UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ALLIANT ENERGY CORPORATION
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NOTICE OF 20202021 ANNUAL MEETING OF SHAREOWNERS OF ALLIANT ENERGY CORPORATION
| DATE: | May | ||||
| TIME: | 9:00 a.m. | ||||
www.virtualshareholdermeeting.com/LNT2020LNT2021
VIRTUAL MEETING ONLY — NO PHYSICAL LOCATION
The virtual Annual Meeting may be accessed at www.virtualshareholdermeeting.com/LNT2020LNT2021, where you will be able to listen to the meeting live, submit questions and vote online.
AGENDA:
1. Elect three directors nominated by our Board of Directors to serve on our Board of Directors for terms expiring at the 2024 Annual Meeting of Shareowners
2. Approve, on an advisory, non-binding basis, the compensation of our named executive officers
3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021
4. Act upon a shareowner proposal described in the accompanying Proxy Statement, if properly presented
5. Attend to any other business properly presented at this meeting
RECORD DATE: March 27, 202019, 2021
Shareowners of record of our common stock as of the close of business on March 27, 202019, 2021 will be entitled to notice of, and to vote at, the Annual Meeting.
PROXY VOTING: YOUR VOTE IS IMPORTANT. Whether or not you plan to participate in the Annual Meeting, please vote promptly.
You may vote your shares by telephone or Internet.online. Instructions for voting are on the enclosed proxy card. If you prefer, you may sign and date the enclosed proxy card and return it in the postage-paid envelope.
PARTICIPATING IN THE ANNUAL MEETING:
The 20202021 Annual Meeting of Shareowners will be held exclusively online via live webcast. An audio broadcast of the Annual Meeting will also be available by telephone toll-free at (877) 328-2502. Shareowners of record as of the close of business on March 27, 2020,19, 2021, are entitled to participate in and submit questions in writing before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNT2020LNT2021. To participate in the online Annual Meeting, you will need the 16-digit control number included on your proxy card. The Annual Meeting will begin promptly at 9:00 a.m. C.D.T.CDT Online check-in will begin at 8:30 a.m. C.D.T.CDT. Please allow ample time for the online check-in procedures.
ANNUAL REPORT:
A copy of our Annual Report for the fiscal year ended December 31, 20192020 was included in the mailing ofwith this Notice of 20202021 Annual Meeting of Shareowners.
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be held on May 21, 2020.20, 2021. The Alliant Energy Corporation Proxy Statement for the 20202021 Annual Meeting of Shareowners and the Annual Report for the fiscal year ended December 31, 2019,2020, are available at www.alliantenergy.com/eproxy.
By Order of the Board of Directors,
James H. Gallegos
Executive Vice President, General Counsel & Corporate Secretary
Dated, mailed and made available on the Internetonline on or before April 9, 2020.1, 2021.
In accordance with Securities and Exchange Commission rules, a notice containing instructions on how to access this proxy statement and our annual report online was mailed, starting on or about April 9, 2020,1, 2021, and we provided access to our materials online before that date to certain holders of our common stock on the close of business on the record date.
TABLE OF CONTENTS
Table of Contents | ||
| Proxy Summary | |||||
| Proposal One — Election of Directors | |||||
| Corporate Governance | |||||
| Meetings and Committees of the Board of Directors | |||||
| Ownership of Voting Securities | |||||
| Compensation Discussion and Analysis | |||||
| Compensation and Personnel Committee Report | |||||
| Summary Compensation Table | |||||
| Proposal Two — Advisory Vote to Approve the Compensation of Our Named Executive Officers | |||||
| Report of the Audit Committee | |||||
| Fees Paid to Independent Registered Public Accounting Firm | |||||
Proposal Registered Public Accounting Firm for | |||||
| Proposal Four — Shareowner Proposal Regarding a Report on the Costs and Benefits of Alliant Energy’s Voluntary Climate-Related Activities | |||||
| Information About the Annual Meeting and Voting | |||||
PROXY SUMMARY
Proxy Summary | ||
This summary highlights information contained in this Proxy Statement. It is only a summary. Please read the entire Proxy Statement and 20192020 Annual Report before you vote.
Date and Time: May 21, 202020, 2021 at 9:00 a.m. C.D.T.CDT
Record Date: March 27, 202019, 2021
Place: www.virtualshareholdermeeting.com/LNT2020LNT2021
| Voting Matters | Board Recommendation | Page | |||||||||
| 1. | Election of Three Director Nominees | FOR all Director Nominees | |||||||||
| 2. | Advisory Vote to Approve Executive Compensation | FOR | |||||||||
| 3. | Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2021 | FOR | |||||||||
| 4. | Shareowner Proposal Regarding a Report on the Costs and Benefits of Alliant Energy’s Voluntary Climate-Related Activities | AGAINST | |||||||||
| Voting Matters | Board Recommendation | Page | |
| 1. | Election of Four Director Nominees | FOR all Director Nominees | |
| 2. | Advisory Vote to Approve Executive Compensation | FOR | |
| 3. | Approve the Alliant Energy Corporation 2020 Omnibus Incentive Plan | FOR | |
| 4. | Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2020 | FOR | |
Vote your proxies today in one of the following methods:
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| www.proxyvote.com | (800) 690-6903 | Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your proxy card must be received by May 19, 2021. 401(k) participants’ cards must be received by May 17, 2021. | ||||||||||||
online until 10:59 p.m. May 19, 2021. 17, 2021.401(k) participants’ votes must be received by May | CDT on May 19, 2021. 17, 2021.401(k) participants’ votes must be received by May | |||||||||||||
If you vote your proxy by Internetonline or by telephone, you do NOT need to mail back your proxy card.
See pages 68-7267-72 for directions on voting your proxies and to see how your votes are counted.
ELECTION OF DIRECTORS
ALLIANT ENERGY | 2021 Proxy Statement | 1
ELECTION OF DIRECTORS
Proposal One—ELECTION OF DIRECTORS | ||
At our annual meeting of shareowners (the “Annual Meeting”)(Annual Meeting), fourthree directors will be elected. The nominees for election are:
| • | • | ||||||
| • | |||||||
Each nominee currently serves on our Board of Directors. Mr. Garcia was added to the Board of Directors to fill a vacancy since our 2019 Annual Meeting of Shareowners. In accordance with our Bylaws and Wisconsin law, when a director is appointed to fill a vacancy, his or her initial term expires at the next annual meeting of shareowners, regardless of the class to which the director is elected. If elected as directors, each of the nominees will serve until our Annual Meeting of Shareowners in 20232024 or until his/his or her successor has been duly qualified and elected.
The nominees were selected by the Board of Directors on the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee is responsible for evaluating nominees for director and director candidates. The committee has criteria to ensure that the specific skills, qualifications and experiences necessary tofor the effectiveness of the Board of Directors are fully represented on the Board. Each time an opening occurs onIn addition, the Nominating and Governance Committee strives to create a diverse Board of Directors as measured by the committee considers thesecriteria of age, gender, ethnicity, tenure, skills, qualifications and experiences and seeks a Board candidate who supplementsexperience. The following charts reflect the skills and qualifications and experiences of current Board members. The following chart reflects areas of qualifications and experiencedemographic information that the Board views as important when evaluating director nominees. Each director nominee also contributes other important skills, expertise, experience and personal attributes to the Board that are not reflected in the chart below.
ALLIANT ENERGY | 2021 Proxy Statement | 2
ELECTION OF DIRECTORS
The balance of tenure of our directors promotes experience and stability while also allowing for a broader understanding of the issues that can affect our business. Our more seniortenured directors have aprovide deep knowledge and historical perspective of our Company and our industry. Our newer directors provide fresh perspectives and benefit from the knowledge and experience of our more seniortenured directors. This optimal combination of experience, subject matter expertise and fresh perspectives ensures that our Board is able to provide oversight and guidance that is innovative, balanced and aligned with the Company’s purpose and strategy.
In fulfilling its responsibility to identify qualified candidates for membership on the Board of Directors, the Nominating and Governance Committee also considers, among other factors, the following attributes of candidates:
•Highest personal and professional ethics, integrity and values
•Highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest
•Ability to exercise sound business judgment
•Independence from any particular constituency and/or ability to represent all of our shareowners and commitment to enhancingenhance long-term shareowner value
•Relevant expertise and experience and the ability to offer advice and guidance to our chief executive officerChief Executive Officer based on that expertise and experience
•Sufficient time available to devote to activities of the Board of Directors and to enhance his or her knowledge of our business
Biographies of the director nominees and continuing directors follow. Included in the biographical information is a listing ofThe biographies list the key qualifications, skills and experience of each director nominee and continuing director that led to the Board’s conclusion that the person should serve. Each nominee and continuing director’s age is as of April 1, 2020.2021.
Directors will be elected by a plurality of the votes cast at the meeting (assuming a quorum is present). Consequently, any shares not voted at the meeting, including as a result of broker non-votes, will not be counted as votes cast. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees areis unable to serve, or for good reason will not serve, a contingency the Board of Directors does not currently anticipate.
We are a public utility holding company whose regulated utilities are Interstate Power and Light Company (“IPL”)(IPL) and Wisconsin Power and Light Company (“WPL”)(WPL). The composition of our Board of Directors is identical to the composition of the Boards of Directors of IPL and WPL.
Additional information regarding the selection process for members of the Board of Directors can be found starting on page 16.
18.
| þ | The Board of Directors recommends that you vote | ||||
ALLIANT ENERGY | 2021 Proxy Statement | 3
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
 | Summary: Mr. Newport brings broad experience and leadership in finance and operations of a manufacturing company to our Board. He served as Chief Executive Officer and a Director of AK Steel Holding Corporation from January 2016 until March 2020, when he retired in connection with the acquisition of AK Steel by Cleveland-Cliffs Inc. Prior to that, Mr. Newport served as Executive Vice President, Finance and Chief Financial Officer since May 2015, as Senior Vice President, Finance and Chief Financial Officer since May 2014, and as Vice President, Finance and Chief Financial Officer since May 2012. Prior to that, Mr. Newport served in a variety of other leadership positions since joining AK Steel in 1985, including Vice President-Business Planning and Development, Controller and Chief Accounting Officer, Assistant Treasurer, Investor Relations, Manager-Financial Planning and Analysis and Product Manager. Mr. Newport serves as Chair of the Audit Committee. Mr. Newport has been a Director of IPL and WPL since 2018. Skills/Qualifications:strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety; diversity. | ||||
Roger K. Newport Age: 56 Director since:2018 Nominated for term expiring in:2024 Committee memberships: • Audit (Chair) • Executive • Nominating and Governance | |||||
 | Summary: Mr. Oestreich has provided extensive and consistent leadership to the Board. Mr. Oestreich served as a consultant to Pioneer Hi-Bred International, Inc., a developer and supplier of advanced plant genetics and a wholly-owned subsidiary of DuPont Corporation, located in Johnston, Iowa from 2010 to 2013. He is now retired. He previously served as Chair of Pioneer Hi-Bred International, Inc. from 2007 until 2009. Mr. Oestreich also served as Vice President of DuPont Corporation from 2004 through 2009. He previously served as President of Pioneer Hi-Bred International, Inc. from 2004 to 2007. Mr. Oestreich was named to the 2017 National Association of Corporate Directors (NACD) Directorship 100, which honors the most influential boardroom leaders each year. Mr. Oestreich has served as a Director of IPL and WPL since 2005. Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety. | ||||
Dean C. Oestreich Age: 69 Director since: 2005 Nominated for term expiring in:2024 Committee memberships: • Compensation and Personnel • Nominating and Governance | |||||
ALLIANT ENERGY | 2021 Proxy Statement | 4
ELECTION OF DIRECTORS
 | Summary: Ms. Sanders is our Lead Independent Director. She has been the President of Carol P. Sanders Consulting LLC since 2015, a business consulting firm serving insurance and technology clients. She served as the Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance, a Mutual Company, located in Stevens Point, Wisconsin from 2013 to 2015. Previously, she served as the Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from 2012 until 2013, where she also served as Senior Vice President, Chief Financial Officer and Treasurer from 2011 until 2012 and as Chief Financial Officer from 2004 until 2011. Before that, Ms. Sanders served as Controller and Assistant Treasurer of Sentry Insurance from 2001 to 2004. She has served on the Boards of Directors of RenaissanceRE Holdings Ltd., a global provider of reinsurance and insurance since 2016, and First Business Financial Services, Inc., a Wisconsin-based bank holding company since 2016. Ms. Sanders serves as Chair of the Nominating and Governance Committee. She has served as a Director of IPL and WPL since 2005. Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; legal and regulatory; human resources/executive compensation; risk management. | ||||
Carol P. Sanders Age: 54 Director since: 2005 Nominated for term expiring in:2024 Lead Independent Director Committee memberships: • Audit • Executive • Nominating and Governance (Chair) | |||||
ALLIANT ENERGY | 2021 Proxy Statement | 5
ELECTION OF DIRECTORS
CONTINUING DIRECTORS
 | Summary: Mr. Allen’s extensive experience in financial leadership is instrumental to the Board. Mr. Allen Skills and Qualifications: strategic leadership; financial acumen/literacy; legal and regulatory; risk management; technology systems/cybersecurity; environmental and safety; diversity. | ||||
Patrick E. Allen Age: Director Committee • • | |||||
 | Summary: Mr. Garcia’s extensive operational leadership in heavy industrial industries brings valuable insight to our Board. Mr. Garcia Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety; diversity. | ||||
Michael D. Garcia Age: Director Committee • Compensation and Personnel • Operations | |||||
ALLIANT ENERGY | 2021 Proxy Statement | 6
ELECTION OF DIRECTORS
 | |||||
 | |
 | |
  | Summary: Mr. Larsen brings an extensive knowledge of the utility business to our Board. He currently serves as Skills and | ||||
John O. Larsen Age: Director Term Committee • Equity Awards • Executive (non-voting Chair) | |||||
  | Summary: | ||||
 | Skills and Qualifications: strategic leadership; | ||||
Age: Director Term Committee • Nominating and Governance • Operations | |||||
ALLIANT ENERGY | 2021 Proxy Statement | 7
ELECTION OF DIRECTORS
 | Summary: Mr. O’Toole’s qualifications to serve on the Board include his strong experience in revenue strategy, customer strategy, data-driven business and digital commerce. Since 2020, Mr. O’Toole has been Associate Dean, Executive Education at the Kellogg School of Management of Northwestern University. Since September 2018, Mr. O’Toole has been Executive Director of the Program for Data Analytics and Clinical Professor of Marketing at the Kellogg School of Management of Northwestern University. From 2016 to 2018, he served as Senior Fellow and Clinical Professor of Marketing at the Kellogg School. He is the principal of O’Toole Associates, LLC, through which he serves as a Senior Advisor with McKinsey & Co., a global management consulting firm. Until his retirement in late 2016, Mr. O’Toole was Chief Marketing Officer, Senior Vice President and President, MileagePlus of United Continental Holdings, Inc., a global air carrier. He joined United in 2010 as Chief Marketing Officer and Senior Vice President and held positions with United as Senior Vice President, Marketing and Loyalty and President, MileagePlus from 2012 to 2014, Chief Operating Officer, MileagePlus from 2010 to 2012, and Chief Marketing Officer in 2010. Before joining United, Mr. O’Toole held leadership roles for over 13 years with Hyatt Hotels Corporation, including as Chief Marketing Officer and Chief Information Officer. He has served on the Boards of Directors of LSC Communications, Inc., a print, print-related services and office products company, since 2016, and Extended Stay America Inc., a hotel owner and operator, since 2017. Mr. O’Toole serves as the Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; technology systems/cybersecurity; diversity. | ||||
Thomas F. O’Toole Age: Director Term Committee • Compensation and Personnel • Executive • Operations (Chair) | |||||
  | Summary: Ms. Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk | ||||
Age: Director Term Committee • • Executive • | |||||
ALLIANT ENERGY | 2021 Proxy Statement | 8
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Corporate Purpose and Values
Our purpose at Alliant Energy is to serve customers and build strong communities. With our purpose, our Values are the foundation of our culture, guide our actions, and describe how we accomplish our strategy.
ALLIANT ENERGY | 2021 Proxy Statement | 9
CORPORATE GOVERNANCE
Our Board of Directors has adopted a Code of Conduct that serves as our code of ethics. We created our Code of Conduct to define our standards for workplace behavior and to provide guidance on what to do when faced with a difficult situation. These guidelines apply to all employees, at every level, including our Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Accounting Officer, as well as the members of our Board of Directors. The expectations laid out in the Code of Conduct are quite simple: make good choices and live our Values. Find our Code of Conduct at www.alliantenergy.com/investors under the Corporate Governance Principleslink. To comply with the disclosure requirements under Item 5.05 of Form 8-K, we will post any new amendments to, or waivers from our Code of Conduct here throughout the year.
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance PrinciplesGuidelines that outline how Directors can represent investor interests and oversee how the Company in fulfills its purpose. The Guidelines, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. Our Corporate Governance PrinciplesGuidelines are available on our websiteposted at www.alliantenergy.com/investors under the “Corporate Governance”Corporate Governance link.
Our Corporate Governance PrinciplesGuidelines provide that at least 75% of the members of the Board of Directors must be independent directors under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”)(Nasdaq). The Audit, Compensation and Personnel, and Nominating and Governance Committees must consistbe composed only of all independent directors.
The Board of Directors evaluates directors’ independence under the applicable Nasdaq rules. This evaluation is based on certainrules, including the categorical standards of independence which are included as Appendix A to our Corporate Governance Principles.provided by Nasdaq rules.
The Board of Directors also considers certain other factors in relation to an independence determination.determine a director’s independence. During 2020, Mr. Allen servesserved as an executive officer of a company that is a customer of IPL; Mr. Garcia servesserved as an executive officer of a company that is a customer of WPL; and Mr. O’Toole servesserved as a director of a company that is a customer of WPL. These customer relationships do not constitute a material relationship under the Nasdaq rules cited above or the Securities and Exchange Commission (“SEC”)(SEC) rules governing related-person transactions discussed below. However, the relationships were evaluated under the applicable Nasdaq rules and applicable SEC rules. The Board of Directors determined that the relationships did not impair the independence of Mr. Allen, Mr. Garcia or Mr. O’Toole.
The Board of Directors has affirmatively determined byadopted resolutions that affirm that each of Mr. Allen, Ms. Evanko, Mr. Garcia, Ms. McAllister, Mr. Newport, Mr. O’Toole, Mr. Oestreich, Ms. Sanders, Ms. Whiting, and Ms. WhitingEvanko while she was a member of the Board of Directors, has no material relationship with usthe Company that would impair his or her independent judgment as a director and, therefore, is independent in accordance with Nasdaq rules. The Board of Directors previously determined that each of Ms. Dunie and Mr. Hazel, both of whom retired from Board service in May 2019, were independent in accordance with Nasdaq rules.
Under our Corporate Governance Principles,Guidelines, if a director nominee in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected) receives more “withheld”WITHHELD votes than “for”FOR votes, the director nominee is required to offer his or her resignation to the ChairmanChair of the Board of Directors following certification of the shareowner vote. A ResignationThe Nominating and Governance Committee will promptlyshall consider anysuch resignation offers under our Director Resignation Policy and based on all relevant factors, make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action
should be taken. The Board shall act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation and all other factors deemed relevant, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of Directors. Withincommunication) its decision regarding the tendered resignation within 90 days followingfrom the date of the shareowners meeting at which the election occurred, the Board of Directors will make a final determination whether to accept the director’s resignation. The determination will be promptly disclosed and will include an explanationcertification of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. Ashareowner vote. The director who tenders his or herhas tendered a resignation underpursuant to this provision willshall not be present duringparticipate in the Nominating and Governance Committee’s or the Board’s deliberations or voting bydecision with respect to the Resignation Committee or the Board of Directors regarding whether to accept the resignation offer.tendered resignation.
Our Board of Directors held nineeight joint (Alliant Energy, IPL and WPL) Board meetings in 2019.2020. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and Board committees on which he or she served during his or her tenure on the Board.
The Board of Directors and each Board committee conduct performance evaluations annually to determine their effectiveness and suggest improvements for consideration and implementation.improvements. In addition, the Compensation and Personnel Committee evaluates the performance of the CEO on an annual basis.
ALLIANT ENERGY | 2021 Proxy Statement | 10
CORPORATE GOVERNANCE
Members of our Board of Directors are expected to attend our Annual Meeting of Shareowners. All members of our Board of Directors were present for our 20192020 Annual Meeting.
We have adopted a written policy regarding related-person transactions. The policy provides that we will annually disclose information regarding related-person transactions as required by regulations of the SEC to be disclosed, or incorporated by reference, in our Annual Report on Form 10-K. For purposes of the policy “related-person” means any of our directors or executive officers, nominees for director and any member of the immediate family of such person.
A related-person transaction is generally a transaction in which: (1) we are a participant; (2) the amount involved exceeds $120,000; and (3) a related-person has a direct or indirect material interest. A related-person transaction does not include:
• The payment of compensation by us to our executive officers, directors or nominees for director
• A transaction ifin which the interest of the related-person arises solely from the ownership of our shares and all shareowners receive the same benefit on a pro-rata basis
• A transaction in which the rates or charges involved are determined by competitive bids, or that involves the rendering of services as a common or contract carrier or public utility at rates or charges fixed and in conformity with law or governmental authority
• A transaction that involves services as a bank, transfer agent, registrar, trustee under a trust indenture, or similar services
Furthermore, a related-person is not deemed to have a material interest in a transaction if the person’s interest arises only:
•From the person’s position as a director of another party to the transaction
•From the ownership by such person and all other related-persons, in the aggregate, of less than a 10% equity interest in another entity (other than a partnership) that is a party to the transaction
•From such person’s position as a limited partner in a partnership in which such person and other related-persons have an interest of less than 10%, and the person is not a general partner of, or holdsand does not hold another position in, the partnership
•From both such director position and ownership interest
Pursuant to the policy, each of our executive officers, directors and nominees for director is required to disclose to the Nominating and Governance Committee certain information regarding related-person transactions for review, approval or ratification by the committee. If possible, such disclosurethey should disclose the related-person transaction to the committee should occur before the related-person transaction occurs. In any event, disclosure is requiredthey must disclose the transaction as soon as practicable after the transaction is effected or as soon as practicable after the executive officer, director or nominee for director becomesthey become aware of the related-person transaction.it.
The Nominating and Governance Committee’s decisionCommittee will decide whether to approve or ratify the related-person transaction is made based on whether the transaction is contrary to the best interests of ourthe Company. The committee may take into account the effect of a director’s related-person transaction on such person’s status as an independent member of our Board of Directors and eligibility to serve on Board committees under SEC and Nasdaq rules.
We had no related-person transactions since the beginning of 2019,2020, and no related-person transactions are currently proposed.
Our Corporate Governance PrinciplesGuidelines provide that the Board of Directors is responsible for overseeing and understanding our purpose, vision and mission, strategy,strategic plans, overall corporate risk profile, risk parameters,
annual operating plans and annual operating planbudgets, and for monitoring whether these plans are being implemented effectively. We utilize an enterprise risk management program designed to identify, communicate and manage significant risks in a structured framework. The Audit Committee oversees the Company’s enterprise risk assessmentmanagement program. It annually reviews an extensive risk inventory, which identifies key themesenterprise risks by category, assigns values and trends, quantifies our keyincludes rankings to identify top risks, and developsincludes management plansmitigation plans. The process also identifies management oversight assignments, internal audit coverage where applicable and strategies. board/committee oversight responsibilities.
ALLIANT ENERGY | 2021 Proxy Statement | 11
CORPORATE GOVERNANCE
The Audit Committee discusses our policies with respectprocess assigns oversight of certain risks to risk assessment and risk management, our financial risk exposures and the steps we have taken to monitor and control such exposures. The Board of Directors has oversight overor certain Board committees. Certain risks are assigned as follows.
Board of Directors Cybersecurity Regulatory | Nominating and Governance Committee Corporate Governance Corporate Environmental and Social Responsibility | Compensation and Personnel Committee Compensation and Executive Benefit Plans Workforce Corporate Culture | |||||||||||||||
Audit Committee Financial Performance and Reporting Compliance with Regulatory Orders, Financial and HR Regulations Code of Conduct Tax Reform Counterparty Credit Customer Cost Insurable Events Company Credit External Financings Vendor Management | Operations Committee Safety Environmental Compliance Customer Satisfaction Construction (including renewable projects) Operations Sales Physical Security Physical Assets Price and Volume of Commodities, Materials and Supplies | ||||||||||||||||
Significant operational risks are the subject of regularly scheduled reports to the full Board of Directors or the appropriate Board committee. Senior management provides updates to the Board on information technology risks, including cybersecurity risks. The Operations Committee also reviews and assesses risk in relation to our operations. The Compensation and Personnel Committee addresses potential risks, arising from our general compensation programs and policies for all employees. at least twice per year.
The Compensation and Personnel Committee conducted an assessment of theseour compensation policies and practices in 2019 to determine whether any such risks were reasonably likely to have a material adverse effect on the Company. These results are2020. The result of this assessment is described in further detail under “Compensation and Personnel Committee Risk Assessment” in the Compensation Discussion and Analysis.
We recognize the importance that sustainability matters have on our operations, including environmental, social and governance (ESG) matters. These matters are represented by our companyCompany Values to Act for tomorrow, Make things better and Care for others. The Board of Directors formalized sustainability oversight to ensure appropriate Board oversight of these key matters. The Nominating and Governance Committee is responsible for general oversight of ESG issues, including review and approval of theour annual Corporate SustainabilityResponsibility Report. The committee is overseeingoversees the development of an
Company’s progress on important ESG program to identify successful outcomes, define plans to achieve goals and provide oversight of thistopics, which include a broad range of issues crossinghandled by various
committees. The committee will overseeBoard of Directors and Board committees have ESG compliance and initiatives.responsibilities as follows.
Board of Directors Purpose, Mission and Strategy Cyber and Physical Security Public Policy Engagement | Nominating and Governance Committee ESG Oversight Board and Management Quality Board Structure Ownership and Shareowner Rights Corporate Responsibility Report | Nominating and Governance Committee Remuneration and ESG Performance Metrics Diversity, Equity and Inclusion Workforce Environment Corporate Culture Workforce Development | |||||||||||||||
Audit Committee Audit and Financial Reporting Enterprise Risk Management Code of Conduct Conflict of Interest Business Ethics | Operations Committee Climate Change Risks Greenhouse Gas Emissions Land Use and Biodiversity Energy Portfolio Diversity Emissions and Waste Community Relations Customer Engagement Safety and Health Supply Chain Standards Energy Reliability and Resiliency | ||||||||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 12
CORPORATE GOVERNANCE
Shareowner Outreach
In 2019,2020, we reached out to holders of approximately 50% of our outstanding shares, and held discussions with those who agreed to our request for engagement.meet. Our outreach meetings generally focusedincluded: discussions about composition of our Board of Directors; our strategy; ESG and sustainability issues; enhanced disclosures, including use of the Task Force on environmental, socialClimate-related Financial Disclosures and governance matters, company strategy and results,Sustainability Accounting Standards Board composition, Board risk management oversight andframeworks in the Corporate Responsibility Report; executive compensation performance metrics.matters, including setting metrics and the use of ESG metrics in incentive plans; diversity, equity and inclusion matters; governance matters; and our response to the COVID-19 pandemic. The Lead Independent Director, CEO, CFO, Vice President and Treasurer, and members of the Corporate Secretary, Legal and Investor Relations departments participated in a number of these discussions. Shareowner feedback and suggestions that we received were reported to the Board of Directors or relevant Board committee for consideration.
In addition, management,our top managers, including the CEO and CFO, regularly participatesparticipate in investor and industry conferences throughout the year to discuss performance and share its perspectiveperspectives on companyCompany and industry developments. We also offer channels for shareowners to contact the Board of Directors with any inquiry or issue.
Shareowners and other interested parties may communicate with the full Board of Directors, non-employee directors as a group, or individual directors (including the Lead Independent Director) by providing such communication in writing to our Corporate Secretary, who will post such communication directly to our Board of Directors’ confidential web portal.
Our Bylaws and our Corporate Governance PrinciplesGuidelines provide that the Board of Directors is responsible for selecting a ChairmanChair of the Board of Directors and a CEO. The Board regularly reviews the leadership structure. Upon the appointment of our new CEO, theThe board has determined that combining the roles of ChairmanChair and CEO continues to foster clear accountability and decision-making, and promote a consistent and accurate message to our investors, employees, customers and other constituencies. Under our Corporate Governance Principles,Guidelines, the ChairmanChair of the Nominating and Governance Committee is designated the Lead Independent Director when the Chairmanpositions of Chair of the Board and CEO are held by the same person.
As the ChairmanChair of the Nominating and Governance Committee, Ms. Sanders is currently designated as the Lead Independent Director. The Lead Independent Director is recognized by management and the Board of Directors as a key position of leadership within the Board of Directors. Our Corporate Governance PrinciplesGuidelines provide that the Lead Independent Director will preside at regular executive sessions of the Board of Directors, without management participation, though our Corporate Governance PrinciplesGuidelines do not grant the Lead Independent Director any special authority over management. Our Lead Independent Director’s role also encompasses additional Board governance responsibilities.
| Lead Independent Director Roles | ||||||||||||||
| • Communicating applicable information from executive session deliberations to the | ||||||||||||||
| • Reviewing with the | ||||||||||||||
| • Acting as principal liaison between the independent directors and the | ||||||||||||||
| • Discussing with the | ||||||||||||||
| • Consulting with any or all of our independent directors at the discretion of either party and with or without the attendance of the | ||||||||||||||
| • In conjunction with the Nominating and Governance Committee, recommending to the | ||||||||||||||
| • In conjunction with the Nominating and Governance Committee, interviewing all director candidates and making recommendations to the Board of Directors on director nominees | ||||||||||||||
| • Mentoring and counseling new members of the Board of Directors to assist them in becoming active and effective directors | ||||||||||||||
| • In conjunction with the Nominating and Governance Committee, | ||||||||||||||
| • | ||||||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 13
CORPORATE GOVERNANCE
We believe that the use of a Lead Independent Director has been effective for us and has greatly facilitated communication of important issues between the Board of Directors and the CEO.
The independent directors meet in executive session with no member of our management present at every regular meeting of the Board of Directors.
ALLIANT ENERGY | 2021 Proxy Statement | 14
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has five standing committees: (1) Audit; (2) Compensation and Personnel; (3) Nominating and Governance; (4) Operations; and (5) Executive. The Board of Directors has adopted formal written charters for each of the standing committees, which are available on our websiteposted at www.alliantenergy.com/investors under the “Corporate Governance”Corporate Governance link. The Board of Directors also has established an Equity Awards Committee, which has the authority to approve certain limited equity issuances to employees other than executive officers. Directors serve on the following standing committees:
| Audit | Compensation and Personnel | Nominating and Governance | Operations | Executive | ||||||||||||||
| Patrick E. Allen | ü | ü | ||||||||||||||||
| Michael D. Garcia | ü | ü | ||||||||||||||||
| John O. Larsen | C* | |||||||||||||||||
| Singleton B. McAllister | ü | ü | ||||||||||||||||
| Roger K. Newport | ü | ü | ||||||||||||||||
| Dean C. Oestreich | ü | ü | ||||||||||||||||
| Thomas F. O’Toole | ü | C | ü | |||||||||||||||
| Carol P. Sanders | ü | C | ü | |||||||||||||||
| Susan D. Whiting | C | ü | ü | |||||||||||||||
C = Committee ChairmanChair C* = Non-Voting Committee ChairmanChair ü= Member
ALLIANT ENERGY | 2021 Proxy Statement | 15
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
| Members | Roger K. Newport, Chair Patrick E. Allen Carol P. Sanders | |||||||
| Independence and Financial Expertise | All members are independent as required by applicable SEC and Nasdaq rules. The Board of Directors has determined that Mr. | |||||||
| Meetings | The committee held seven meetings in | |||||||
| Charter | The committee charter is | |||||||
| Responsibilities | The primary responsibilities of the Audit Committee are: | |||||||
| • | Engaging and overseeing the Company’s independent auditors (taking into account the vote on shareowner ratification), considering the qualifications, performance and | |||||||
| • | Pre-approving all audit engagement services and permitted non-audit services to be performed by the independent auditors | |||||||
| • | Reporting to the Board of Directors on the quality and integrity of the Company’s financial statements and its related internal controls over financial reporting, and reviewing with management and the independent auditors: (1) the Company’s annual and quarterly financial statements and other financial disclosures, including earnings press releases and earnings guidance; and (2) major issues as to the adequacy of the Company’s internal control over financial reporting | |||||||
| • | Reviewing with the independent auditors and the Company’s internal auditors the overall scope and plans for their respective audits | |||||||
| • | Preparing the Report of the Audit Committee for inclusion in the Company’s proxy statement | |||||||
| • | Reviewing and assessing the guidelines and policies governing the Company’s risk management processes, the Company’s major financial risk exposures and actions taken to monitor and control such risk exposures | |||||||
| • | Overseeing compliance and ethical standards adopted by the Company | |||||||
| • | Reviewing the status of the Company’s compliance with laws, regulations and internal procedures, and monitoring contingent liabilities and risks that may be material to the Company | |||||||
| • | Establishing procedures for the Company to receive, retain and respond to the confidential, anonymous submission | |||||||
| Additional information on oversight roles and responsibilities of the Audit Committee is provided on page 12. | ||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 16
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
| Members | Susan D. Whiting, Chair Patrick E. Allen Michael D. Garcia Dean C. Oestreich Thomas F. O’Toole | |||||||
| Independence | All members are independent as required by applicable SEC and Nasdaq rules. | |||||||
| Meetings | The committee held | |||||||
| Charter | The committee charter is | |||||||
| Responsibilities | The primary responsibilities of the Compensation and Personnel Committee are: | |||||||
| • | Overseeing compensation philosophy and policies relating to compensation of the Company’s executive officers | |||||||
| • | Setting corporate goals and objectives relevant to CEO and executive compensation and evaluating the CEO’s performance compared to those goals | |||||||
| • | Determining and approving the CEO’s compensation and benefits based on the CEO’s performance | |||||||
| • | Reviewing the recommendations of the CEO with regard to the compensation of the other executive officers and approving such compensation | |||||||
| • | Reviewing and approving stock ownership guidelines | |||||||
| • | Overseeing the general health of the Company’s working environment and how the Company is addressing any related trends | |||||||
| • | Reviewing the Compensation Discussion and Analysis and producing a Compensation and Personnel Committee Report for inclusion in the Company’s proxy statement | |||||||
| • | Evaluating its relationship with any compensation consultant for any conflicts of interest and assessing the independence of any of its legal, compensation or other external advisors | |||||||
| Additional information on the roles and responsibilities of the Compensation and Personnel Committee is provided on page 12 and in the Compensation Discussion and Analysis beginning on page | ||||||||
Compensation Advisor
The Compensation and Personnel Committee has engaged Pay Governance LLC as its independent external advisor to analyze the competitive level of executive compensation and provide information regarding executive compensation trends. The committee reviewed its relationship with Pay Governance and considered Pay Governance’s independence and the existence of potential conflicts of interest andinterest. The committee determined that the engagement of Pay Governance did not raise any conflict of interest or other issues that would adversely impact Pay Governance’s independence. In reaching this conclusion, the committee considered various factors, including:
•Whether Pay Governance and its advisors provide other services to us
•The amount of fees we pay to Pay Governance as a percentage of Pay Governance’s total revenues
•The policies and procedures that Pay Governance has implemented to prevent conflicts of interest
•Any business or personal relationship of an individual Pay Governance advisor working with us or with a member of the committee
•Any of our stock owned by the individual Pay Governance advisor working with us
•Any business or personal relationships between our executive officers and Pay Governance or the Pay Governance advisor working with us
ALLIANT ENERGY | 2021 Proxy Statement | 17
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Delegation
The Board of Directors has delegated to the Equity Awards Committee authority to approve certain limited equity issuances to employees other than executive officers. Mr. Larsen is the sole member of this committee.
Compensation and Personnel Committee Interlocks and Insider Participation
No person who served as a member of the Compensation and Personnel Committee during 20192020: (a) served as one of our officers or employees or (b) has any relationship requiring disclosure as a related-person transaction under Item 404 of the SEC’s Regulation S-K. None of our executive officers serveserves as a member of the Board of Directors or compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or our Compensation and Personnel Committee.
| Members | Carol P. Sanders, Chair Singleton B. McAllister Roger K. Newport Dean C. Oestreich | |||||||
| Independence | All members are independent as required by applicable SEC and Nasdaq rules. | |||||||
| Meetings | The committee held seven meetings in | |||||||
| Charter | The committee charter is | |||||||
| Responsibilities | The primary responsibilities of the Nominating and Governance Committee are: | |||||||
| • | Developing criteria and qualifications, including independence standards, for selecting director candidates and identifying qualified candidates for membership on the Board of Directors and Board committees | |||||||
| • | Making recommendations to the Board of Directors concerning the composition, size, structure and activities of the Board of Directors and Board committees | |||||||
| • | Assessing and reporting to the Board of Directors on the performance and effectiveness of the Board of Directors and Board committees | |||||||
| • | Ensuring that directors receive continuing director education | |||||||
| • | Reviewing and determining whether to approve or ratify any related-person transactions | |||||||
| • | Reviewing and | |||||||
| • | Developing and recommending to the Board of Directors | |||||||
• | Overseeing ESG initiatives, including approving the Corporate Responsibility Report | |||||||
| • | Overseeing the political engagement activity of the Company | |||||||
| • | Reviewing and | |||||||
| • | Reviewing and recommending to the Board of Directors succession plans for the Company’s CEO | |||||||
| Additional information on oversight roles and responsibilities of the Nominating and Governance Committee is provided on page 12. | ||||||||
The Nominating and Governance Committee is responsible for evaluating nominees for director and director candidates. The considerations used by the committee to identify qualified candidates for membership on the Board is described starting on page 1.
In addition, the Nominating and Governance Committee maintains a file of potential director nominees, which is reviewed when we search for a new director. The committee has also engaged a national consulting firm to perform searches for director candidates who meet the current needs of the Board. WhenWe pay a fee to consulting firm is retained tofirms that assist in the search process for a director, a fee is paid to that firm. In recruiting Mr. Garcia, the Nominating and Governance Committee retained the search firm JamesDruryPartners to help identify director prospects, perform candidate outreach, assist in reference checks and provide other related services.our search.
ALLIANT ENERGY | 2021 Proxy Statement | 18
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Nominating and Governance Committee will consider recommendations for director nominees made by shareowners and evaluate them using the same criteria as for other candidates. Recommendations received from shareowners are reviewed by the ChairmanChair of the committee to determine whether each candidate meets the minimum membership criteria set forth in the Corporate Governance PrinciplesGuidelines and, if so, whether the recommended candidate’s expertise and particular set of skills and background fit the current needs of the Board of Directors. Any shareowner recommendation must be sent to the Corporate Secretary of Alliant Energy at 4902 North Biltmore Lane, Madison, Wisconsin 53718 and must include biographical information. Shareowners wishing to nominate director candidates directly for consideration by shareowners must write to our Corporate Secretary in a timely manner as specified in our Bylaws.
Board of Directors Diversity
Diversity is a component of our company Value of Care for others. We strive to create a workplace in which people of diverse backgrounds, talents and perspectives support our mission. The Nominating and Governance Committee seeks a Board of Directors with diverse opinions, perspectives and backgrounds. We believe we have been effective in assembling a diverse body of individuals as measured by the criteria of age, gender, ethnicity, andtenure, skills, qualifications and experience specified in our Corporate Governance PrinciplesGuidelines as shown in the charts above.on page 2. Approximately fiftyforty-five percent of our directors are women or ethnically diverse individuals.
| Members | Thomas F. O’Toole, Chair Michael D. Garcia Singleton B. McAllister Susan D. Whiting | |||||||
| Independence | All members are independent as defined by the Nasdaq rules. | |||||||
| Meetings | The committee held | |||||||
| Charter | The committee charter is | |||||||
| Responsibilities | The primary responsibilities of the Operations Committee are: | |||||||
| • | Reviewing and overseeing environmental policy and planning issues | |||||||
| • | Reviewing and overseeing safety issues and policies | |||||||
| • | Reviewing and monitoring issues of strategic importance related to the Company’s operations such as reliability, quality of service, customer care and customer satisfaction | |||||||
| • | Reviewing and assessing risk in relation to the Company’s operations | |||||||
| • | Reviewing and monitoring issues with significant impact on the utility capital budgets and energy resource adequacy | |||||||
| Additional information on oversight roles and responsibilities of the Operations Committee is provided on page 12. | ||||||||
| Members | John O. Larsen, Chair (non-voting) Roger K. Newport Thomas F. O’Toole Carol P. Sanders Susan D. Whiting | ||||
| Independence | All members except Mr. Larsen are independent as defined by the Nasdaq rules. | ||||
| Meetings | The committee did not meet in | ||||
| Charter | The committee charter is | ||||
| Responsibilities | The Executive Committee possesses all the power and authority of the Board of Directors when the Board is not in session. | ||||
ALLIANT ENERGY | 2021 Proxy Statement | 19
DIRECTOR COMPENSATION
The following table summarizes the compensation paid to, or earned by, our non-employee directors during 2019.2020.
Name(1) | Fees Earned or Paid in Cash ($)(2) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||
| Patrick E. Allen | $257,500 | $0 | $0 | $257,500 | ||||||||||
| Jillian C. Evanko | $250,000 | $171 | $0 | $250,171 | ||||||||||
| Michael D. Garcia | $245,000 | $0 | $0 | $245,000 | ||||||||||
| Singleton B. McAllister | $245,000 | $761 | $0 | $245,761 | ||||||||||
| Roger K. Newport | $257,500 | $0 | $3,500 | $261,000 | ||||||||||
| Dean C. Oestreich | $245,000 | $13,961 | $0 | $258,961 | ||||||||||
| Thomas F. O’Toole | $260,000 | $2,269 | $0 | $262,269 | ||||||||||
| Carol P. Sanders | $290,000 | $12,227 | $2,750 | $304,977 | ||||||||||
| Susan D. Whiting | $260,000 | $0 | $3,500 | $263,500 | ||||||||||
(1) Mr. Garcia joinedLarsen is also an employee of the Company and received no additional compensation for his service on our Board of Directors, therefore he is not included in this table. Compensation received by Mr. Larsen for 2020 is shown in the Summary Compensation Table. Ms. Evanko served on the Board of Directors until January 27, 2021.
(2) The amounts shown in January 2020this column include the following aggregate dollar amounts deferred and the corresponding number of shares of common stock credited in our Alliant Energy Deferred Compensation Plan Company Stock Account by each of the following directors:
| Name | Aggregate Dollar Amounts Deferred | Number of Shares of Common Stock Credited | ||||||
| Patrick E. Allen | $128,750 | 2,433 | ||||||
| Jillian C. Evanko | $35,300 | 668 | ||||||
| Michael D. Garcia | $134,750 | 2,548 | ||||||
| Roger K. Newport | $193,125 | 3,654 | ||||||
| Thomas F. O’Toole | $260,000 | 4,916 | ||||||
| Susan D. Whiting | $19,750 | 373 | ||||||
(3) The amounts shown in this column represent above-market interest on non-qualified deferred compensation.
(4) The amounts in this column include payments made to charities through the Alliant Energy matching gift program. Infrequently, spouses and guests of directors accompany the directors on a corporate aircraft when the aircraft is therefore omitted fromalready going to a specific destination for a business purpose at no aggregate incremental cost to the disclosures below.Company. No such travel occurred in 2020.
Name(1) | Fees Earned or Paid in Cash ($)(2) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) |
| Patrick E. Allen | $250,000 | $0 | $0 | $250,000 |
| Deborah B. Dunie | $117,500 | $0 | $0 | $117,500 |
| Jillian C. Evanko | $240,000 | $0 | $0 | $240,000 |
| Darryl B. Hazel | $120,000 | $0 | $3,500 | $123,500 |
| Singleton B. McAllister | $235,000 | $584 | $0 | $235,584 |
| Roger K. Newport | $240,000 | $0 | $3,500 | $243,500 |
| Dean C. Oestreich | $257,500 | $10,383 | $0 | $267,883 |
| Thomas F. O'Toole | $250,000 | $1,046 | $0 | $251,046 |
| Carol P. Sanders | $277,500 | $8,727 | $1,000 | $287,227 |
| Susan D. Whiting | $250,000 | $0 | $0 | $250,000 |
| Name | Aggregate Dollar Amounts Deferred | Number of Shares of Common Stock Credited |
| Patrick E. Allen | $125,000 | 2,606 |
| Roger K. Newport | $180,000 | 3,765 |
| Susan D. Whiting | $38,500 | 806 |
In 2019,2020, all non-employee directors, each of whom served on the Boards of Directors of the Company, IPL and WPL, received an annual cash retainer for service on all Boards, payable quarterly in advance. The following table describes the annual cash retainer received for service in 20192020 and the annual retainer that will be received for service in 2020,2021, as well as other fees for director services. Fees for 20192020 and 20202021 were based on a review of market-based compensation for non-employee directors presented by the Compensation and Personnel Committee’s independent consultant.
| Year | Annual Retainer for Service on All Boards | Lead Independent Director | Chairman of the Audit Committee | Chairman of the Compensation and Personnel Committee | Chairman of the Nominating and Governance Committee | Chairman of the Operations Committee | Other Audit Committee Members | Year | Annual Retainer for Service on All Boards | Lead Independent Director | Chair of the Audit Committee | Chair of the Compensation and Personnel Committee | Chair of the Nominating and Governance Committee | Chair of the Operations Committee | Other Audit Committee Members | |||||||||||||||
| 2019 | $235,000 | $25,000 | $20,000 | $15,000 | $5,000 | |||||||||||||||||||||||||
| 2020 | $245,000 | $25,000 | $20,000 | $15,000 | $5,000 | 2020 | $245,000 | $25,000 | $20,000 | $15,000 | $5,000 | |||||||||||||||||||
| 2021 | 2021 | $245,000 | $30,000 | $20,000 | $15,000 | $5,000 | ||||||||||||||||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 20
DIRECTOR COMPENSATION
In 2019,2020, directors did not receive any additional compensation for attendance at Board or committee meetings. The same will applyapplies for 2020.2021.
Pursuant to our directors’ expense reimbursement policy, we reimburse all directors for travel and other necessary business expenses incurred in the performance of their responsibilities for us. Committees are provided the opportunity to retain outside independent advisors, as needed. We also extend coverage to directors under our Directors’ and Officers’ Indemnity Insurance Policies.
For fees paid in 2019,2020, each director was encouraged to voluntarily elect to use a portion of his or her cash retainer to purchase shares of our common stock pursuant to our Shareowner Direct Plan, or to defer such amount through the Company Stock Account in the Alliant Energy Deferred Compensation Plan. The same appliesFor fees paid in 2021, directors were encouraged to 2020 compensation.use 55% of their cash retainer to purchase shares of our common stock through the Shareowner Direct Plan or the Alliant Energy Deferred Compensation Plan. A non-employee director may elect to receive, or the CompensationNominating and PersonnelGovernance Committee may require that a non-employee director be paid, all or any portion of his or her annual cash retainer payment or other cash fees in the form of shares of common stock issued under our Amended and Restated 20102020 Omnibus Incentive Plan or a successor plan thereto.
Directors are required to be shareowners. The target share ownership level for non-employee directors is the number of shares equal to the value of two times the full annual retainer. Directors have five years after joining the Board of Directors to attain the ownership guideline. Shares held by directors in the Shareowner Direct Plan and the Alliant Energy Deferred Compensation Plan are included in the target goal. As of December 31, 2019,2020, all of our current non-employee directors had met the target ownership level, with the exception of:of Mr. Newport, who became a director in 2018; Ms. Evanko who became a director in 2019;2018, and Mr. Garcia, who became a director in 2020. We continue to monitor the status of the target ownership levels and review them with the Board of Directors.
Under the Alliant Energy Deferred Compensation Plan, directors may elect to defer all or part of their retainer fee to an Interest Account, Equity Account, Company Stock Account or Mutual Fund Account. Deferrals credited to the Interest Account receive an annual return based on the 10-year Treasury Bond Rate plus 1.50%. Deferrals credited to the Equity Account are treated as invested in an S&P 500 index fund. Deferrals credited to the Mutual Fund Account are treated as invested in a mutual fund or other investment vehicle offered under our Alliant Energy Corporation 401(k) Savings Plan as selected by the director. Deferrals credited to the Company Stock Account are treated as though invested in our common stock and are credited with dividend equivalents, which are treated as if reinvested in our common stock. Payments from our Alliant Energy Deferred Compensation Plan by reason of death or disabilityretirement may be made in a lump sum or in annual installments for up to 10 years at the election of the director. Payments from our Alliant Energy Deferred Compensation Plan for any reason other than death or retirement are made in a lump sum.
We maintain a legacy Directors’ Charitable Award Program in which one directoronly Ms. McAllister participates; this program was terminated for all directors who joined the Board after January 1, 2005. Ms. McAllister participates in this program. The purpose of the program is to recognize our directors’ interest in supporting worthy charitable institutions. Under the program, when a director dies, we will donate a total of $500,000 to up to five qualified charitable organizations selected by the individual director. The individual director derives no financial benefit from the program. We take all deductions for charitable contributions and fund the donations through life insurance policies on the directors.director. Over the life of the program, all costs of donations and premiums on the life insurance policies, including a return of our cost of funds, will be recovered through life insurance proceeds on the directors.director. In 2019, the participating director2020, Ms. McAllister received no additional compensation for this program.
Directors are eligible to participate in the Alliant Energy Foundation, Inc. matching gift program, which is generally available to all employees and retirees. Under this program, the foundation matches 100% of charitable donations over $50 to eligible charities. In 2019,2020, the amount of matching contributions was capped at $3,500 per year for each director.
ALLIANT ENERGY | 2021 Proxy Statement | 21
OWNERSHIP OF VOTING SECURITIES
OWNERSHIP OF VOTING SECURITIES
Listed below are the number of shares of our common stock beneficially owned as of March 9, 20208, 2021 by: (1) the executive officers listed in the Summary Compensation Table; (2) all of our director nominees and directors; and (3) all director nominees, directors and executive officers as a group. No individual director or executive officer owned more than 1% of the outstanding shares of common stock on that date. The directors and executive officers as a group owned less than 1% of the outstanding shares of common stock on that date. No director or executive officer owns any other equity of Alliant Energy Corporation or any of its subsidiaries. None of the shares held by the executive officers and directors are pledged.
| Name of Beneficial Owner | Shares Beneficially Owned(1) | ||||
| EXECUTIVE OFFICERS | |||||
| John O. Larsen | |||||
| Robert J. Durian | |||||
| James H. Gallegos | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
| DIRECTOR NOMINEES | |||||
| Roger K. Newport | 9,743 | ||||
| Dean C. Oestreich | 70,391 | ||||
| Carol P. Sanders | 60,718 | ||||
| CONTINUING DIRECTORS | |||||
| Patrick E. Allen | |||||
| Michael D. Garcia | |||||
| Singleton B. McAllister | |||||
| Thomas F. O’Toole | 21,879 | ||||
| Susan D. Whiting | |||||
| All Executive Officers and Directors as a Group | |||||
(1) Total shares of Company common stock outstanding as of March 8, 2021 were 250,122,516. Executive officers and directors own fractional shares of common stock. Fractional shares have been rounded to the nearest whole share in this table and in this footnote. Included in the beneficially owned shares shown are the following number of shares of common stock held in deferred compensation plans: Mr. Allen — 31,183; Mr. Gallegos — 1,116; Mr. Garcia — 3,742; Mr. Kouba — 789; Mr. Larsen — 18,333; Ms. McAllister — 21,670; Mr. Newport — 8,743; Mr. Oestreich — 68,391; Mr. O’Toole — 21,862; Ms. Sanders — 60,718; and Ms. Whiting — 19,306 (all executive officers and directors as a group — 256,471).
ALLIANT ENERGY | 2021 Proxy Statement | 22
OWNERSHIP OF VOTING SECURITIES
The following table sets forth information regarding beneficial ownership by the only owners known to us to own more than 5% of our common stock. The beneficial ownership set forth below has been reported on Schedule 13G filings with the SEC by the beneficial owners, as of the respective date provided below.
| Amount and Nature of Beneficial Ownership | |||||||||||||||||||||||||||||
| Voting Power | Investment Power | ||||||||||||||||||||||||||||
| Name and Address of Beneficial Owner | Sole | Shared | Sole | Shared | Aggregate | Percent of Class | |||||||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 (dated as of February 10, 2021) | 0 | 571,012 | 28,718,788 | 1,265,422 | 29,984,210 | 12.01% | |||||||||||||||||||||||
BlackRock Inc. 55 East 52nd Street New York, NY 10055 (dated as of January 29, 2021) | 18,204,162 | 0 | 20,097,020 | 0 | 20,097,020 | 8.00% | |||||||||||||||||||||||
State Street Corporation One Lincoln Street Boston, MA 02111 (dated as of February 5, 2021) | 0 | 11,372,749 | 0 | 12,521,586 | 12,539,059 | 5.02% | |||||||||||||||||||||||
| Amount and Nature of Beneficial Ownership | ||||||||||
| Voting Power | Investment Power | |||||||||
Name and Address of Beneficial Owner | Sole | Shared | Sole | Shared | Aggregate | Percent of Class | ||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 (dated as of February 10, 2020) | 418,920 | 134,842 | 30,356,344 | 461,171 | 30,817,515 | 12.62 | % | |||
BlackRock Inc. 55 East 52nd Street New York, NY 10055 (dated as of February 4, 2020) | 21,126,478 | 0 | 23,173,142 | 0 | 23,173,142 | 9.60 | % | |||
State Street Corporation One Lincoln Street Boston, MA 02111 (dated as of February 13, 2020) | 0 | 11,289,855 | 0 | 13,065,953 | 13,085,033 | 5.36 | % | |||
ALLIANT ENERGY | 2021 Proxy Statement | 23
COMPENSATION DISCUSSION AND ANALYSIS
ALLIANT ENERGY | 2021 Proxy Statement | 24
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
Our purpose at Alliant Energy’s missionEnergy is to deliver energy solutions and exceptional service that ourserve customers and communities can count on — safely, efficiently and responsibly.build strong communities. Our missionpurpose is supported by aour strategy, thatand our strategy is guided by our Values and focused on meeting the evolving expectations of customers while providing an attractive return for investors. Our customer-focusedpurpose-driven strategy includes five key elements:
Our executive compensation program is guided by our Values and is designed to promote our strategy. It does so by providing market-based pay and rewarding achievement related to our strategy. The principles and components of our compensation program are regularly reviewed by our Compensation and Personnel Committee, our CEO and the Compensation and Personnel Committee’s independent compensation consultant to ensure that they meet the objectives of the program.
| Our named executive officers for | |||||
| 1. | John O. Larsen: | ||||
| 2. | Robert J. Durian: Executive Vice President and Chief Financial Officer | ||||
| 3. | James H. Gallegos: Executive Vice President, General Counsel and Corporate Secretary | ||||
| 4. | David A. de Leon: Senior Vice President; President of WPL | ||||
| 5. | Terry L. Kouba: Senior Vice President; President of IPL | ||||
HOW WE PERFORMED
2020 Highlights
Highlights of our 2020 performance include the following:
•Earnings per share (EPS) from continuing operations of $2.47 and adjusted EPS from continuing operations of $2.44 (adjusted as Chairman and CEOdescribed below)
•Dividend of Alliant Energy, and Mr. Larsen was appointed Chairman, President and CEO$1.52 per common share
•Total shareowner return of Alliant Energy. Mr. Larsen was appointed CEO32.2% for last three years
•Achieved 100% of IPL and WPL effective January 1, 2019.our emissions reduction goals
•Exceeded reliability targets
ALLIANT ENERGY | 2021 Proxy Statement | 25
COMPENSATION DISCUSSION AND ANALYSIS
Our pay programs are designed to reflect Company performance. The following table shows the relationship between financial performance goals and executive performance-basedincentive-based payouts over the past three years:
| Year | Adjusted EPS from Continuing Operations(1) | Target Adjusted EPS from Continuing Operations | Annual Performance Payout as % of Target | Relative Total Shareowner Return – Three Years(2) | Performance Share Payout as % of Target(3) | Performance Restricted Stock Unit Payout as % of Target(4) | ||||||||||||||
| 2018 | $2.17 | $2.11 | 116% | 67th percentile | 142.5% | 200.0% | ||||||||||||||
| 2019 | $2.31 | $2.24 | 127% | 72nd percentile | 155.0% | 200.0% | ||||||||||||||
| 2020 | $2.44 | $2.41 | 118% | 79th percentile | 172.5% | 200.0% | ||||||||||||||
| Year | Adjusted EPS from Continuing Operations(1) | Target Adjusted EPS from Continuing Operations | Annual Performance Payout as % of Target | Relative Total Shareowner Return – Three Years(2) | Performance Share Payout as % of Target(3) | Performance- Contingent Restricted Stock Vesting(4) | Performance Restricted Stock Unit Payout as % of Target(5) |
| 2017 | $1.96 | $1.99 | 79% | 65th percentile | 137.5% | Yes | |
| 2018 | $2.17 | $2.11 | 116% | 67th percentile | 142.5% | 200.0% | |
| 2019 | $2.31 | $2.24 | 127% | 72nd percentile | 155.0% | 200.0% | |
(1) 2018 GAAP EPS from consolidated earnings from continuing operations was $2.19. Adjusted EPS in 2018 excluded earnings of $0.02 per share related to Federal Tax Reform adjustments as a result of clarifying rules issued in 2018. 2019 GAAP EPS from consolidated earnings from continuing operations was $2.33. Adjusted EPS for 2019 excludes earnings of $0.02 per share related to ATC return on equity (ROE) reserve adjustments due to a Federal Energy Regulatory Commission decision in the fourth quarter of 2019 regarding Midcontinent Independent System Operator, Inc. transmission owners’ authorized ROE. 2020 GAAP EPS from consolidated earnings from continuing operations was $2.47. Adjusted EPS in 2020 excludes a gain of $0.02 per share related to credit loss adjustments on a guarantee for an affiliate of Whiting Petroleum Corporation, a gain of $0.02 per share related to a tax valuation allowance adjustment, and a loss of $0.01 per share resulting from a settlement loss for the IPL retirement plan.
(3) Performance shares vest based on relative total shareowner return over a three-year period. The percentage shown here is the percentage of target at which the performance shares vested at the end of the applicable three-year performance period.
HOW WE DETERMINE EXECUTIVE COMPENSATION
Our compensation vision is to provide compensation programs that drivepromote the achievement of our purpose-driven strategy, align executives’ and employees’ interests with the success of the Company, and provide competitive compensation opportunities to attract, retain and motivate a highly talented executive team and workforce. Our philosophy is to design compensation programs that drive high performance and reward that performance competitively within our industry. We believe that everyone should clearly understand their compensation and connection betweenhow it connects to individual and shareowner value.
The objectives for our executive compensation program are as follows:
• Reward Strong Performance: motivate and reward executives to contribute to the achievement of our business objectives by aligning pay and performance through variable at-risk compensation
• Align Executives’ and Shareowners’ Interests: align executive officers’ interests with those of our shareowners by delivering a significant proportion of total compensation through equity, tying a portion of our long-term performanceincentive pay directly to total shareowner return and requiring executives to own Company stock
• Maintain Consistency: drive sustainable performance and improvement by maintaining an appropriate level of executive compensation design consistency
ALLIANT ENERGY | 2021 Proxy Statement | 26
COMPENSATION DISCUSSION AND ANALYSIS
These compensation practices help us achieve our program objectives:
• Equity Ownership: executive officers have significant holdings of our common stock
• Minimized Systemic Risk-Taking: compensation programs are developed to properly mitigate unintended risk-taking, including by providing a mix of long-term and short-term compensation and using multiple performance criteria to determine awards
• Market Compensation: total aggregate compensation levels are reviewed against market compensation levels, which ensures that we provide a competitive pay opportunity
• Access to Retirement Programs: executive officers have access to retirement plans commonly in use among comparable companies, including deferred compensation plans, certain non-qualified retirement plans and 401(k) savings plans
The Compensation and Personnel Committee reconsiders these objectives and practices in its regular reviews of the executive compensation program.
COVID-19
The COVID-19 pandemic created unprecedented challenges for our Company, our customers, our communities and our employees in 2020. The Compensation and Personnel Committee regularly reviewed the Company’s strategic plan and goals in light of the impacts of COVID-19 with management and its independent consultant. Based on these reviews, the committee determined that the strategic plan remained appropriate, that executive and corporate goals remained relevant, and that changes to executive compensation in 2020 were not necessary due to COVID-19.
ALLIANT ENERGY | 2021 Proxy Statement | 27
COMPENSATION DISCUSSION AND ANALYSIS
Our components of executive compensation are:
| Component | Description | Objective within Compensation Program | |||||||||
| Base Salary | Fixed compensation, subject to annual review and adjusted in response to changes in responsibility, performance, strategic importance, length of service and competitive practice | • | Provides base compensation at a level consistent with competitive practices | ||||||||
| • | Reflects roles, responsibilities, skills, experience and performance | ||||||||||
| • | Adheres to competitive market practices | ||||||||||
| Short-Term (Annual) | Annual cash | • | Motivates and rewards achievement of annual Company goals | ||||||||
| • | Aligns management and key stakeholder interests by linking pay and performance | ||||||||||
| • | Promotes achievement of strategic plan by linking pay to achievement of strategic goals | ||||||||||
| Long-Term (Equity) | • | Motivates and rewards financial performance over a sustained period | |||||||||
| • | Aligns management and shareowner interests by encouraging management ownership | ||||||||||
| • | Enhances retention of management personnel | ||||||||||
| • | Rewards strong total shareowner return and earnings growth | ||||||||||
| • | Links pay to performance relative to peers | ||||||||||
| Long-Term (Equity) Service-Based Compensation | Time-vesting awards earned after three years, subject to continuous employment | • | Enhances retention of management personnel | ||||||||
| • | Aligns management and shareowner interests by encouraging management ownership | ||||||||||
| Retirement and Other Benefits | Tax-qualified, deferred compensation and other benefits | • | Provides for current and future needs of the executives and their families | ||||||||
| • | Enhances recruitment and retention | ||||||||||
| • | Adheres to competitive market practices | ||||||||||
| Post-Termination Compensation | Key Executive Employment and Severance Agreements (KEESAs) and Executive Severance Plan: contingent amounts payable only if employment is terminated under certain conditions | • | Enhances retention of management personnel by providing employment continuity | ||||||||
| • | Encourages the objective evaluation and execution of potential changes to the Company’s strategy and structure | ||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 28
COMPENSATION DISCUSSION AND ANALYSIS
Our compensation components are weighted toward performance-basedincentive-based compensation, as shown below:
The Compensation and Personnel Committee annually reviews and adjusts salaries based on changes in the market, responsibilities and performance against job expectations, strategic importance and experience and tenure. The Company is not contractually bound by employment or other agreements to pay particular levels of base salary to our executive officers, thereby affording flexibility in those determinations.
The following table sets forth the base salaries of each named executive officer as of the end of the 20192020 and 20182019 calendar years, as well as the percentage change from the prior year.
| Named Executive Officer | 2019 Base Salary | 2018 Base Salary | Percentage Increase | Named Executive Officer | 2020 Base Salary | 2019 Base Salary | Percentage Increase | ||||||||
| John O. Larsen | $900,000 | $550,000 | 63.6 | % | John O. Larsen | $975,000 | $900,000 | 8.3% | |||||||
| Robert J. Durian | $500,000 | $475,000 | 5.3 | % | Robert J. Durian | $540,000 | $500,000 | 8.0% | |||||||
| James H. Gallegos | $525,000 | $500,000 | 5.0 | % | James H. Gallegos | $540,000 | $525,000 | 2.9% | |||||||
| David A. de Leon | $300,000 | $260,000 | 15.4 | % | David A. de Leon | $375,000 | $300,000 | 25.0% | |||||||
| Terry L. Kouba | $300,000 | $270,000 | 11.1 | % | Terry L. Kouba | $375,000 | $300,000 | 25.0% | |||||||
| Patricia L. Kampling | $1,060,000 | $1,009,400 | 5.0 | % | |||||||||||
The salary increases of Mr. Larsen,reflect increased responsibilities, particularly for Mr. de Leon and Mr. Kouba, reflect promotions during 2019. Mr. Larsen was promoted to the position of President and CEO. Mr. de Leon was promoted to the position of Senior Vice President of Alliant Energy and President of WPL. Mr. Kouba was promoted to the position of Senior Vice President of Alliant Energy and President of IPL. The other base salary increases shown above reflect efforts to keep total targeted compensation in line with market.
Executive officers participate in the Executive Performance Pay (“EXPP”)(EXPP) Plan that provides the opportunity for annual cash payments tied directly to the achievement of key financial and operational goals. The Compensation and Personnel Committee sets Company and individual goals based onguided by our purpose, our Values and our strategic plan. Company goals balance financial and operational goals to drive value for both our shareowners and customers.
The Compensation and Personnel Committee approved earnings per share as the financial goal to reward earnings growth, which benefitsgrowth. This aligns with our strategy to meet expectations of shareowners and was guided by our Value ofto Do the right thing – we keep our promise to deliver earnings growthgrowth. Operational goals related to customer experience, the environment and diversity were set to reward our commitment to our shareowners. Operationalcustomers and ESG-related goals were set based onand reflect our strategic plancorporate purpose to serve customers and our Values.build strong communities. The customer experience goals recognizeare linked to our customer-focused strategy and supportguided by our Value ofto Make things better for our customers and communities as thecommunities. The customer interaction target measures our efforts to make a simple, personalized experience for our customers. The System Average Interruption Duration Index (SAIDI) measures outage duration and the System Average Interruption Frequency Index (SAIFI) measures outage frequency. The emissions reduction goal supportsis linked to our commitmentstrategy to cleaner energy andprovide affordable, clean-energy solutions to our customers. It is guided by our Value ofto Act for tomorrow.and measures our
ALLIANT ENERGY | 2021 Proxy Statement | 29
COMPENSATION DISCUSSION AND ANALYSIS
commitment to clean energy. Finally, our diversity goals support an inclusive culture and our Value ofto Care for others. Annual performance-basedincentive-based payouts to our executive officers are based on achievement of these goals.
The Company goals for 20192020 and our performance compared to those goals are shown below.
| Goal | Percentage of Performance Pool | Target | Actual | Percentage Payment Toward Performance Pool | ||||||||||
| Consolidated EPS from Continuing Operations (EPS) | 70% | EPS:(1) Threshold: $2.27 Target: $2.41 Maximum: $2.51 | $2.44 | 80.5% | ||||||||||
| Customer Experience | 7.5% | Customer Interaction Survey: Threshold: 7.66 Target: 7.78 Maximum: 8.18 | 8.48 | 11.3% | ||||||||||
| 3.75% | SAIDI: Threshold: 105 Target: 95 Maximum: 81 | 81 | 5.6% | |||||||||||
| 3.75% | SAIFl: Threshold: 1.03 Target: 0.93 Maximum: 0.79 | 0.74 | 5.6% | |||||||||||
| Environmental | 7.5% | Annual Progress Toward Long-Term Emission Goal: Threshold: 95.5% Target: 98.3% Maximum: 100.0% | 100% | 11.3% | ||||||||||
| Diversity | 3.75% | People of Color: Threshold: 5.2% Target: 5.4% Maximum: 5.6% | 5.4% | 3.7% | ||||||||||
| 3.75% | Women: Threshold: 25.9% Target: 26.6% Maximum: 27.3% | 25.7% | 0.0% | |||||||||||
| TOTAL | 100.0% | 118.0% | ||||||||||||
| Goal | Percentage of Performance Pool | Target | Actual | Percentage Payment Toward Performance Pool |
| Consolidated EPS from Continuing Operations (“EPS”) | 70% | EPS:(1) Threshold: $2.10 Target: $2.24 Maximum: $2.33 | $2.31 | 97.2% |
| Customer Experience (each goal accounts for one-third of this performance goal, weighted at a total of 15%) | 5% | Customer Interaction Survey: Threshold: 7.19 Target: 7.68 Maximum: 8.18 | 7.66 | 4.9% |
| 5% | SAIDI: Threshold: 106 Target: 95 Maximum: 83 | 98.9 | 4.1% | |
| 5% | SAIFl: Threshold: 1.04 Target: 0.94 Maximum: 0.82 | 0.92 | 5.4% | |
| Environmental | 10% | Annual Progress Towards Long-Term Emission Goal: Threshold: 95.5% Target: 98.2% Maximum: 100.0% | 100.0% | 15.0% |
| Diversity (each goal accounts for one-half of this performance goal, weighted at a total of 5%) | 2.5% | People of Color: Threshold: 5.1% Target: 5.3% Maximum: 5.5% | 5.0% | 0.0% |
| 2.5% | Women: Threshold: 25.9% Target: 26.5% Maximum: 27.1% | 25.8% | 0.0% | |
| TOTAL | 100.0% | 126.6% | ||
Each performance goal is measured independently of other goals. Company performance compared to the goals was 126.6%118% as shown in the chart above. Maximum Company performance is 150% of target.
Individual performance goals are set to drive an individual’s contribution to our strategic business imperatives. The goals can be both qualitative and quantitative and can vary for each executive officer. The Compensation and Personnel Committee may use individual performance to modify the amount of a performancean incentive award earned by an executive officer. For 2019,2020, the committee did not modify the awards of any named executive officer based on individual performance, and
all payouts to the named executive officers for 20192020 were calculated based on achievement of the Company goals shown above.
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COMPENSATION DISCUSSION AND ANALYSIS
Payment under the EXPP Plan is calculated as follows:
Each target payout percentage under the EXPP Plan is set by the Compensation and Personnel Committee based on survey data, tenure in a position, strategic importance and individual responsibilities. Target payouts as a percentage of base salary for 20192020 are set forth below. They are materially unchangedreflect slight increases from 2018, except for Mr. Larsen whose 2019 target wasdue to increased as a result of his promotionresponsibilities and efforts to the position of President and CEO.keep total targeted compensation in line with market.
| Named Executive Officer | EXPP Plan Target Payout as a Percentage of | ||||
| John O. Larsen | |||||
| Robert J. Durian | |||||
| James H. Gallegos | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
Based on achievement of goals under the EXPP Plan, each executive officer earned 127%118% of his or her target payment. Amounts paid in 20192020 under the EXPP are provided in the “Non-equityNon-equity Incentive Plan Compensation”Compensation column of the Summary Compensation Table.
The EXPPCompensation and Personnel Committee reviewed the short-term incentive plan and adopted a new environmental goal for 2021, which continues to measure our commitment to affordable, clean-energy solutions in line with our Value to Act for tomorrow. The 2021 Executive Short-Term Incentive Plan provides forincludes a goal to reward annual progress toward the clawbackCompany’s long-term goal of annual performance paymentsa 50% reduction in CO2 emissions by 2030 from 2005 levels. The goal was adopted to replace the environmental goal in the event that fraud, intentional misconduct or gross negligence leads to a restatementcurrent plan, which measures reductions of all, or a portion of, our financial results. This policy permits us to pursue recovery of annual performance payments if the payments would have been lower based on the restated financial results.nitrogen oxide, sulfur dioxide and mercury, because reductions were fully achieved in 2020.
We award long-term equity compensation to focus our executive officers on building shareowner value, to retain management personnel and to align management interests with shareowner interests over a sustained period. In 2019,2020, we granted long-term awards under our Amended and Restated 2010 Omnibus Incentive Plan to our named executive officers in three forms: performance restricted stock units, performance shares and restricted stock units. Long-term awards granted in 2021 were granted under our 2020 Omnibus Incentive Plan. The long-term equity awards in 20192020 consisted of 35% performance restricted stock units, 35% performance shares and 30% restricted stock units, at target.
Performance restricted stock units reward absolute net income growth. Performance shares reward total shareowner return relative to our peer utility companies.companies in the Edison Electric Institute (EEI) Stock Index. These long-term equity awards are forfeited if threshold results are not achieved during the applicable performance period. Restricted stock units vest based on continued service and enhance retention of management personnel and align our executive officers’ long-term financial interests to the long-term financial interests of our shareowners. These long-term equity awards are forfeited if the executive officer voluntarily leaves the Company (other than for retirement) or is terminated for cause during the time-vesting period. WeCurrently, we do not issue stock options, and no longerdo not have any outstanding stock options and do not anticipate issuing stock options. Below is a summary of the 20192020 long-term awards.
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COMPENSATION DISCUSSION AND ANALYSIS
| Portion of Long-Term Target Award | Performance Metric | Payout Range as a Percentage of Target | Settlement | |||||||||||
| Performance Restricted Stock Units | 35% | Cumulative Net Income Growth | 0-200% | Shares | ||||||||||
| Performance Shares | 35% | Relative Total Shareowner Return | 0-200% | Shares | ||||||||||
| Restricted Stock Units | 30% | Time-vesting | 100% | Shares | ||||||||||
Portion of Long-Term Target Award | Performance Metric | Payout Range as a Percentage of Target | Settlement | |
| Performance Restricted Stock Units | 35% | Net Income Growth | 0-200% | Shares |
| Performance Shares | 35% | Relative Total Shareowner Return | 0-200% | Shares |
| Restricted Stock Units | 30% | Time-vesting | 100% | Shares |
increased responsibilities and efforts to keep total targeted compensation in line with market.
| Named Executive Officer | Equity Grant Value as a Percentage of Base Salary | ||||
| John O. Larsen | |||||
| Robert J. Durian | |||||
| James H. Gallegos | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
The Compensation and Personnel Committee considers survey data, tenure in a position, strategic importance, individual responsibilities and the competitiveness of the total compensation package when setting the long-term performanceincentive pay target. The dollar value of the long-term equity awards are determined prior to the grant date, and we grant the number of target shares or units necessary to approximate that dollar value based on the fair market value of our share price on the grant date.
Performance restricted stock units are intended to reward absolute long-term growth. Vesting of the performance restricted stock units is based on achieving compounded annuala cumulative net income growth target over a three-year performance period as follows:
Three-Year Compounded Annual Growth of Consolidated Net Income from Continuing Operations | Percentage of Target Value Payout | |||||
| Three-Year Cumulative Consolidated Net Income from Continuing Operations Growth | Three-Year Cumulative Consolidated Net Income from Continuing Operations Growth | Percentage of Target Value Payout | ||||
| 7% | 200% | 7% | 200% | |||
| 6% | 150% | 6% | 150% | |||
| 5% | 100% | 5% | 100% | |||
| 4% | 50% | 4% | 50% | |||
| Below 4% | 0% | Below 4% | 0% | |||
Vesting at target requires 5% compounded annual growth, which is based on the successful and timely execution of our strategic plan. The target is calculated based on achieving a compounded annual growth rate of 5% for a two-year period over projected 2019cumulative consolidated net income from continuing operations,target over the performance period, excluding certain items as permitted by the Amended and Restated 2010 Omnibus Incentive Plan, such as charges for reorganizing and restructuring, discontinued operations, asset write-downs, gains or losses on the disposition of an asset or business, mergers, acquisitions or dispositions and unusual or non-recurring items of gain or loss, in each case, as identified in the Company'sCompany’s audited financial statements or periodic reports. Performance restricted stock units granted in 20192020 will vest at target if our cumulative consolidated net income from continuing operations is $596.0 million as ofover the end of the three-year performance period.period totals $1,879.5 million. Performance restricted stock unit payouts are capped at 200% of the target payout. Performance restricted stock units are paid in Company stock.
Any dividend equivalents credited on performance restricted stock units are treated as reinvested, but are not payable to the participant until the performance target is met and vesting is completed.
Performance restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control, the awards vest at target and are valued based on the Company’s stock price as of the date immediately preceding the
ALLIANT ENERGY | 2021 Proxy Statement | 32
COMPENSATION DISCUSSION AND ANALYSIS
change in control date. The awards are paid at the end of the three-year vesting period provided the executive is still employed by the Company or had a qualifying termination event.
Performance restricted stock units granted in 2018 (performance period ended on December 31, 2020) had a net income target calculated based on achieving a compounded annual growth rate of 5% for a two-year period over projected 2018 consolidated net income from continuing operations, excluding certain items described above as permitted by the Amended and Restated 2010 Omnibus Incentive Plan. Adjusted net income for the period ended December 31, 20192020 was $536.3$578 million, which exceeded the 7% three-year compounded annual growth for the performance period for the 2017 performance restricted stock units.of consolidated net income from continuing operations. As a result, our named executive officers earned 200% of the target award for the 2017-20192018-2020 performance period. Additional information about the payout of the performance restricted stock unit payoutsunits for the 2017-20192018-2020 performance period is provided in the “20192020 Option Exercises and Stock Vested”Vested table.
Performance shares are intended to reward companyCompany performance relative to our peers.peers in the EEI Stock Index. Vesting of the performance shares is based on our relative total shareowner return over a three-year performance period as follows:
| Three-Year Total Shareowner Return Relative To EEI Stock Index | Percentage of Target Value Payout | ||||
90th percentile or greater | 200% | ||||
80th percentile | 175% | ||||
70th percentile | 150% | ||||
60th percentile | 125% | ||||
50th percentile | 100% | ||||
45th percentile | 75% | ||||
40th percentile | 50% | ||||
Below 40th percentile | 0% | ||||
The total shareowner return calculation represents the cumulative return for the three-year performance period reflecting price appreciation and reinvested dividend payments. Performance shares pay at target if our relative total shareowner return over three years is equal to the median performance of a specific peer group selected by the Compensation and Personnel Committee. The committee selected the Edison Electric Institute (“EEI”)EEI Stock Index as the peer group for the 20192020 grants of performance shares as in previous years. We believe the comparison to the EEI Stock Index appropriately assesses our performance relative to other publicly traded utilities. Performance share payouts are capped at 200% of the target payout.
Performance shares granted in 2017 and 2018 arewere paid in shares of our common stock, cash or a combination of our common stock and cash, at the executives’ election. If the named executive officer chooseschose to take the payment in cash, the amount of the payout iswas determined by multiplying the number of shares earned by the stock value on a date chosen by the Compensation and Personnel Committee. The committee chooseschose this date in advance of issuing shares under the program, and it is typically the date immediately prior to payment. Performance shares granted in 2019 and 2020 are paid in Company stock.stock only.
Any dividend equivalents credited on performance shares are treated as reinvested, but are not payable to the participant until the performance target is met and vesting is completed.
Performance shares have double-trigger acceleration upon a change in control. Upon a change in control, the awards vest at the performance level based on the Company’s performance as of the date immediately preceding the change in control date. The awards are paid at the end of the three-year performance period provided the executive is still employed by the Company or had a qualifying termination event.
The total shareowner return for the 20172018 performance share grant (performance period ended on December 31, 2019)2020) ranked at the 72nd79th percentile relative to the peer group. As a result, our named executive officers earned 155.0%172.5% of the target award for the 2017-20192018-2020 performance period. Additional information about the performance share payouts for the 2017-20192018-2020 performance period is provided in the “20192020 Option Exercises and Stock Vested”Vested table.
ALLIANT ENERGY | 2021 Proxy Statement | 33
COMPENSATION DISCUSSION AND ANALYSIS
The EEI Stock Index, which we use only to measure relative performance for our performance shares, was comprised of the following companies as of December 31, 2020:
| Allete, Inc. | Entergy Corporation | PG&E Corporation | ||||||
| Ameren Corporation | Eversource Energy | Pinnacle West Capital Corporation | ||||||
| American Electric Power Company, Inc. | Exelon Corporation | PNM Resources, Inc. | ||||||
| Avangrid, Inc. | FirstEnergy Corp. | Portland General Electric Company | ||||||
| Avista Corporation | Hawaiian Electric Industries, Inc. | PPL Corporation | ||||||
| Black Hills Corporation | IDACORP, Inc. | Public Service Enterprise Group Inc | ||||||
| CenterPoint Energy, Inc. | MDU Resources Group Inc | Sempra Energy | ||||||
| CMS Energy Corporation | MGE Energy, Inc. | Southern Company | ||||||
| Consolidated Edison, Inc. | NextEra Energy, Inc. | Unitil Corporation | ||||||
| Dominion Energy Inc | NiSource Inc | Evergy, Inc. | ||||||
| DTE Energy Company | NorthWestern Corporation | WEC Energy Group, Inc. | ||||||
| Duke Energy Corporation | OGE Energy Corp. | Xcel Energy, Inc. | ||||||
| Edison International | Otter Tail Corporation | |||||||
Restricted Stock Units
Restricted stock units are intended to align management interests with shareowner interests and retain management personnel. Restricted stock units are time-vesting awards for which forfeiture restrictions liftlapse in a single installment after three years, subject to continuous employment. Restricted stock units granted in 2017 and 2018 arewere paid in shares of our common stock, cash or a
combination of our common stock and cash, at the executives’ election. If the named executive officer chooseschose to take the payment in cash, the amount of the payout iswas determined by multiplying the number of shares earned by the closing price on the last day of the vesting term of the restricted stock units. Restricted stock units granted in 2019 and 2020 are paid in Company stock.stock only.
Any dividend equivalents credited on restricted stock units are treated as reinvested, but are not payable to the participant until vesting is completed.
Restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control, the awards vest at the value based on the Company’s stock price as of the date immediately preceding the change in control date. The awards are paid at the end of the three-year vesting period provided the executive is still employed by the Company or had a qualifying termination event.
Additional information about the restricted stock unit payouts for the 2017-20192018-2020 vesting period is provided in the “20192020 Option Exercises and Stock Vested”Vested table.
We offer retirement and other benefit programs to our named executive officers that are consistent with those of our competitors.peers. We provide these benefits to remain competitive with the general market for executive officers. The benefit programs are designed to be competitive in attracting, retaining and motivating our named executive officers by providing competitive retirement benefits and incentivizing the promotion of the Company’s and shareowners’ interests over a long time horizon. A brief description of the plans is set forth in the table below.
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COMPENSATION DISCUSSION AND ANALYSIS
| Benefit | Description | ||||
Alliant Energy Deferred Compensation Plan | Enables participants to defer up to 100% of base salary and annual | ||||
Alliant Energy Cash Balance Pension Plan(2) | Offers flexible payment options and steady growth of retirement funds. The Cash Balance Pension Plan was frozen for participants effective August 2, 2008. Employees hired after December 25, 2005 are not eligible to participate. | ||||
Alliant Energy Corporation 401(k) Savings Plan | Provides for a match of $0.50 on each dollar for the first 8% of compensation contributed to the 401(k) Savings Plan account by the participants up to the IRS maximum. In addition, we contribute a percentage of participants’ salaries to their 401(k) accounts. The amount of the Company contribution ranges from 4% to 6% of a participant’s salary, depending on the participant’s age and number of years of service at the Company. | ||||
Alliant Energy Excess Retirement Plan(2) | Provides the benefit that the participants would have earned under the Cash Balance Pension Plan and the Alliant Energy Corporation 401(k) Savings Plan but for statutory limitations on employer-provided benefits imposed on those tax-qualified plans and accruals earned on their deferrals into the AEDCP. | ||||
Alliant Energy Supplemental Retirement Plan | Generally provides retirement compensation in addition to the benefits provided by the Cash Balance Pension Plan and 401(k) Savings Plan, which are limited by the Internal Revenue Code of 1986 (which we refer to as the tax code), and the Alliant Energy Excess Retirement Plan. Generally payable only if the executive remains with us until retirement, disability or death. We do not anticipate providing SRP benefits to executives hired or promoted in 2013 or thereafter. | ||||
(1) See 2020 Non-qualified Deferred Compensation below for more information regarding the AEDCP.
(2) See 2020 Pension Benefits below for more information regarding the Alliant Energy Cash Balance Pension Plan, the Excess Retirement Plan and the SRP.
The Compensation and Personnel Committee reviews benefit programs on a periodic basis to determine effectiveness and identify any necessary changes. Based on market data showing a trend away from SRPs, we do not anticipate providing SRP benefits to executives hired or promoted in 2013 or thereafter. The committee does not believe this change will inhibit our ability to attract and retain executive officers.
We provide limited perquisites to our named executive officers. Our named executive officers are eligible for executive physicals, reimbursement of financial planning expenses and long-term disability insurance which are in excess of the benefits provided to our other non-executive employees. The Compensation and Personnel Committee recognizes that the CEO’s job duties require significant travel and he or she is, therefore, permitted to use a corporate aircraft in some instances.aircraft. From time to time, a family member or members may accompany the CEO on business trips. For that reason,
the Compensation and Personnel Committee established guidelines for personal use of the corporate aircraft. Under those guidelines, the CEO is permitted up to 40 hours of personal use of corporate aircraft each year.
We currently have in effect Key Executive Employment and Severance Agreements (“KEESAs”)(KEESAs) with our executive officers, including our named executive officers, and certain other key employees, which provide for severance benefits under certain circumstances following a change in control. Benefits under the KEESAs are paid ifif: (1) a change in control occurs and (2) a loss of employment occurs under certain circumstances within 180 days prior to the change in control or two years after the change in control. This “double-trigger”double-trigger mechanism ensures that only those executives adversely affected by a change in control will receive benefits under the KEESA. The cash termination benefit under the KEESA is up to two times the sum ofof: (i) the officer’s annual base salary and (ii) the greater of the officer’s target annual performanceincentive pay for the year in which the termination date occurs, or the officer’s annual performanceincentive pay in the year prior to the change in control. We do not offer severance arrangements with executive officers that provide a multiplier greater than two.
The KEESAs are generally designed to avoid the adverse effects of Section 280G of the tax code. Each KEESA provides that if any portion of the benefits under the KEESA or under any other agreement would constitute an excess parachute payment for purposes of the tax code, the executive officer may receive the greater, on an after-tax basis, of either a payment $1 less than the maximum amount he or she may receive without becoming subject to the 20% excise tax or the fully calculated payment subject to applicable excise taxes, for which the executive officer would be personally responsible. None of the KEESAs have Section 280G tax gross-up provisions.
ALLIANT ENERGY | 2021 Proxy Statement | 35
COMPENSATION DISCUSSION AND ANALYSIS
We believe that the level of the benefits provided by the KEESAs to each executive officer reflects the appropriate amount of compensation necessary for our executive officers to consider our shareowners’ interests without potential influence of their personal interests. We believe the security afforded by the KEESAs will help the executives to remain focused on business continuity and will reduce the distraction of the executive’s reasonable concerns regarding future employment during the uncertainty of a proposed change in control transaction.
We also maintain the executive officer severance benefit plan, which compensates an executive officer in the event that his or her position is eliminated or significantly altered. As with our KEESA benefit, our executive officer severance benefit plan is designed to enable executives to remain focused on our business without undue personal concerns over job security. The plan provides for:
•Severance pay equal to one year’s annual base salary
•Up to 18 months of COBRA coverage or participation in our subsidized retiree medical insurance program if eligible (six months of which are paid by us)
•Outplacement services and/or tuition reimbursement of up to $10,000
•Access to our employee assistance program
Eligibility for benefits under this plan is conditioned upon an executive executing a severance agreement and release form. All severance packages of executive officers are approved by the Compensation and Personnel Committee. We believe our executive severance plan is consistent with industry-wide standards.
We do not have any other employment agreements or separation arrangements with our executive officers.
ALLIANT ENERGY | 2021 Proxy Statement | 36
COMPENSATION DISCUSSION AND ANALYSIS
Our executive compensation program emphasizes best practices in compensation design and governance practices, including:
• Regular reviews of the program by the Compensation and Personnel Committee
• Double-trigger change in control provisions in our severance agreements and long-term equity awards
• Stock ownership guidelines for executive officers and directors
• Dividends paid on equity awards only if performance targets are met or vesting is completed
• Performance metrics that encourage achievement of absolute growth, relative growth, financial goals and operational goals and ESG-related goals
• Prohibition on pledging and hedging of Company stock by executive officers and directors
• No outstanding stock options
• Clawback language inpolicy that applies to our annual performanceand long-term incentive pay planplans
• No Section 280G tax gross-up provisions in our change in control agreements
•Maximum of two-times multiplier for change in control cash severance benefit
• Limited perquisites for our executive officers
ALLIANT ENERGY | 2021 Proxy Statement | 37
COMPENSATION DISCUSSION AND ANALYSIS
| Entity | Role | ||||
| Compensation and Personnel Committee | The Compensation and Personnel Committee reviews and sets each component and level of compensation for the Company’s named executive officers and other executive officers. The Compensation and Personnel Committee’s responsibilities include: • Review and • Review and • The Compensation and Personnel Committee is made up of independent directors and meets regularly in executive sessions without management present. The committee is supported in its work by the human resources staff and by the committee’s outside consultant. | ||||
| Chief Executive Officer | The CEO recommends to the Compensation and Personnel Committee the level of compensation for the Company’s named executive officers and other senior Company executives, other than himself. The CEO considers the following factors when making his recommendations: • Executive performance • Tenure • Strategic importance • Internal pay equity • Market data, as discussed below • Information provided by the Company’s human resources staff The CEO is present and available to the Compensation and Personnel Committee during their meetings with respect to the compensation of the Company’s named executive officers and other executive officers. However, the committee discusses and determines the CEO’s compensation in executive session. | ||||
| Independent Compensation Consultant | The Compensation and Personnel Committee engaged Pay Governance LLC as its independent external advisor. The committee receives data, analyses and support from Pay Governance. During | ||||
| Market Data | Each year, Pay Governance prepares a market compensation analysis based on companies of similar size in terms of revenue, including those in the energy services industry and in general industry. This analysis assists the Compensation and Personnel Committee in establishing executive officer compensation levels to allow us to remain competitive in our market. The market data used in • Willis Towers Watson’s • Willis Towers Watson’s The Compensation and Personnel Committee used equally blended general industry data and energy industry data to determine the market reference point used for corporate positions, which in The Compensation and Personnel Committee considered only aggregate data from these broad-based surveys and did not select any individual companies for comparison. Survey information was size-adjusted using regression analysis to correspond to each officer’s scope of responsibility. The survey data was updated to January The survey data provides market reference points at the 25th, 50th and 75th percentile for each executive officer’s compensation components and total compensation. Generally, total aggregate compensation that falls within 15% of the median market reference point is considered to be at target. The aggregate total targeted compensation for all named executive officers fell within 15% of the applicable market reference point in | ||||
ALLIANT ENERGY | 2021 Proxy Statement | 38
COMPENSATION DISCUSSION AND ANALYSIS
We require executives to own a certain number of shares of our common stock to further align the executives’ interests with those of our shareowners. The stock ownership guidelines are:
| Officer Level | Stock Ownership Guideline | ||||
| Chief Executive Officer | 6 times base salary | ||||
| President | 4 times base salary | ||||
| Executive Vice President | 3.5 times base salary | ||||
| Senior Vice President | 3 times base salary | ||||
| Vice President | 1.5 times base salary | ||||
The required number of shares for each executive is determined by taking the preceding multiples of the executive’s base salary and dividing that amount by the closing price of our common stock as ofof: (i) January 2, 2019, (ii) the date of hire, or (iii) the date of promotion to a higher level of ownership requirement, whichever is later. We round that number to the nearest 500-share increment. The number of shares an executive is required to hold will not change unless the executive is promoted. Setting the required number of shares this way mitigates the effect of short-term volatility on compliance caused by changes in our stock price and by changes in salary.
Shares held outright, vested restricted stock vested restricted stock units, earned performance shares, earned performance restricted stock units, unvested restricted stock that vests solely on the passage of time, unvested restricted stock units that vest based solely on the passage of time, shares held in our AEDCP and shares held in the Alliant Energy Corporation 401(k) Savings Plan count toward the sharestock ownership requirement. Unearned performance restricted stock units and unearned performance shares do not count for this purpose.
Executives have five years from the date of their first long-term equity grants after the later of their hire date, or the date they were promoted into a position with a higher multiple, to achieve their goals. Executives are required to hold 100% of the after-tax value of vested performance restricted stock units until the sharestock ownership guideline is met. Executives who have not met their sharestock ownership level after five years are required to retain 100% of the after-tax value of vested long-term equity awards until the share ownership requirement is met. The Company has not issued any stock options so there is no requirement to hold stock options after exercise. Our CEO retains the right to grant special dispensation for hardship, promotions or new hires.
All of our current named executive officers who have held their current positions for five years are in compliance with the sharestock ownership guidelines. The named executive officers who have been in their positions for less than five years, including our CEO, are on track to achieve the above ownership goals. The shares owned by our named executive officers are shown in the “OwnershipOwnership of Voting Securities”Securities table.
The Compensation and Personnel Committee adopted a clawback policy that applies to all cash and equity-based incentive compensation. Under the clawback policy, the committee will recoup compensation paid under the Company’s cash and equity incentive plans if it determines that such compensation was based on the achievement of financial or other results that were subsequently restated due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws, and due in whole or in part to gross negligence, intentional misconduct or fraud of a current or former executive officer. If, in the committee’s view, the incentive-based compensation would have been materially lower if it had been based on the restated results, the committee will, to the extent permitted by applicable law, seek recoupment from that executive officer of any excess incentive compensation.
Prohibition on Hedging and Pledging
We prohibit the use of any hedging or similar transactions related to our shares by our executive officers and directors. We prohibit all “insiders”insiders from trading in puts, calls, options or other derivative securities related to the Company’s securities.securities. Other hedging transactions, such as short sales, zero-cost collars, prepaid variable forward sale contracts, equity swaps or similar transactions are also prohibited. Insiders are further prohibited from pledging Company securities. Insiders include all executive officers, all members of the Board of Directors and designated employees who receive material nonpublic information in the regular course of their duties.
In December 2019,2020, the Compensation and Personnel Committee reviewed an assessment presented by management of our general compensation policies and practices for all employees, including our non-regulated businesses, to evaluate whether risks arising from these policies and practices were reasonably likely to have a material adverse effect on us.
ALLIANT ENERGY | 2021 Proxy Statement | 39
COMPENSATION DISCUSSION AND ANALYSIS
Based on this assessment, the committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and did not recommend or implement any material changes in 2019.2020. The committee believes that the following features of our policies and practices serve to mitigate material risks arising from our compensation policies and practices:
• A mix of annual and long-term performance-basedincentive-based awards to provide an appropriate balance of short- and long-term risk and reward horizons
• A variety of performance metrics for performanceincentive awards to avoid excessive focus on a single measure of performance
• Caps on performanceincentive awards to reduce incentives to take short-term or inappropriately risky measures to increase payouts in any given year
• Review of our compensation programs for reasonableness by our state utility commissions to mitigate risk
• Clawback policies that provide us with the ability to recoup annual performanceand long-term incentive awards under appropriate circumstances
• Stock ownership requirements for certain executives, including our named executive officers, that help to focus our executives on long-term stock price appreciation and sustainability
• Robust compensation governance practices
Section 162(m) of the tax code limits the tax deductibility of compensation paid to our CEO and certain other executive officers to $1 million per person in any taxable year. Prior to changes to the tax code in December 2017, this limit did not apply to compensation that qualified as “performance-based”performance-based under Section 162(m). Effective for taxable years beginning after December 31, 2017, this exception has been repealed, unless the compensation qualifies for transition relief. NewAs a result, from and after January 1, 2018, compensation awarded in the 2018 taxable year and thereafterto our named executive officers in excess of $1 million per year generally will not be deductible, even if performance-based.
The Compensation and Personnel Committee considers whether compensation will be deductible for federal tax purposes but, consistent with past practice, retains the flexibility and discretion to authorize compensation that will not be deductible, particularly as a result of the changes to Section 162(m) of the tax code.deductible. This flexibility is necessary to achieve elements of the Company’s success that are in areasthe best long-term interests of the Company and its shareowners, such as attracting and retaining talented executives and rewarding achievement of key corporate goals. Although the tax deduction exception for “performance-based” compensation is no longer available, the Compensation and Personal Committee continues to believe a significant portion of our executive compensation should be performance-based to align pay and performance and to create long-term value for our shareowners.
At the Company’s 20192020 Annual Meeting of Shareowners, shareowners approved the say-on-pay proposal with 96%97.6% of the votes cast in favor of the proposal. The say-on-pay proposal is an advisory, non-binding resolution relating to the compensation of our named executive officers. We interpret the voting results as support that our executive compensation program and practices are reasonable and well-alignedwell aligned with shareowners.shareowners’ interests. Notwithstanding this vote of confidence expressed by our shareowners, the Compensation and Personnel Committee and management continue to review the Company’s executive compensation program and related disclosure with the assistance of outside compensation consultants and outside counsel to identify any potential changes that might augment shareowner value.
The Compensation and Personnel Committee is provided with appropriate information and reviews all components of our CEO’s and other executive officers’ compensation. Based on this information, the committee seeks to implement executive compensation that is appropriately tied to the performance of the Company and executives on behalf of shareowners, employees and customers.
ALLIANT ENERGY | 2021 Proxy Statement | 40
COMPENSATION AND PERSONNEL COMMITTEE REPORT
COMPENSATION AND PERSONNEL COMMITTEE REPORT
The Compensation and Personnel Committees of the Boards of Directors of the Company, IPL and WPL have reviewed and discussed the Compensation Discussion and Analysis with our management. Based on this review and discussion, the committees recommended to the respective Boards of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, for filing with the Securities and Exchange Commission.
COMPENSATION AND PERSONNEL COMMITTEE
Susan D. Whiting (Chairman)(Chair)
Patrick E. Allen
Michael D. Garcia
Dean C. Oestreich
Thomas F. O’Toole
ALLIANT ENERGY | 2021 Proxy Statement | 41
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes the compensation paid to or earned by our CEO, our CFO and our next three highest paid executive officers for 20192020 and, where applicable, 20182019 and 2017.2018. We refer to such individuals in this Proxy Statement collectively as our named executive officers.
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation($)(5) | Total ($) | ||||||||||||||||||||
| John O. Larsen: Chair, President and Chief Executive Officer of Alliant Energy; Chair and Chief Executive Officer of IPL & WPL | 2020 | $978,750 | $0 | $3,502,151 | $0 | $1,265,550 | $5,010,781 | $262,902 | $11,020,134 | ||||||||||||||||||||
| 2019 | $754,615 | $0 | $2,473,403 | $0 | $1,143,000 | $3,062,273 | $186,708 | $7,619,999 | |||||||||||||||||||||
| 2018 | $546,702 | $0 | $697,416 | $0 | $446,600 | $655,424 | $106,808 | $2,452,950 | |||||||||||||||||||||
| Robert J. Durian: Executive Vice President and Chief Financial Officer | 2020 | $542,154 | $0 | $1,025,288 | $0 | $477,900 | $137,320 | $150,193 | $2,332,855 | ||||||||||||||||||||
| 2019 | $500,577 | $0 | $904,931 | $0 | $444,500 | $101,153 | $137,803 | $2,088,964 | |||||||||||||||||||||
| 2018 | $472,837 | $0 | $867,356 | $0 | $385,700 | $1,504 | $109,761 | $1,837,158 | |||||||||||||||||||||
| James H. Gallegos: Executive Vice President, General Counsel and Corporate Secretary | 2020 | $543,404 | $0 | $803,491 | $0 | $414,180 | $43,550 | $257,648 | $2,062,273 | ||||||||||||||||||||
| 2019 | $525,673 | $0 | $739,067 | $0 | $400,050 | $41,422 | $222,699 | $1,928,911 | |||||||||||||||||||||
| 2018 | $494,615 | $0 | $710,064 | $0 | $348,000 | $3,340 | $232,827 | $1,788,846 | |||||||||||||||||||||
David A. de Leon: Senior Vice President and President of WPL(6) | 2020 | $372,615 | $0 | $327,132 | $0 | $221,250 | $91,000 | $57,801 | $1,069,798 | ||||||||||||||||||||
| 2019 | $301,154 | $0 | $226,244 | $0 | $171,450 | $70,000 | $49,035 | $817,883 | |||||||||||||||||||||
Terry L. Kouba: Senior Vice President and President of IPL(6) | 2020 | $374,135 | $0 | $327,132 | $0 | $221,250 | $110,170 | $59,562 | $1,092,249 | ||||||||||||||||||||
| 2019 | $301,154 | $0 | $226,244 | $0 | $171,450 | $96,130 | $52,169 | $847,147 | |||||||||||||||||||||
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation($)(5) | Total ($) |
| John O. Larsen: Chairman, President and Chief Executive Officer of Alliant Energy; Chairman and Chief Executive Officer of IPL & WPL | 2019 | $754,615 | $0 | $2,473,403 | $0 | $1,143,000 | $3,062,273 | $186,708 | $7,619,999 |
| 2018 | $546,702 | $0 | $697,416 | $0 | $446,600 | $655,424 | $106,808 | $2,452,950 | |
| 2017 | $393,846 | $0 | $388,217 | $0 | $171,628 | $468,608 | $74,908 | $1,497,207 | |
| Robert J. Durian: Executive Vice President and Chief Financial Officer | 2019 | $500,577 | $0 | $904,931 | $0 | $444,500 | $101,153 | $137,803 | $2,088,964 |
| 2018 | $472,837 | $0 | $867,356 | $0 | $385,700 | $1,504 | $109,761 | $1,837,158 | |
| 2017 | $436,058 | $0 | $819,447 | $0 | $243,320 | $58,486 | $76,338 | $1,633,649 | |
| James H. Gallegos: Executive Vice President, General Counsel and Corporate Secretary | 2019 | $525,673 | $0 | $739,067 | $0 | $400,050 | $41,422 | $222,699 | $1,928,911 |
| 2018 | $494,615 | $0 | $710,064 | $0 | $348,000 | $3,340 | $232,827 | $1,788,846 | |
| 2017 | $439,135 | $0 | $591,834 | $0 | $208,560 | $22,377 | $171,652 | $1,433,558 | |
David A. de Leon: Senior Vice President and President of WPL(6) | 2019 | $301,154 | $0 | $226,244 | $0 | $171,450 | $70,000 | $49,035 | $817,883 |
Terry L. Kouba: Senior Vice President and President of IPL(6) | 2019 | $301,154 | $0 | $226,244 | $0 | $171,450 | $96,130 | $52,169 | $847,147 |
Patricia L. Kampling: Former Chairman and Chief Executive Officer of Alliant Energy(7) | 2019 | $643,468 | $0 | $3,464,092 | $0 | $774,065 | $237,349 | $389,140 | $5,508,114 |
| 2018 | $1,003,821 | $0 | $3,327,872 | $0 | $1,346,540 | $358,019 | $484,457 | $6,520,709 | |
| 2017 | $977,981 | $0 | $3,193,904 | $0 | $851,620 | $1,137,849 | $373,975 | $6,535,329 | |
(2) The amounts in this column reflect the aggregate grant date fair value of performance shares, performance restricted stock units and restricted stock units granted pursuant to our Amended and Restated 2010 Omnibus Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718.
A discussion of the assumptions used in calculating the award values may be found in Note 13(b) to our 20192020 audited financial statements contained in our Annual Report on Form 10-K. For the performance shares, the grant date fair value is based on the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.
ALLIANT ENERGY | 2021 Proxy Statement | 42
EXECUTIVE COMPENSATION
The following represents the breakdown of the 20192020 grant date fair value of performance shares at target and at maximum, respectively, for each named executive officer:
| Name | Grant Date Fair Value of Performance Shares (Target) | Grant Date Fair Value of Performance Shares (Maximum) | Name | Grant Date Fair Value of Performance Shares (Target) | Grant Date Fair Value of Performance Shares (Maximum) | |||||
| John O. Larsen | $894,931 | $1,789,862 | John O. Larsen | $1,284,002 | $2,568,004 | |||||
| Robert J. Durian | $319,954 | $639,908 | Robert J. Durian | $375,915 | $751,830 | |||||
| James H. Gallegos | $261,321 | $522,642 | James H. Gallegos | $294,584 | $589,168 | |||||
| David A. de Leon | $80,000 | $160,000 | David A. de Leon | $119,947 | $239,894 | |||||
| Terry L. Kouba | $80,000 | $160,000 | Terry L. Kouba | $119,947 | $239,894 | |||||
| Patricia L. Kampling | $1,224,799 | $2,449,598 | ||||||||
The following represents the breakdown of the 20192020 grant date fair value of performance restricted stock units at target and at maximum, respectively, for each named executive officer:
| Name | Grant Date Fair Value of Performance Restricted Stock Units (Target) | Grant Date Fair Value of Performance Restricted Stock Units (Maximum) |
| John O. Larsen | $849,947 | $1,699,894 |
| Robert J. Durian | $314,984 | $629,968 |
| James H. Gallegos | $257,262 | $514,524 |
| David A. de Leon | $78,757 | $157,514 |
| Terry L. Kouba | $78,757 | $157,514 |
| Patricia L. Kampling | $1,205,773 | $2,411,546 |
| Name | Grant Date Fair Value of Performance Restricted Stock Units (Target) | Grant Date Fair Value of Performance Restricted Stock Units (Maximum) | ||||||
| John O. Larsen | $1,194,379 | $2,388,758 | ||||||
| Robert J. Durian | $349,676 | $699,352 | ||||||
| James H. Gallegos | $274,022 | $548,044 | ||||||
| David A. de Leon | $111,575 | $223,150 | ||||||
| Terry L. Kouba | $111,575 | $223,150 | ||||||
| Name | Change in Pension Value | Above Market Non-qualified Deferred Compensation Earnings |
| John O. Larsen | $3,058,000 | $4,273 |
| Robert J. Durian | $99,000 | $2,153 |
| James H. Gallegos | $41,000 | $422 |
| David A. de Leon | $70,000 | $0 |
| Terry L. Kouba | $96,000 | $130 |
| Patricia L. Kampling | $231,668 | $5,681 |
(4) The 2020 amounts in this column reflect: (a) the actuarial increase in the present value of each named executive officer’s benefits under all pension plans established by us, determined using the assumptions and methods set forth in footnote (4) to the 2020 Pension Benefits table, which may include amounts that the named executive officer is not currently entitled to receive because such amounts are not yet vested, and (b) amounts representing above market interest on non-qualified deferred compensation. The following represents the breakdown for 2020 for each of the changes in pension value and the above market interest on non-qualified deferred compensation, respectively, for each named executive officer:
| Name | Change in Pension Value | Above Market Non-qualified Deferred Compensation Earnings | ||||||
| John O. Larsen | $5,005,000 | $5,781 | ||||||
| Robert J. Durian | $134,000 | $3,320 | ||||||
| James H. Gallegos | $43,000 | $550 | ||||||
| David A. de Leon | $91,000 | $0 | ||||||
| Terry L. Kouba | $110,000 | $170 | ||||||
The changes in the actuarial present values of the named executive officers’ pension benefits do not constitute cash payments to the named executive officers.
ALLIANT ENERGY | 2021 Proxy Statement | 43
EXECUTIVE COMPENSATION
(5) The following table provides details for the amounts reported under the All Other Compensation column for 2020.
| Name | Perquisites and Other Personal Benefits(a) | Registrant Contributions to Defined Contribution Plans(b) | Life Insurance Premiums | Dividends(c) | Name | Perquisites and Other Personal Benefits(a) | Registrant Contributions to Defined Contribution Plans(b) | Life Insurance Premiums | Dividends(c) | |||||||||
| John O. Larsen | $30,189 | $61,515 | $5,443 | $89,561 | John O. Larsen | $0 | $77,596 | $7,201 | $178,105 | |||||||||
| Robert J. Durian | $0 | $49,808 | $1,250 | $86,745 | Robert J. Durian | $0 | $53,692 | $2,074 | $94,427 | |||||||||
| James H. Gallegos | $0 | $146,741 | $3,778 | $72,180 | James H. Gallegos | $12,786 | $163,101 | $5,999 | $75,762 | |||||||||
| David A. de Leon | $0 | $27,445 | $2,064 | $19,526 | David A. de Leon | $0 | $31,904 | $2,557 | $23,340 | |||||||||
| Terry L. Kouba | $0 | $27,459 | $3,168 | $21,542 | Terry L. Kouba | $0 | $31,904 | $3,925 | $23,733 | |||||||||
| Patricia L. Kampling | $23,628 | $42,290 | $5,742 | $317,480 | ||||||||||||||
(b) Matching contributions to the Alliant Energy Corporation 401(k) Savings Plan, employer contributions to the Alliant Energy Deferred Compensation Plan, employer contributions based on age and service to the 401(k) Savings Plan accounts and employer contributions to the Alliant Energy Excess Retirement Plan and, in the case of Mr. Gallegos, employer contributions to the Defined Contribution Supplemental Retirement Plan equal to 12% of base pay and annual incentive pay.
(c) Dividends and dividend equivalents earned in 2020 on unvested performance shares, performance restricted stock units and restricted stock units are reinvested and paid only at the time performance and/or vesting conditions are satisfied.
(6) Mr. de Leon and Mr. Kouba were not named executive officers in 2018.
2020 CEO Pay Ratio
As required by SEC rules, we are providing the following information based on reasonable estimates.
For 2019,2020, the median of the annual total compensation of all employees (other than CEO) of the Company was $138,044.$199,102.
The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees for 20192020 was 5655 to 1.
Once we identified our median employee, we calculated that employee’s compensation for 20192020 as though that compensation were being calculated for purposes of the Summary Compensation Table. We compared that compensation total with the annualized 20192020 compensation of our current CEO as described above.
ALLIANT ENERGY | 2021 Proxy Statement | 44
EXECUTIVE COMPENSATION
The following table sets forth information regarding all plan-based awards that we granted to our named executive officers in 2019.2020.
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards | ||||
| Threshold ($) 20% | Target ($) 100% | Maximum ($) 150% | Threshold (#) 50% | Target (#) 100% | Maximum (#) 200% | ||||
| John O. Larsen | 2/21/2019(2) | 4,142 | 8,284 | 16,568 | $383,963 | ||||
2/21/2019(3) | 4,142 | 8,284 | 16,568 | $377,999 | |||||
2/21/2019(4) | 7,101 | $324,019 | |||||||
7/24/2019(2) | 4,759 | 9,517 | 19,034 | $510,968 | |||||
7/24/2019(3) | 4,759 | 9,517 | 19,034 | $471,948 | |||||
7/24/2019(4) | 8,157 | $404,506 | |||||||
| $180,000 | $900,000 | $1,350,000 | |||||||
| Robert J. Durian | 2/21/2019(2) | 3,452 | 6,903 | 13,806 | $319,954 | ||||
2/21/2019(3) | 3,452 | 6,903 | 13,806 | $314,984 | |||||
2/21/2019(4) | 5,917 | $269,993 | |||||||
| $70,000 | $350,000 | $525,000 | |||||||
| James H. Gallegos | 2/21/2019(2) | 2,819 | 5,638 | 11,276 | $261,321 | ||||
2/21/2019(3) | 2,819 | 5,638 | 11,276 | $257,262 | |||||
2/21/2019(4) | 4,832 | $220,484 | |||||||
| $63,000 | $315,000 | $472,500 | |||||||
| David A. de Leon | 2/21/2019(2) | 863 | 1,726 | 3,452 | $80,000 | ||||
2/21/2019(3) | 863 | 1,726 | 3,452 | $78,757 | |||||
2/21/2019(4) | 1,479 | $67,487 | |||||||
| $27,000 | $135,000 | $202,500 | |||||||
| Terry L. Kouba | 2/21/2019(2) | 863 | 1,726 | 3,452 | $80,000 | ||||
2/21/2019(3) | 863 | 1,726 | 3,452 | $78,757 | |||||
2/21/2019(4) | 1,479 | $67,487 | |||||||
| $27,000 | $135,000 | $202,500 | |||||||
Patricia L. Kampling(5) | 2/21/2019(2) | 13,213 | 26,425 | 52,850 | $1,224,799 | ||||
2/21/2019(3) | 13,213 | 26,425 | 52,850 | $1,205,773 | |||||
2/21/2019(4) | 22,650 | $1,033,520 | |||||||
| $243,800 | $1,219,000 | $1,828,500 | |||||||
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards | ||||||||||||||||||||||||
| Threshold ($) 20% | Target ($) 100% | Maximum ($) 150% | Threshold (#) 50% | Target (#) 100% | Maximum (#) 200% | ||||||||||||||||||||||||
| John O. Larsen | 2/20/2020(2) | 10,025 | 20,050 | 40,100 | $1,284,002 | ||||||||||||||||||||||||
2/20/2020(3) | 10,025 | 20,050 | 40,100 | $1,194,379 | |||||||||||||||||||||||||
2/20/2020(4) | 17,186 | $1,023,770 | |||||||||||||||||||||||||||
| $214,500 | $1,072,500 | $1,608,750 | |||||||||||||||||||||||||||
| Robert J. Durian | 2/20/2020(2) | 2,935 | 5,870 | 11,740 | $375,915 | ||||||||||||||||||||||||
2/20/2020(3) | 2,935 | 5,870 | 11,740 | $349,676 | |||||||||||||||||||||||||
2/20/2020(4) | 5,031 | $299,697 | |||||||||||||||||||||||||||
| $81,000 | $405,000 | $607,500 | |||||||||||||||||||||||||||
| James H. Gallegos | 2/20/2020(2) | 2,300 | 4,600 | 9,200 | $294,584 | ||||||||||||||||||||||||
2/20/2020(3) | 2,300 | 4,600 | 9,200 | $274,022 | |||||||||||||||||||||||||
2/20/2020(4) | 3,943 | $234,885 | |||||||||||||||||||||||||||
| $70,200 | $351,000 | $526,500 | |||||||||||||||||||||||||||
| David A. de Leon | 2/20/2020(2) | 937 | 1,873 | 3,746 | $119,947 | ||||||||||||||||||||||||
2/20/2020(3) | 937 | 1,873 | 3,746 | $111,575 | |||||||||||||||||||||||||
2/20/2020(4) | 1,605 | $95,610 | |||||||||||||||||||||||||||
| $37,500 | $187,500 | $281,250 | |||||||||||||||||||||||||||
| Terry L. Kouba | 2/20/2020(2) | 937 | 1,873 | 3,746 | $119,947 | ||||||||||||||||||||||||
2/20/2020(3) | 937 | 1,873 | 3,746 | $111,575 | |||||||||||||||||||||||||
2/20/2020(4) | 1,605 | $95,610 | |||||||||||||||||||||||||||
| $37,500 | $187,500 | $281,250 | |||||||||||||||||||||||||||
(2) The amounts shown represent the threshold, target and maximum amounts of performance shares that were awarded in 2020 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — How We Pay Our Named Executive Officers — Long-Term (Equity) Awards.” The threshold amount is shown at 50% of the target amount. The maximum amount is 200% of the target amount. For the performance shares, the grant date fair value is based on the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the performance shares granted on February 20, 2020, the grant date fair value, as determined by FASB ASC Topic 718, is $46.35. For the performance shares granted to Mr. Larsen on July 24, 2019, the grant date fair value, as determined by FASB ASC Topic 718, is $53.69.$64.04. Performance shares granted in 20192020 accumulate dividend equivalents on the same basis as shares of our common stock, but dividends are not paid until performance targets and vesting requirements are met.
(3) The amounts shown represent the threshold, target and maximum amounts of performance restricted stock units that were awarded in 2020 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — How We Pay Our Named Executive Officers — Long-Term (Equity) Awards.” The threshold amount is shown at 50% of the target amount. The maximum amount is 200% of the target amount. For the performance restricted stock units, the grant date fair value, as determined by the closing price of our common stock on February 20, 2020, is $59.57. Performance restricted stock units granted in 2020 accumulate dividends on the same basis as shares of our common stock, but dividends are not paid until performance targets and vesting requirements are met.
ALLIANT ENERGY | 2021 Proxy Statement | 45
EXECUTIVE COMPENSATION
(4) The amounts shown represent the number of restricted stock units that were awarded in 2020 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — How We Pay Our Named Executive Officers — Long-Term (Equity) Awards.” For the restricted stock units, the grant date fair value, as determined by the closing price of our common stock on February 20, 2020, is $59.57. Restricted stock units granted in 2020 accumulate dividends on the same basis as shares of our common stock, but dividends are not paid until the restricted stock units are fully vested.
ALLIANT ENERGY | 2021 Proxy Statement | 46
EXECUTIVE COMPENSATION
2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information on outstanding unvested equity awards held by our named executive officers on December 31, 2019.2020. No stock options are outstanding.
| Stock Awards | |||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | |||||||||||||
| John O. Larsen | 17,408 | $897,034 | (2) | ||||||||||||||
| 19,858 | $1,023,283 | (3) | |||||||||||||||
| 40,997 | $2,112,575 | (4) | |||||||||||||||
| 17,408 | $897,034 | (5) | |||||||||||||||
| 19,858 | $1,023,283 | (6) | |||||||||||||||
| 40,997 | $2,112,575 | (7) | |||||||||||||||
| 7,461 | $384,465 | (8) | |||||||||||||||
| 8,510 | $438,520 | (9) | |||||||||||||||
| 17,570 | $905,382 | (10) | |||||||||||||||
| Robert J. Durian | 14,506 | $747,494 | (2) | ||||||||||||||
| 12,003 | $618,515 | (4) | |||||||||||||||
| 14,506 | $747,494 | (5) | |||||||||||||||
| 12,003 | $618,515 | (7) | |||||||||||||||
| 6,217 | $320,362 | (8) | |||||||||||||||
| 5,144 | $265,070 | (10) | |||||||||||||||
| James H. Gallegos | 11,848 | $610,527 | (2) | ||||||||||||||
| 9,406 | $484,691 | (4) | |||||||||||||||
| 11,848 | $610,527 | (5) | |||||||||||||||
| 9,406 | $484,691 | (7) | |||||||||||||||
| 5,077 | $261,618 | (8) | |||||||||||||||
| 4,031 | $207,717 | (10) | |||||||||||||||
| David A. de Leon | 3,627 | $186,899 | (2) | ||||||||||||||
| 3,830 | $197,360 | (4) | |||||||||||||||
| 3,627 | $186,899 | (5) | |||||||||||||||
| 3,830 | $197,360 | (7) | |||||||||||||||
| 1,554 | $80,078 | (8) | |||||||||||||||
| 1,641 | $84,561 | (10) | |||||||||||||||
| Terry L. Kouba | 3,627 | $186,899 | (2) | ||||||||||||||
| 3,830 | $197,360 | (4) | |||||||||||||||
| 3,627 | $186,899 | (5) | |||||||||||||||
| 3,830 | $197,360 | (7) | |||||||||||||||
| 1,554 | $80,078 | (8) | |||||||||||||||
| 1,641 | $84,561 | (10) | |||||||||||||||
(1) The share or unit values in the table include credited dividend equivalents, which will be paid only if the vesting criterion is met and the underlying award is paid out. The dollar values in the table are calculated by using the closing price of our common stock of $51.53 on December 31, 2020.
(2) Performance shares granted on February 21, 2019. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
(3) Performance shares granted on July 24, 2019. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
(4) Performance shares granted on February 20, 2020. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
(5) Performance restricted stock units granted on February 21, 2019. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
ALLIANT ENERGY | 2021 Proxy Statement | 47
| Stock Awards | |||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | |
| John O. Larsen | 13,136 | $718,802 | (2) | ||
| 36,222 | $1,982,068 | (3) | |||
| 13,136 | $718,802 | (4) | |||
| 36,222 | $1,982,068 | (5) | |||
| 5,629 | $308,019 | (6) | |||
| 15,524 | $849,473 | (7) | |||
| Robert J. Durian | 16,336 | $893,906 | (2) | ||
| 14,099 | $771,497 | (3) | |||
| 16,336 | $893,906 | (4) | |||
| 14,099 | $771,497 | (5) | |||
| 7,001 | $383,095 | (6) | |||
| 6,043 | $330,673 | (7) | |||
| James H. Gallegos | 13,374 | $731,825 | (2) | ||
| 11,516 | $630,156 | (3) | |||
| 13,374 | $731,825 | (4) | |||
| 11,516 | $630,156 | (5) | |||
| 5,731 | $313,600 | (6) | |||
| 4,935 | $270,043 | (7) | |||
| David A. de Leon | 3,477 | $190,261 | (2) | ||
| 3,525 | $192,888 | (3) | |||
| 3,477 | $190,261 | (4) | |||
| 3,525 | $192,888 | (5) | |||
| 1,491 | $81,588 | (6) | |||
| 1,510 | $82,627 | (7) | |||
| Terry L. Kouba | 3,612 | $197,649 | (2) | ||
| 3,525 | $192,888 | (3) | |||
| 3,612 | $197,649 | (4) | |||
| 3,525 | $192,888 | (5) | |||
| 1,548 | $84,707 | (6) | |||
| 1,510 | $82,627 | (7) | |||
Patricia L. Kampling(8) | 62,678 | $3,429,740 | (2) | ||
| 26,987 | $1,476,729 | (3) | |||
| 62,678 | $3,429,740 | (4) | |||
| 26,987 | $1,476,729 | (5) | |||
| 26,862 | $1,469,889 | (6) | |||
| 11,566 | $632,892 | (7) | |||
EXECUTIVE COMPENSATION
(6) Performance restricted stock units granted on July 24, 2019. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
(7) Performance restricted stock units granted on February 20, 2020. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance.
(8) Restricted stock units granted on February 21, 2019. Vesting occurs based on continuous service through year 3.
(9) Restricted stock units granted on July 24, 2019. Vesting occurs based on continuous service through year 3.
(10) Restricted stock units granted on February 20, 2020. Vesting occurs based on continuous service through year 3.
ALLIANT ENERGY | 2021 Proxy Statement | 48
EXECUTIVE COMPENSATION
The following table shows a summary of the stock awards vested for the named executive officers during 2019.2020. No stock options were exercised during 2019.2020.
| Stock Awards | |||||||||||
| Name | Long-Term Equity Awards | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2)(3) | ||||||||
| John O. Larsen | Performance Shares | 11,754 | $593,459 | ||||||||
| Performance Restricted Stock Units | 13,628 | $662,457 | |||||||||
| Restricted Stock Units | 5,840 | $300,935 | |||||||||
| Robert J. Durian | Performance Shares | 14,618 | $738,063 | ||||||||
| Performance Restricted Stock Units | 16,948 | $823,842 | |||||||||
| Restricted Stock Units | 7,263 | $374,262 | |||||||||
| James H. Gallegos | Performance Shares | 11,967 | $604,214 | ||||||||
| Performance Restricted Stock Units | 13,875 | $674,464 | |||||||||
| Restricted Stock Units | 5,946 | $306,397 | |||||||||
| David A. de Leon | Performance Shares | 3,111 | $157,074 | ||||||||
| Performance Restricted Stock Units | 3,607 | $175,336 | |||||||||
| Restricted Stock Units | 1,546 | $79,665 | |||||||||
| Terry L. Kouba | Performance Shares | 3,231 | $163,133 | ||||||||
| Performance Restricted Stock Units | 3,746 | $182,093 | |||||||||
| Restricted Stock Units | 1,605 | $82,706 | |||||||||
(1) For performance shares granted for the 2018-2020 performance period, reflects an amount calculated by multiplying the number of vested performance shares by the fair market value of our common stock on January 4, 2021 (the first business day following the end of 2020) of $50.49, plus accumulated dividend equivalent units (including fractional amounts not shown). For performance restricted stock units granted in 2018 that vested, reflects an amount calculated by multiplying the number of vested performance restricted stock units, plus accumulated dividend equivalent units (including fractional amounts not shown), by the fair market value of our common stock on February 18, 2021 (the date the Compensation and Personnel Committee certified achievement of the performance goals for such performance restricted stock units) of $48.61. For restricted stock units granted in 2018 that vested, reflects an amount calculated by multiplying the number of vested shares of restricted stock units, plus accumulated dividend equivalent units (including fractional amounts not shown), by the fair market value of our common stock on December 31, 2020 of $51.53. Performance restricted stock units are settled in shares only.
(2) Executive officers receiving a payout of their performance shares for the performance period ending December 31, 2020 could elect to receive their awards in cash, in shares of common stock, or a combination of cash and common stock. All of the named executive officers elected to receive their awards 100% in cash (based on the fair market value of our common stock on January 4, 2021), except Mr. Larsen, who elected to receive his award 100% in common stock and Mr. Durian, who elected to receive his award 50% in common stock and 50% in cash.
(3) Executive officers receiving a payout of their restricted stock units could elect to receive their awards in cash, in shares of common stock, or a combination of cash and common stock. All of the named executive officers elected to receive their awards 100% in cash (based on the fair market value of our common stock on December 31, 2020), except Mr. Larsen, who elected to receive his award 100% in common stock and Mr. Durian, who elected to receive his award 50% in common stock and 50% in cash.
ALLIANT ENERGY | 2021 Proxy Statement | 49
| Stock Awards | |||
| Name | Long-Term Equity Awards | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2)(3) |
| John O. Larsen | Performance Shares | 5,691 | $305,208 |
| Performance Restricted Stock Units | 7,344 | $437,482 | |
| Restricted Stock Units | 3,147 | $172,204 | |
| Robert J. Durian | Performance Shares | 12,013 | $644,257 |
| Performance Restricted Stock Units | 15,501 | $923,395 | |
| Restricted Stock Units | 6,643 | $363,505 | |
| James H. Gallegos | Performance Shares | 8,676 | $465,294 |
| Performance Restricted Stock Units | 11,195 | $666,886 | |
| Restricted Stock Units | 4,798 | $262,547 | |
| David A. de Leon | Performance Shares | 2,620 | $140,511 |
| Performance Restricted Stock Units | 3,381 | $201,406 | |
| Restricted Stock Units | 1,448 | $79,235 | |
| Terry L. Kouba | Performance Shares | 2,761 | $148,072 |
| Performance Restricted Stock Units | 3,562 | $212,188 | |
| Restricted Stock Units | 1,526 | $83,503 | |
| Patricia L. Kampling | Performance Shares | 46,824 | $2,511,171 |
| Performance Restricted Stock Units | 60,419 | $3,599,160 | |
| Restricted Stock Units | 25,893 | $1,416,865 | |
EXECUTIVE COMPENSATION
The following table sets forth the number of years of credited service, the present value of accumulated benefits and payments during 20192020 for each of our named executive officers under the Alliant Energy Cash Balance Pension Plan, the Alliant Energy Excess Retirement Plan, and the Alliant Energy Defined Benefit Supplemental Retirement Plan, (“DB SRP”)(DB SRP), which are each described below. The amounts shown for our named executive officers are estimates only and do not necessarily reflect the actual amounts that will be paid to them, which will only be known at the time that they become eligible for payment.
| Name | Plan Name | Number of Years Credited Service (#)(3) | Present Value of Accumulated Benefit ($)(4) | Payments During 2020 ( $ ) | ||||||||||
| John O. Larsen | Cash Balance Pension Plan | 20.5 | $742,000 | |||||||||||
| Excess Retirement Plan | 32.9 | $362,000 | ||||||||||||
| DB SRP | 32.9 | $10,476,000 | ||||||||||||
| Total | $11,580,000 | $0 | ||||||||||||
Robert J. Durian(1) | Cash Balance Pension Plan | 15.9 | $219,000 | |||||||||||
| Excess Retirement Plan | 28.3 | $255,000 | ||||||||||||
| DB SRP | N/A | N/A | ||||||||||||
| Total | $474,000 | $0 | ||||||||||||
James H. Gallegos(2) | Cash Balance Pension Plan | N/A | N/A | |||||||||||
| Excess Retirement Plan | 10.2 | $158,000 | ||||||||||||
| DB SRP | N/A | N/A | ||||||||||||
| Total | $158,000 | $0 | ||||||||||||
David A. de Leon(1) | Cash Balance Pension Plan | 21.2 | $507,000 | |||||||||||
| Excess Retirement Plan | 33.6 | $8,000 | ||||||||||||
| DB SRP | N/A | N/A | ||||||||||||
| Total | $515,000 | $0 | ||||||||||||
Terry L. Kouba(1) | Cash Balance Pension Plan | 27.4 | $775,000 | |||||||||||
| Excess Retirement Plan | 39.8 | $32,000 | ||||||||||||
| DB SRP | N/A | N/A | ||||||||||||
| Total | $807,000 | $0 | ||||||||||||
| Name | Plan Name | Number of Years Credited Service (#)(3) | Present Value of Accumulated Benefit ($)(4) | Payments During 2019 ( $ ) |
| John O. Larsen | Cash Balance Pension Plan | 20.5 | $661,000 | $0 |
| Excess Retirement Plan | 31.9 | $250,000 | $0 | |
| DB SRP | 31.9 | $5,664,000 | $0 | |
| Total | $6,575,000 | $0 | ||
Robert J. Durian(1) | Cash Balance Pension Plan | 15.9 | $169,000 | $0 |
| Excess Retirement Plan | 27.3 | $171,000 | $0 | |
| DB SRP | N/A | N/A | $0 | |
| Total | $340,000 | $0 | ||
James H. Gallegos(2) | Cash Balance Pension Plan | N/A | N/A | $0 |
| Excess Retirement Plan | 9.2 | $115,000 | $0 | |
| DB SRP | N/A | N/A | $0 | |
| Total | $115,000 | $0 | ||
David A. de Leon(1) | Cash Balance Pension Plan | 21.2 | $423,000 | $0 |
| Excess Retirement Plan | 32.6 | $1,000 | $0 | |
| DB SRP | N/A | N/A | $0 | |
| Total | $424,000 | $0 | ||
Terry L. Kouba(1) | Cash Balance Pension Plan | 27.4 | $675,000 | $0 |
| Excess Retirement Plan | 38.8 | $22,000 | $0 | |
| DB SRP | N/A | N/A | $0 | |
| Total | $697,000 | $0 | ||
| Patricia L. Kampling | Cash Balance Pension Plan | $0 | $58,668 | |
| Excess Retirement Plan | $484,000 | $0 | ||
| DB SRP | $11,780,000 | $0 | ||
| Total | $12,264,000 | $58,668 | ||
| (1) Mr. Durian, Mr. de Leon and Mr. Kouba are not eligible for the DB SRP or Defined Contribution Supplemental Retirement Plan (DC SRP). They are eligible for the Cash Balance Pension Plan and the Excess Retirement Plan. (2) Mr. Gallegos is not eligible for the Cash Balance Pension Plan or the DB SRP. He is eligible for the DC SRP and the Excess Retirement Plan. The employer contribution to the DC SRP is included in the Summary Compensation Table under All Other Compensation. (3) Years of credited service for the Cash Balance Pension Plan are less than the actual years of service of the officer because the Cash Balance Pension Plan was frozen in August 2008. (4) The following assumptions, among others, were used to calculate the present value of accumulated benefits: benefit commencement age is the earliest unreduced retirement age for the predominant plan (Mr. Larsen, Mr. Durian, Mr. de Leon and Mr. Kouba each at age 62 for the Cash Balance Pension Plan and Excess Retirement Plan, Mr. Gallegos at age 65 for the Excess Retirement Plan, and Mr. Larsen at age 62 for the DB SRP); the benefit calculation date is December 31, 2020, consistent with our accounting measurement date for financial statement reporting purposes; the ASC 715 discount rate is 2.31% for the DB SRP, 1.85% for the Excess Retirement Plan, and 2.46% for the Cash Balance Pension Plan (compared to 3.40% for the DB SRP, 3.27% for the |
Excess Retirement Plan, and 3.44% for the Cash Balance Pension Plan (compared to 4.29% for the DB SRP, 4.07% for the Excess Retirement Plan, and 4.31% for the Cash Balance Pension Plan in 2018)2019); the post-retirement mortality assumption is based on the PRI-2012 mortality table with white collar adjustment and generational projection starting in 2012 using a modified Scale MP-2018MP-2020 (same as used for ASC 715 valuations); the form of payment is 40% lump sum and 60% annuity for the Cash Balance Pension Plan and 100% lump sum for the Excess Retirement Plan; and the ASC 715 accounting valuation for the DB SRP anticipates payments in the form of a lump sum (for those that elected lump sum or installment) and the effective lump sum interest rate for valuation purposes is approximately 2.14%1.12% at year-end 2019; and the 50% DB SRP target benefit has been prorated over an executive’s service career until his or her benefit eligibility date.2020.
ALLIANT ENERGY | 2021 Proxy Statement | 50
EXECUTIVE COMPENSATION
A portion of our salaried employees, including our named executive officers, are eligible to participate in the Alliant Energy Cash Balance Pension Plan that we maintain. The Cash Balance Pension Plan bases a participant’s defined benefit pension on the value of a hypothetical account balance. For individuals participating in the Cash Balance Pension Plan as of August 1, 1998, a starting account balance was created equal to the present value of the benefit accrued as of December 31, 1997, under the applicable prior benefit formula. In addition, such individuals received a special one-time transition credit amount equal to a specified percentage varying with age and multiplied by credited service and pay. For 1998 through August 2, 2008, participants received annual credits to the account equal to 5% of base pay (including certain performanceincentive payments, pre-tax deferrals and other items). For 1998 through August 2, 2008, participants also received an interest credit on all prior accruals equal to 4%, plus a potential share of the gain on the investment return on Cash Balance Pension Plan assets for the year. We amended the Cash Balance Pension Plan’s interest crediting rate for 2009 and future years. The new interest crediting rate is equal to the annual percentage change in the consumer price index as of October each year, plus 3%.
Pension benefits for Mr. Larsen and Mr. Durian are determined using the prior plan formula from the IES Industries pension plan. The prior plan formula provides retirement income based on years of service, final average compensation and Social Security covered compensation.
The monthly benefit formula for Mr. Larsen and Mr. Durian for service until the August 2, 2008 freeze date is A + B + C where: A + B + C where: A = 1.05% of average monthly compensation for the number of years of service not in excess of 35; B = 0.50% of average monthly compensation in excess of Social Security covered compensation for the number of years of service not in excess of 35; and C = 1.38% of average monthly compensation for the number of years of service in excess of 35. Compensation generally is the salary amount reported in the Summary Compensation Table (subject to the limit in the tax code), with the final average compensation being calculated based on the three highest calendar years of such pay. The formula provides the basic benefit payable for the life of the participant. If the participant receives an alternative form of payment, then the monthly benefit would be reduced accordingly. Early retirement benefits are available after a participant reaches age 55, provided he has at least 15 years of service. Unreduced benefits are available at age 62. Benefits that commence prior to age 62 are reduced by a factor of not less than 5% per year.
Pension benefits for Mr. de Leon are determined using the prior plan formula from the WPL pension plan. The prior plan formula provides retirement income based on years of service, final average compensation and Social Security covered compensation.
The monthly benefit formula for Mr. de Leon for service until the August 2, 2008 freeze date is A - B x C where: A = 55% of average monthly compensation for the number of years of service not in excess of 30; B = 0.50% of average monthly compensation in excess of Social Security covered compensation; and C is credited service (up to 360 months) divided by 30. Compensation generally is the salary amount reported in the Summary Compensation Table (subject to the limit in the tax code), with the final average compensation being calculated based on the three highest calendar years of such pay. The formula provides the basic benefit payable for the life of the participant. If the participant receives an alternative form of payment, then the monthly benefit would be reduced accordingly. Early retirement benefits are available after a participant reaches age 55, provided he has at least 5five years of vesting service. Unreduced benefits are available at age 62. Benefits that commence prior to age 62 are reduced by a factor of not less than 5% per year.
Pension benefits for Mr. Kouba are determined using the prior plan formula from the IPC pension plan. The prior plan formula provides retirement income based on years of service and final average compensation.
The monthly benefit formula for Mr. Kouba for service until the August 2, 2008 freeze date is A + B where: A = 1.17% of average monthly compensation for the number of years of service not in excess of 35 and B = 0.35% of average monthly compensation in excess of Social Security covered compensation. Compensation generally is the salary amount reported in the Summary Compensation Table (subject to the limit in the tax code), with the final average compensation being calculated based on the three highest calendar years of such pay. The formula provides the basic benefit payable for the life of the participant. If the participant receives an alternative form of payment, then the monthly benefit would be reduced
ALLIANT ENERGY | 2021 Proxy Statement | 51
EXECUTIVE COMPENSATION
accordingly. Early retirement benefits are available after a participant reaches age 55, provided he has at least 5 years of vesting service. Unreduced benefits are available at age 62. Benefits that commence prior to age 62 are reduced by a factor of not less than 3% per year.
We maintain an unfunded Excess Retirement Plan that provides funds for payment of retirement benefits where an employee’s retirement benefits exceed statutory limits applicable to the tax-qualified plans. The Excess Retirement Plan provides an amount equal to the difference between (i) the actual pension benefit payable under the Cash Balance Pension Plan and our actual contributions based on age and service to the Alliant Energy Corporation 401(k) Savings Plan, and (ii) what such benefits and contributions would be if calculated without regard to any limitation imposed by the tax code on pension benefits or covered compensation.
We maintain a legacy DB SRP and a legacy DC SRP, which provide additional retirement benefits if the executive remains with us until retirement, disability or death. The DB SRP is an unfunded, defined benefit retirement plan. The DC SRP is an unfunded, defined contribution plan. The DB SRP was discontinued in 2008. We also do not anticipate providing any DC SRP benefits to any executives hired or promoted in or after 2013. Mr. Larsen and Ms. Kampling participateparticipates in the DB SRP. Mr. Gallegos participates in the DC SRP. Mr. Durian, Mr. de Leon and Mr. Kouba do not participate in either the DB SRP or the DC SRP.
For Mr. Larsen, and Ms. Kampling, the DB SRP provides for payments in accordance with the formula A - (B(B + C + D)D) where: A = 50% of the participant’s average annual earnings (base salary plus annual performanceincentive pay) for the highest paid three consecutive years out of the last 10 years of the participant’s employment; B = benefits payable to the officer from the officer’s defined benefit plan; C = the aggregate Company contributions based on age and service to the Alliant Energy Corporation 401(k) Savings Plan; and D = the Excess Retirement Plan. The normal retirement date under the DB SRP is age 62 with at least 10 years of service; early retirement is at age 55 with at least 10 years of service and five or more years of continuous DB SRP employment. If a participant retires prior to age 62, the payment under the DB SRP is reduced by approximately 5% per year for each year the participant’s retirement date precedes his or her normal retirement date. This early retirement reduction factor is applied prior to any other offsets (described as B,, C,, or D above). Payment of benefits under the DB SRP commences six months after the participant’s retirement.
At the timely election of the participant, benefits under the DB SRP will be made in a lump sum, in annual installments over a period of five years, or in monthly installments for 18 years. Participants made their elections in December 2008. Participants may change their form of payment once, provided that the new election is made at least 12 months prior to their retirement. If such an election is made, benefits under the DB SRP will not be paid for five years after they otherwise would have been. If the monthly benefit is selected, and the participant dies prior to receiving 12 years of payments, payments continue to any surviving spouse or dependent children, payable for the remainder of the 12-year period. If the five annual installments benefit is selected and the participant dies prior to receiving five annual payments, payments will continue to any surviving spouse or dependent children, payable for the remainder of the five-year period. If the participant dies while still employed by us, the designated beneficiary will receive a lump sum equal to the discounted value of retirement benefits for 12 years. Ms. Kampling elected to receive her benefit payments in a lump sum commencing in January of 2020.
For Mr. Gallegos, the annual contribution credited to the DC SRP is equal to 12% of annual earnings, which consists of base salary and annual performanceincentive pay earned for the year. An annual interest credit is earned on Mr. Gallegos’ account based on the annual investment return of a benchmark S&P 500 index fund. The normal retirement date under the DC SRP is age 55 with at least five years of continuous SRP employment. Payment of benefits under the DC SRP commences six months after the participant’s retirement. Upon retirement, distribution from the plan is made in five annual installments.
ALLIANT ENERGY | 2021 Proxy Statement | 52
EXECUTIVE COMPENSATION
The table below sets forth certain information as of December 31, 20192020 for each of our named executive officers with respect to the Alliant Energy Deferred Compensation Plan, which is described below.
| Name | Executive Contributions in 2020 ($)(1) | Registrant Contributions in 2020 ($)(2) | Aggregate Earnings in 2020 ($)(3) | Aggregate Withdrawals/ Distributions in 2020 ($) | Aggregate Balance as of December 31, 2020 ($)(4) | ||||||||||||
| John O. Larsen | $19,385 | $9,692 | $65,792 | $0 | $1,797,434 | ||||||||||||
| Robert J. Durian | $53,692 | $11,727 | $287,211 | $0 | $1,931,962 | ||||||||||||
| James H. Gallegos | $32,004 | $11,423 | $52,861 | $0 | $524,608 | ||||||||||||
| David A. de Leon | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Terry L. Kouba | $0 | $0 | $85,718 | $0 | $502,071 | ||||||||||||
| Name | Executive Contributions in 2019 ($)(1) | Registrant Contributions in 2019 ($)(2) | Aggregate Earnings in 2019 ($)(3) | Aggregate Withdrawals/ Distributions in 2019 ($) | Aggregate Balance as of December 31, 2019 ($)(4) |
| John O. Larsen | $14,862 | $7,431 | $330,173 | $0 | $1,704,827 |
| Robert J. Durian | $49,808 | $10,423 | $307,852 | $0 | $1,580,636 |
| James H. Gallegos | $76,646 | $0 | $61,776 | $0 | $428,320 |
| David A. de Leon | $0 | $0 | $0 | $0 | $0 |
| Terry L. Kouba | $0 | $0 | $83,290 | $0 | $416,354 |
| Patricia L. Kampling | $54,649 | $0 | $87,786 | $0 | $1,084,690 |
(2) The amounts reported are also reported under the All Other Compensation column in the Summary Compensation Table and represent contributions earned in the last completed fiscal year but not credited until the following fiscal year.
(3) The following portion of the amounts reported in this column, which represents above-market interest on deferred compensation, is reported under the Change in Pension Value and Non-qualified Deferred Compensation Earnings column in the Summary Compensation Table.
| Name | Above-Market Interest on Deferred Compensation | ||||
| John O. Larsen | $ | ||||
| Robert J. Durian | $ | ||||
| James H. Gallegos | $ | ||||
| David A. de Leon | $0 | ||||
| Terry L. Kouba | $ | ||||
| Name | Reported for 2018 | Reported for 2017 |
| John O. Larsen | $24,616 | $17,706 |
| Robert J. Durian | $57,155 | $51,739 |
| James H. Gallegos | $60,103 | $26,108 |
| David A. de Leon | N/A | N/A |
| Terry L. Kouba | N/A | N/A |
| Patricia L. Kampling | $90,642 | $87,958 |
| Name | Reported for 2019 | Reported for 2018 | ||||||
| John O. Larsen | $22,293 | $24,616 | ||||||
| Robert J. Durian | $60,231 | $57,155 | ||||||
| James H. Gallegos | $76,646 | $60,103 | ||||||
| David A. de Leon | N/A | N/A | ||||||
| Terry L. Kouba | N/A | N/A | ||||||
ALLIANT ENERGY | 2021 Proxy Statement | 53
EXECUTIVE COMPENSATION
We maintain the Alliant Energy Deferred Compensation Plan (“AEDCP”)(AEDCP) under which participants, including our current named executive officers, may defer up to 100% of base salary and annual performanceincentive pay. Participants who have made the maximum allowed contribution to the Alliant Energy Corporation 401(k) Savings Plan may receive an additional credit from the Company to the AEDCP. The credit made in March 20192020 was equal to 50% of A - B,, where:
A = the lesser of (i) 8% of base salary for the plan year or (ii) the sum of the amounts (if any) contributed by the participant to the Alliant Energy Corporation 401(k) Savings Plan during the applicable year that were eligible for matching contributions under the Alliant Energy Corporation 401(k) Savings Plan, plus the amounts deferred by the participant during the applicable year under the AEDCP; and
B = the amount of any matching contributions under the Alliant Energy Corporation 401(k) Savings Plan on behalf of the participant for the applicable year.
The participant may elect to have his or her deferrals credited to an Interest Account, Equity Account, Company Stock Account or Mutual Fund Account. Deferrals and matching contributions to the Interest Account receive an annual return based on the 10-year Treasury Bond Rate plus 1.50%. Deferrals and matching contributions credited to the Equity Account are treated as invested in an S&P 500 index fund. Deferrals and matching contributions credited to the Mutual Fund Account are treated as invested in a mutual fund or other investment vehicle offered under the Alliant Energy Corporation 401(k) Savings Plan and selected by the participant. Deferrals and matching contributions credited to the Company Stock Account are treated as though invested in our common stock and are credited with dividend equivalents, which are treated as if reinvested. The shares of common stock identified as obligations under the AEDCP are held in a rabbi trust. Payments from the AEDCP due to death or retirement may be made in a lump sum or in annual installments for up to 10 years at the election of the participant. Payments from the AEDCP for any reason other than death or retirement are made in a lump sum. Participants are selected by our CEO. All of our current named executive officers are participants in the AEDCP. Ms. Kampling elected to receive her benefit payments in 1 to 10 annual installments commencing in January of 2020. Remaining payments will be made in each January thereafter.
We maintain a frozen legacy deferred compensation plan (the IES Deferred Compensation Plan), in which Mr. Larsen has a frozen account balance in the amount of $34,235$37,316 as of December 31, 2019.2020. An interest credit is provided for the balance in the account at aan annual rate of 11% for the balance in the account prior to July 1, 1993 and 9% on the remainder of the account.. This plan was frozen on April 21, 1998, and since then, no amounts have been deferred to the account.
ALLIANT ENERGY | 2021 Proxy Statement | 54
EXECUTIVE COMPENSATION
The following tables describe potential payments and benefits under our compensation and benefit plans and arrangements to which our named executive officers would be entitled upon termination of employment and/or a change in control of our Company. Except for Ms. Kampling, theThe estimated amount of compensation payable to each of our named executive officers in each situation is listed in the following tables assuming that the termination and/or change in control of our Company occurred on December 31, 2019,2020, the last business day of our last completed fiscal year, and that our common stock is valued at $54.72,$51.53, which was the closing market price for our common stock on that date. The amounts for Ms. Kampling reflect potential amounts payable pursuant to the terms of equity awards she held as of her retirement in July 2019 and that remained outstanding as of December 31, 2019. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control and therefore the actual amounts will vary from the estimated amounts in the following tables. Descriptions of the circumstances that would trigger payments or benefits to our named executive officers, the method under which such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits, and other material factors regarding such agreements and plans, as well as other material assumptions that we have made in calculating the estimated compensation, follow these tables.
| John O. Larsen | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination | ||||||||||||||
| Triggered Payouts | ||||||||||||||||||||
| Cash Termination Payment | $0 | $0 | $975,000 | $0 | $4,236,000 | $0 | ||||||||||||||
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $13,104 | $0 | $52,416 | $0 | ||||||||||||||
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||
| Unearned Restricted Stock Units | $1,728,368 | $1,728,368 | $173,428 | $1,728,368 | $173,428 | $173,428 | ||||||||||||||
| Unearned Performance Restricted Stock Units | $2,016,471 | $2,016,471 | $992,210 | $2,016,471 | $992,210 | $992,210 | ||||||||||||||
| Unearned Performance Shares | $2,016,471 | $2,016,471 | $992,210 | $2,016,471 | $992,210 | $992,210 | ||||||||||||||
| Outplacement Services | $0 | $0 | $10,000 | $0 | $97,500 | $0 | ||||||||||||||
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 | ||||||||||||||
| Total Pre-Tax Benefit | $5,761,310 | $5,761,310 | $3,155,952 | $5,761,310 | $6,553,764 | $2,157,848 | ||||||||||||||
| Robert J. Durian | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination | ||||||||||||||
| Triggered Payouts | ||||||||||||||||||||
| Cash Termination Payment | $0 | $0 | $540,000 | $0 | $1,969,000 | $0 | ||||||||||||||
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,484 | $0 | $33,936 | $0 | ||||||||||||||
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||
| Unearned Restricted Stock Units | $585,432 | $585,432 | $50,200 | $585,432 | $50,200 | $50,200 | ||||||||||||||
| Unearned Performance Restricted Stock Units | $683,030 | $683,030 | $352,208 | $683,030 | $352,208 | $352,208 | ||||||||||||||
| Unearned Performance Shares | $683,030 | $683,030 | $352,208 | $683,030 | $352,208 | $352,208 | ||||||||||||||
| Outplacement Services | $0 | $0 | $10,000 | $0 | $54,000 | $0 | ||||||||||||||
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 | ||||||||||||||
| Total Pre-Tax Benefit | $1,951,492 | $1,951,492 | $1,313,100 | $1,951,492 | $2,821,552 | $754,616 | ||||||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 55
| John O. Larsen | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | ||||||
| Cash Termination Payment | $0 | $0 | $900,000 | $0 | $3,600,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $12,630 | $0 | $106,620 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $1,157,492 | $1,157,492 | $173,719 | $1,157,492 | $173,719 | $173,719 |
| Unearned Performance Restricted Stock Units | $1,350,435 | $1,350,435 | $569,964 | $1,350,435 | $569,964 | $569,964 |
| Unearned Performance Shares | $1,350,435 | $1,350,435 | $569,964 | $1,350,435 | $569,964 | $569,964 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $90,000 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Total Pre-Tax Benefit | $3,858,362 | $3,858,362 | $2,236,277 | $3,858,362 | $5,120,267 | $1,313,647 |
| Robert J. Durian | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | ||||||
| Cash Termination Payment | $0 | $0 | $500,000 | $0 | $1,771,400 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,172 | $0 | $69,636 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $713,768 | $713,768 | $71,929 | $713,768 | $71,929 | $71,929 |
| Unearned Performance Restricted Stock Units | $832,729 | $832,729 | $426,542 | $832,729 | $426,542 | $426,542 |
| Unearned Performance Shares | $832,729 | $832,729 | $426,542 | $832,729 | $426,542 | $426,542 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $50,000 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Total Pre-Tax Benefit | $2,379,226 | $2,379,226 | $1,443,185 | $2,379,226 | $2,826,049 | $925,013 |
EXECUTIVE COMPENSATION
| James H. Gallegos | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination | ||||||||||||||
| Triggered Payouts | ||||||||||||||||||||
| Cash Termination Payment | $0 | $0 | $540,000 | $0 | $1,880,100 | $0 | ||||||||||||||
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $7,638 | $0 | $30,552 | $0 | ||||||||||||||
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||
| Unearned Restricted Stock Units | $469,335 | $469,335 | $39,839 | $469,335 | $39,839 | $39,839 | ||||||||||||||
| Unearned Performance Restricted Stock Units | $547,610 | $547,610 | $284,291 | $547,610 | $284,291 | $284,291 | ||||||||||||||
| Unearned Performance Shares | $547,610 | $547,610 | $284,291 | $547,610 | $284,291 | $284,291 | ||||||||||||||
| Outplacement Services | $0 | $0 | $10,000 | $0 | $54,000 | $0 | ||||||||||||||
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 | ||||||||||||||
| Total Pre-Tax Benefit | $1,564,555 | $1,564,555 | $1,166,059 | $1,564,555 | $2,583,073 | $608,421 | ||||||||||||||
| David A. de Leon | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination | ||||||||||||||
| Triggered Payouts | ||||||||||||||||||||
| Cash Termination Payment | $0 | $0 | $375,000 | $0 | $1,125,000 | $0 | ||||||||||||||
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,484 | $0 | $33,936 | $0 | ||||||||||||||
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||
| Unearned Restricted Stock Units | $164,639 | $164,639 | $14,965 | $164,639 | $14,965 | $14,965 | ||||||||||||||
| Unearned Performance Restricted Stock Units | $192,155 | $192,155 | $95,176 | $192,155 | $95,176 | $95,176 | ||||||||||||||
| Unearned Performance Shares | $192,155 | $192,155 | $95,176 | $192,155 | $95,176 | $95,176 | ||||||||||||||
| Outplacement Services | $0 | $0 | $10,000 | $0 | $37,500 | $0 | ||||||||||||||
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 | ||||||||||||||
| Total Pre-Tax Benefit | $548,949 | $548,949 | $598,801 | $548,949 | $1,411,753 | $205,317 | ||||||||||||||
| Terry L. Kouba | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination | ||||||||||||||
| Triggered Payouts | ||||||||||||||||||||
| Cash Termination Payment | $0 | $0 | $375,000 | $0 | $1,125,000 | $0 | ||||||||||||||
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,484 | $0 | $33,936 | $0 | ||||||||||||||
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||
| Unearned Restricted Stock Units | $164,639 | $164,639 | $14,965 | $164,639 | $14,965 | $14,965 | ||||||||||||||
| Unearned Performance Restricted Stock Units | $192,155 | $192,155 | $95,176 | $192,155 | $95,176 | $95,176 | ||||||||||||||
| Unearned Performance Shares | $192,155 | $192,155 | $95,176 | $192,155 | $95,176 | $95,176 | ||||||||||||||
| Outplacement Services | $0 | $0 | $10,000 | $0 | $37,500 | $0 | ||||||||||||||
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 | ||||||||||||||
| Total Pre-Tax Benefit | $548,949 | $548,949 | $598,801 | $548,949 | $1,411,753 | $205,317 | ||||||||||||||
ALLIANT ENERGY | 2021 Proxy Statement | 56
| James H. Gallegos | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | ||||||
| Cash Termination Payment | $0 | $0 | $525,000 | $0 | $1,746,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $7,362 | $0 | $71,416 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $583,643 | $583,643 | $58,782 | $583,643 | $58,782 | $58,782 |
| Unearned Performance Restricted Stock Units | $680,991 | $680,991 | $348,949 | $680,991 | $348,949 | $348,949 |
| Unearned Performance Shares | $680,991 | $680,991 | $348,949 | $680,991 | $348,949 | $348,949 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $52,500 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Total Pre-Tax Benefit | $1,945,625 | $1,945,625 | $1,299,042 | $1,945,625 | $2,636,596 | $756,680 |
| David A. de Leon | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | ||||||
| Cash Termination Payment | $0 | $0 | $300,000 | $0 | $870,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,172 | $0 | $81,664 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $164,215 | $164,215 | $17,189 | $164,215 | $17,189 | $17,189 |
| Unearned Performance Restricted Stock Units | $191,629 | $191,629 | $95,596 | $191,629 | $95,596 | $95,596 |
| Unearned Performance Shares | $191,629 | $191,629 | $95,596 | $191,629 | $95,596 | $95,596 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $30,000 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Total Pre-Tax Benefit | $547,473 | $547,473 | $526,553 | $547,473 | $1,200,045 | $208,381 |
| Terry L. Kouba | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | ||||||
| Cash Termination Payment | $0 | $0 | $300,000 | $0 | $870,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $8,172 | $0 | $81,664 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $167,334 | $167,334 | $17,362 | $167,334 | $17,362 | $17,362 |
| Unearned Performance Restricted Stock Units | $195,295 | $195,295 | $98,058 | $195,295 | $98,058 | $98,058 |
| Unearned Performance Shares | $195,295 | $195,295 | $98,058 | $195,295 | $98,058 | $98,058 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $30,000 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Total Pre-Tax Benefit | $557,924 | $557,924 | $531,650 | $557,924 | $1,205,142 | $213,478 |
EXECUTIVE COMPENSATION
We currently have in effect Key Executive Employment and Severance Agreements (“KEESAs”)(KEESAs) with all our named executive officers. The KEESAs provide that each executive officer who is a party thereto is entitled to benefits if, within a period of up to two years after a change in control of our Company (as defined below), or within 180 days prior thereto in connection with a change in control, the executive’s employment ends as a result ofof: (a) termination by us, other than by reason of death or disability or for cause (as defined below), or (b) termination by the officer for good reason (as defined below).
The KEESAs provide the following benefits, each of which is reflected in the tables above, assuming the maximum potential amounts payable pursuant to the terms of the KEESAs:
•reimbursement not to exceed 10% of the officer’s annual base salary for outplacement services
•continuation of life, medical and dental insurance coverage for up to two years
•full vesting of the officer’s accrued benefit under any SRP and in any defined contribution retirement plan, and deemed satisfaction of any minimum years of service requirement under the SRP (the amounts shown in the tables above assume a lump sum form of payment under the SRP using the 20202021 lump sum interest rate of 2.14%0.89% and a single life annuity or lump sum payment under our qualified Cash Balance Pension Plan and nonqualified Excess Retirement Plan using a lump sum interest rate for payment commencing in fiscal 20202021 (i.e., IRS PPA lump sum segment interest rate of 2.01%0.54%, 3.06%2.38%, and 3.65%3.28%)), provided that the SRP benefit will not be received until the executive officer reaches age 55
•full vesting of any time-vesting restricted stock
•payment at target of all performanceincentive plan awards pursuant to any long-term performanceincentive plan on a pro rata basis, unless the award cycle has been in effect less than six months
•a cash termination payment of up to two times the sum of (i) the officer’s annual base salary, and (ii) the greater of the officer’s target annual performanceincentive pay for the year in which the termination date occurs, or the officer’s annual performanceincentive pay in the year prior to the change in control, and
•reimbursement for up to $10,000 in legal or accounting advisor fees.
The KEESAs provide that if any portion of the benefits under the KEESAs, or under any other agreement, would constitute an excess parachute payment for purposes of the tax code, the executive may receive the better, on an after-tax basis, of either a payment $1 less than the maximum amount they may receive without becoming subject to the 20% excise tax, or receive the fully calculated payment subject to applicable excise taxes for which they would be personally responsible. The potential payment and benefit amounts shown in the table above assume the executives receive the full payment under the KEESAs without giving effect to the cutback provision.
In consideration of the KEESA benefits, the executive agrees not to compete with us for a period of one year after the executive leaves us, and to keep in confidence any proprietary information or confidential information for a period of five years after the executive officer leaves us. Both of these conditions can be waived in writing by our CEO and Board of Directors, respectively.
Under the KEESAs, a “change in control” is deemed to have occurred if:
•any person (with certain exceptions set forth in the KEESAs) is or becomes the beneficial owner of securities representing 30% or more of our outstanding shares of common stock or combined voting power
•there is a change in a majority of our Board of Directors that is not approved by at least two-thirds of the existing directors
•our shareowners approve a merger, consolidation or share exchange with any other corporation (or the issuance of voting securities in connection with a merger, consolidation or share exchange) in which our shareowners control less than 50% of the combined voting power after the merger, consolidation or share exchange, or
•our shareowners approve a plan of complete liquidation or dissolution or an agreement for the sale or disposition by us of all or substantially all of our assets.
Under the KEESAs, the term “cause” generally means:
•engaging in intentional conduct that causes us demonstrable and serious financial injury
•conviction of a felony that substantially impairs the officer’s ability to perform duties or responsibilities, or
•continuing willful and unreasonable refusal by an officer to perform duties or responsibilities.
Under the KEESAs, the term “good reason” generally means:
•a material breach of the agreement by us
•a material diminution in the officer’s base compensation
ALLIANT ENERGY | 2021 Proxy Statement | 57
EXECUTIVE COMPENSATION
•a material diminution in the officer’s authority, duties or responsibilities, including a material diminution in the budget over which he or she retains authority, or
•a material diminution in the authority, duties or responsibilities of the supervisor to whom the officer is required to report, including a requirement that he or she report to a corporate officer or employee instead of reporting directly to the Board of Directors.
The executive must notify the Company of the existence of the good reason event within 90 days of such event, and the Company must be given a 30-day period to cure the event.
The agreements under which we have awarded long-term equity grants to our executive officers prior to December 31, 20192020 provide that:
•if the performance contingency under the award is satisfied and if the executive’s employment is terminated by reason of death, disability, or retirement after the end of the first performance year of the performance period, the executive will be entitled to the full value of the award earned at the end of the performance period
•if the performance contingency under the award is satisfied and if the executive’s employment is terminated by reason of death, disability, or retirement during the first year of the performance period, the executive will be entitled to a prorated value of the award, determined at the end of the performance period, based on the ratio of the number of months the executive was employed during the performance period to 12 months
•if the performance contingency under the award is satisfied and if the executive’s employment is terminated by reason of involuntary termination without cause, the executive will be entitled to the prorated value of the award, determined at the end of the performance period, based on the ratio ofof: (i) the number of months the executive was employed during the performance period to (ii) the total number of months in the performance period
•with respect to restricted stock units that vest based on continuous service,service: (i) if the executive'sexecutive’s employment is terminated by reason of death, disability, or retirement on or after the first anniversary of the vesting period'speriod’s start date, the executive will be entitled to the full value of the award, and if such termination is prior to the first anniversary of the vesting period'speriod’s start date, the executive will be entitled to a prorated value of the award, based on the ratio of the number of months the executive was employed during the period to 12 months, and (ii) if the executive'sexecutive’s employment is terminated by reason of involuntary termination without cause after the first anniversary of the grant date, the executive will be entitled to a prorated value of the award, based on the ratio of the number of months the executive was employed following the grant date to 36 months, in each case payable at the end of the vesting period, and
•if a change in control of our Company occurs, which is generally defined in the same manner as under the KEESAs, the executive will be entitled to receive, in a single lump sum following the end of the performance period, and subject to continuous employment (with exceptions for certain qualifying terminations), the cash value of the long-term equity awards as follows: (i) in the case of performance restricted stock units, at the value based on the Company’s stock price as of the date immediately preceding the change in control date multiplied by the number of target performance restricted stock units, (ii) in the case of performance shares, the value based on the
Company’s performance as of the date immediately preceding the change in control date and (iii) in the case of restricted stock units, the value based on the Company’s stock price as of the date immediately preceding the change in control date (including, in each case, any accrued unearned dividend equivalents).
Retirement means the officer has reached age 55 and the officer’s age, in whole years, added to the number of whole years of the officer’s continuous employment with the Company, totals 65 or greater.
The tables above include the amounts attributable to the shares that would be received by our named executive officers valued at the closing price of our common stock on December 31, 2019,2020, as provided for in the applicable award agreement, and assuming, in the case of a termination by reason of death, disability, involuntary termination without cause, or retirement, that any applicable performance contingency was satisfied at target.
We also maintain a general executive severance plan, which applies if an executive’s position is eliminated or significantly altered by us. The plan provides for a minimum level of severance pay equal toto: (i) lump sum payment of one times the executive’s annual base salary, (ii) up to 18 months of COBRA coverage, or to the extent eligible, retiree medical coverage (six months of either are paid by us), (iii) outplacement services and/or tuition reimbursement of up to $10,000, and (iv) access to our employee assistance program. Eligibility for benefits under this plan is conditioned on the executive’s executing a severance agreement and release form. Severance packages of executive officers are approved by the Compensation and Personnel Committee.
ALLIANT ENERGY | 2021 Proxy Statement | 58
EXECUTIVE COMPENSATION
Pension Plans
The tables above do not include any amounts for the Alliant Energy Cash Balance Pension Plan or the Alliant Energy Excess Retirement Plan because these plans are impacted neither by the nature of the termination of employment nor whether there has been a change in control of the Company. The tables above also do not include any amounts for the DB SRP or DC SRP other than in the event of a termination after a change in control because those plans are not impacted by the nature of the termination of employment unless there has been a change in control of our Company, in which case the benefits under the DB SRP or DC SRP may be enhanced under the KEESAs as described above under “ChangeChange in Control Agreements.”
ALLIANT ENERGY | 2021 Proxy Statement | 59
ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Proposal Two—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | ||
Pursuant to Section 14A of the Securities Exchange Act of 1934, we ask shareowners to cast an advisory, non-binding vote to approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying compensation tables and narrative discussions contained in this Proxy Statement. While this vote is non-binding, we value the opinions of our shareowners and will consider the outcome of the vote when making future compensation decisions. The Board of Directors has adopted a policy to hold this advisory vote on the compensation of our named executive officers annually, with the next vote on the compensation of our named executive officers expected to occur at our 20212022 Annual Meeting of Shareowners.
In considering your vote, we invite you to review the Compensation Discussion and Analysis beginning on page 2224 of this Proxy Statement. As described in the Compensation Discussion and Analysis, we believe that our compensation programs effectively meet our objectives of rewarding strong performance, aligning the interests of executives and shareowners and maintaining our competitive positioning for top talent critical to our success.
Accordingly, the Board of Directors recommends that the shareowners vote, on an advisory, non-binding basis, in favor of the following resolution:
“RESOLVED, that the shareowners approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and related narrative discussion contained in this Proxy Statement.”
The votes cast “FOR”FOR must exceed the votes cast “AGAINST”AGAINST the proposal at the Annual Meeting (assuming a quorum is present) to approve the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of determining the vote required for this proposal, abstentions and broker non-votes will have no impact on the vote. This advisory vote on the compensation of our named executive officers is not binding on us, our Board of Directors or the Compensation and Personnel Committee. However, our Board of Directors and the Compensation and Personnel Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.
| þ | The Board of Directors recommends a vote | ||||
| Plan Category | (A) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (B) Weighted-average exercise price of outstanding options, warrants and rights | (C) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | |||||||||||||
| Equity compensation plans approved by shareowners | 997,970 | (a) | $ | 41.80 | 6,407,528 | (b) | ||||||||||
| Equity compensation plans not approved by shareowners (c) | N/A | N/A | N/A | (d) | ||||||||||||
| 997,970 | $ | 41.80 | 6,407,528 | |||||||||||||
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of our Board of Directors as ofat the time this report was approved was composed of fourthree directors, each of whom is independent under the applicable SEC and Nasdaq Stock Exchange rules. The Committee operates under a written charter adopted by the Board of Directors.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The independent registered public accounting firm is responsible for expressing opinions that our consolidated financial statements are presented fairly, in all material respects, and are in conformity with accounting principles generally accepted in the United States of America and on the effectiveness of our internal control over financial reporting based on the criteria established by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Committee discussed with the independent registered public accounting firm matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301, SEC regulations (including Rule 2-07 of Regulation S-X) and listing exchange requirements.
Our independent registered public accounting firm has provided to the Committee the written communications required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence. The Committee has discussed the independence of the independent registered public accounting firm with the firm.
Based on the Committee’s reviews and discussions with management, the internal auditor and the independent registered public accounting firm referred to above, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, for filing with the SEC.
AUDIT COMMITTEE
Roger K. Newport (Chair)
Patrick E. Allen (Chairman)
Carol P. Sanders
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AUDIT FEES
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other permitted services performed by the independent registered public accounting firm. The policy provides for pre-approval by the committee of specifically defined audit and non-audit services after the committee is provided with the appropriate level of details regarding the specific services to be provided. The policy does not permit delegation of the committee’s authority to management. In the event the need for specific services arises between committee meetings, the committee has delegated to the ChairmanChair of the committee authority to approve permitted services provided that the ChairmanChair reports any decisions to the committee at its next scheduled meeting. In accordance with the policy, the committee pre-approved all audit, audit-related, tax and other permitted services performed by Deloitte & Touche LLP and its affiliates and related entities in 2019.2020.
The fees that were billed to the Company by its independent registered public accounting firm for work performed on behalf of our Company and our subsidiaries for 20182019 and 20192020 were as follows:
| Component | 2018 | 2019 | Component | 2019 | 2020 | |||||
| Audit Fees | $2,836,000 | $2,876,000 | Audit Fees | $2,876,000 | $2,488,000 | |||||
| Audit-Related Fees | $150,000 | $173,000 | Audit-Related Fees | $173,000 | $93,000 | |||||
| Tax Fees | $57,000 | $107,000 | Tax Fees | $107,000 | $87,000 | |||||
| All Other Fees | $19,000 | $4,000 | All Other Fees | $4,000 | $6,000 | |||||
Audit fees consisted of the fees billed for: (i) the audits of the consolidated financial statements of our Company and our subsidiaries included in our Form 10-K; (ii) the audit of the effectiveness of our internal controls over financial reporting; (iii) reviews of financial statements included in Form 10-Q filings; and (iv) services normally provided in connection with statutory and regulatory filings, such as financing transactions.
Audit-related fees consisted of the fees billed for services rendered related to employee benefits plan audits and other attest services.
Tax fees consisted of the fees billed for professional services rendered for tax compliance, tax advice and tax planning, including all services performed by the tax professional staff of affiliates of the independent registered public accounting firm, except those rendered in connection with the audit.
All other fees for 20182019 and 20192020 consisted of license fees for accounting research software products and, with respect to 2018,2020, virtual seminars.
The Audit Committee does not consider the provision of non-audit services by the independent registered public accounting firm described above to be incompatible with maintaining the independence of the independent registered public accounting firm. The committee discussed with our internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits. The committee meets with the internal auditor and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, the evaluation of our internal controls and the overall quality of our financial reporting.
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RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
Proposal FIRM FOR | ||
In accordance with its charter, the Audit Committee of the Board of Directors appointed the firm of Deloitte & Touche LLP, independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for 2020,2021, as well as to report as toon the effectiveness of our internal controls over financial reporting as of December 31, 2020,2021, and is requesting that its shareowners ratify such appointment.
Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement. Further information about the services of Deloitte & Touche LLP, including the fees paid in 20182019 and 2019,2020, is set forth under “FeesFees Paid to Independent Registered Public Accounting Firm.”
The votes cast “FOR”FOR must exceed the votes cast “AGAINST”AGAINST the proposal at the Annual Meeting (assuming a quorum is present) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.2021. For purposes of determining the vote required for this proposal, abstentions will have no impact on the vote. If the appointment is not ratified, the failure by the shareowners to ratify will be considered by the Audit Committee as an indication that it should consider selecting another independent registered public accounting firm for the following fiscal year. Even if the shareowners ratify the appointment, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it feels that such a change would be in the best interest of the Company.
| þ | The Board of Directors recommends that shareowners vote | ||||
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SHAREOWNER PROPOSAL
Proposal Four—SHAREOWNER PROPOSAL REGARDING A REPORT ON THE COSTS AND BENEFITS OF ALLIANT ENERGY’S VOLUNTARY CLIMATE-RELATED ACTIVITIES | ||
We expect the following shareowner proposal to be presented for consideration at the Annual Meeting by Steven Milloy, 12309 Briarbush Lane, Potomac, MD 20854, who beneficially owned 70 shares of our common stock as of December 21, 2020. The following proposal and supporting statement were submitted by Mr. Milloy:
Resolved:Shareholders request that, beginning in 2021, Alliant Energy annually publish a report of actually incurred corporate costs and associated actual and significant benefits accruing to shareholders and the climate from Alliant Energy’s global climate-related activities that are voluntary and exceed government regulatory requirements. The report should be prepared at reasonable cost and omit proprietary information.
Supporting Statement: Alliant Energy’s purpose is to generate profits from generating affordable and reliable electricity while obeying applicable laws and regulations. Maintaining coal plants is the least expensive option for generating electricity per the U.S. Department of Energy’s National Coal Council 2018 report, “Power Reset”. Yet Alliant Energy management intends to shutter its remaining coal plants, presumably in hopes of somehow altering global climate change.
This resolution is intended to help shareholders monitor whether Alliant Energy’s voluntary activities and expenditures touted as protecting the climate are actually producing meaningful benefits to shareholders and the global climate.
Corporate managements sometimes engage in “greenwashing” ⎯ i.e., spending shareholder money on schemes ostensibly environment-related, but really undertaken merely for the purpose of improving the public image of management. Such insincere “green” posturing and associated touting of alleged, but actually imaginary benefits to public health and the environment may harm shareholders by distracting management, wasting corporate assets, ripping off ratepayers and deceiving shareholders and the public.
For example, Alliant Energy intends eliminate carbon dioxide emissions to “net zero” by 2050. This action is not required by any federal or state, law or regulation.
In 2019, Alliant Energy-owned power plants emitted about 14.3 MILLION tons of CO2. But global manmade emissions of CO2 and equivalents amount to more than 59.1 BILLION tons. So Alliant Energy produces about 0.02% of global CO2 emissions – a trivial amount that, even if eliminated by 2050, will have no discernible impact on climate.
So, what are the actual benefits to ratepayers, shareholders and the climate of Alliant Energy meeting its announced emissions goal? By how much, in what way, when and at what cost will any of these activities reduce or alter climate change in any discernible manner?
The information requested by this proposal is not already contained in any Alliant Energy report.
Alliant Energy should report to shareholders what are the specific actual benefits produced by its voluntary, highly touted and costly global climate-related activities. Are the touted benefits real and worthwhile? Or are they just greenwashing for the benefit of management? Shareholders want to know.
Board of Directors Response
The Board of Directors opposes this shareowner proposal and recommends shareowners vote AGAINST it for the reasons set forth below.
Alliant Energy has numerous existing disclosures that address the costs and benefits of our investment strategy and environmental activities. Our utility subsidiaries file generation resource plans with our regulators seeking approval of the costs and benefits of new generating facilities. The generation resource plans provide detailed analysis of the costs and benefits of our future generation plans relative to alternative generation options and scenarios. In addition, we voluntarily provided integrated resource plans to our regulators to guide our long-term strategy to meet customers’ future energy needs. The integrated resource plans assessed future energy and capacity needs under a variety of possible future scenarios with varying economic and regulatory policy outlooks, evaluated potential performance of various energy supply resources and mixes under a range of future scenarios, and informed development of our Clean Energy Blueprints to satisfy energy and capacity needs safely, reliably, affordably and responsibly. The integrated plans were developed by considering studies, forecasts, regulatory requirements, historical data, existing and potential resource capability, costs associated with alternative portfolio solutions, regional energy resource characteristics and transmission-constraints.
ALLIANT ENERGY | 2021 Proxy Statement | 64
SHAREOWNER PROPOSAL
Energy supply alternatives were modeled using expected performance characteristics, projected operating and capital costs and simulations that assessed economic dispatch of various supply alternatives into our regional energy markets. The integrated resource plan process included a robust stakeholder engagement process to include a wide variety of participants, such as state consumer advocates, large industrial customers and environmental organizations. These analyses were discussed in our resource plans and then assessed and approved by our regulators following extensive comment periods to ensure that our customers are being provided affordable, reliable service. This process is a public process that may include either a hearing where the Company is subject to cross-examination regarding its resource plan proposals or public comment prior to regulatory action. We set our generation strategy based on these generation and resource plans and our carbon-related reductions goals are based on the expected results of the execution of our strategic planning.
Our 2020 Corporate Responsibility Report details our efforts to implement a strategy to affordably meet the energy needs of customers and recognize the importance of using resources in efficient and environmentally responsible ways. It outlines our Clean Energy Vision as well as other investments we make to reduce our environmental footprint and the expected benefits to our customers, shareowners and other key stakeholders. We detail our Clean Energy Blueprints to transition our generating resources in Wisconsin and Iowa in our Corporate Responsibility Report, in our SEC filings, and on our website. These disclosures include the amounts we are investing in renewable resources while working to keep customers’ bills affordable through renewable tax credits and avoided fuel costs. The Corporate Responsibility Report also details our planned investments to create a smarter energy grid to improve system performance, make our system more resilient and accommodate additional renewable energy.
The Proponent’s underlying assumptions regarding the need for a report are flawed. The Proposal implies that our carbon reduction initiatives are “voluntary.” However, many state and federal environmental laws and regulations have been put in place since 2005. These regulations required significant reductions in emissions and hazardous air pollutants, which have had the corollary effect of reducing greenhouse gas emissions. This includes the Cross-State Air Pollution Rule and the Mercury and Air Toxics Standards. State and federal policy regarding carbon emissions is expected to become more aggressive over time. Carbon dioxide emission reductions have occurred because lower-emitting natural gas and zero-emitting renewables are proving to be cost-effective options. Furthermore, the majority of our customers, including our residential and commercial customers, want clean energy. It is a wholly appropriate business decision — and one consistent with our investors’ interests — to provide our customers more of the resources they prefer. Finally, many of our investors, including our largest investors, view exposure to carbon resources as a business risk that needs to be effectively managed.
The Proponent further states that “Maintaining coal plants is the least expensive option for generating power. . .” and cites the U.S. Department of Energy’s National Coal Council 2018 report, “Power Reset” for that analysis. This report uses a national average of the cost of existing coal generation compared to other options that do not account for regional differences. When planning for our system and presenting integrated resource plans or certificate authority applications to our state regulatory commissions, we must use actual and expected costs of power plants that are located in the regions that serve our customers, whether coal, natural gas or renewable. Our service territories benefit from the geographic concentration of favorable renewable resources. Strong wind and high solar generation capacity factors lower the cost of these resources. This, coupled with renewable tax credits and avoided fuel costs, enables us to invest in more renewable generation and lower our emissions profile while keeping customer bills affordable and providing an investment opportunity for our shareowners. Through the resource planning or certificate approval process with state regulators, we develop comprehensive, cost-effective plans to transform our system, meet regulatory and legislative requirements, serve customers and advance our transition to clean energy.
Our renewable generation facilities are approved by our regulators based on cost and need. We are required to obtain approvals from our regulators prior to building new renewable generating facilities. The regulators subject each project to the processes outlined above and make their determination whether to approve the project based on a rigorous review that includes a cost-benefit analysis, a determination of need, and whether the specific generating resource is in the public interest. Our renewable generating facilities provide long-term savings for our customers by avoiding costs required to keep coal plants efficient, operational and compliant with regulations, and by avoiding future fuel costs. Based on this analysis, our regulators approved our renewable generating facilities based on cost and need.
Producing a specific, additional report would be contrary to investor interests, redundant and inefficient. Our Clean Energy Blueprints are the product of engagement with our customers, regulators, investors, and other stakeholders on a variety of issues. The majority of our stakeholders, including many of our residential and commercial customers, believe that it is important for Alliant Energy to play a role in reducing carbon emissions. Therefore, we are confident our strategy remains aligned with our customers and other stakeholders and that it is in investors’ best interests to remain aligned with such stakeholders.
ALLIANT ENERGY | 2021 Proxy Statement | 65
SHAREOWNER PROPOSAL
The Board does not believe it is in the best interests of shareowners for Alliant Energy to prepare a separate report on our global climate-related activities. We already disclose the actions, as well as the expected costs and benefits, associated with our resource planning and investment strategy in numerous public disclosures. We believe developing a separate report as requested in the proposal would be contrary to investor interests and an inefficient use of shareowner resources.
| þ | The Board of Directors recommends that shareowners vote AGAINST this proposal. | ||||
ALLIANT ENERGY | 2021 Proxy Statement | 66
GENERAL INFORMATION
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | ||
1. Why am I receiving these materials?
Our Board of Directors is providing these proxy materials to you in connection with our Annual Meeting, which will take place on May 21, 2020.20, 2021. As a shareowner, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the proposals described in this Proxy Statement. In accordance with Securities and Exchange Commission rules, a notice containing instructions on how to access this proxy statement and our annual report online was mailed, starting on or about April 9, 2020,1, 2021, and we provided access to our materials online before that date to certain holders of our common stock on the close of business on the record date.
2. How can I attend the Annual Meeting?
The 20202021 Annual Meeting of Shareowners will be held exclusively online via live webcast. Shareowners of record as of the close of business on March 27, 2020,19, 2021, and persons holding valid proxies from shareowners of record, are entitled to participate in and submit questions in writing before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNT2020LNT2021. To participate in the online Annual Meeting, you will need the 16-digit control number included on your proxy card. If you hold your shares through a broker, bank or other record holder, you may gain access to the meeting by logging into your brokerage firm’s web sitewebsite and selecting the stockholder communications mailbox to link through to the Annual Meeting; instructionsMeeting. Instructions should also be provided on the voting instruction card provided by your broker, bank or other record holder.
The Annual Meeting will begin promptly at 9:00 a.m. C.D.T.CDT Online check-in will begin at 8:30 a.m. C.D.T.CDT Please allow ample time for the online check-in procedures.
An audio broadcast of the Annual Meeting will be available by telephone toll-free at (877) 328-2502. If you call the toll-free number, you will be able to listen to the Annual Meeting but will not be able to vote your shares or ask questions.
3. How can I ask questions at the Annual Meeting?
If you wish to submit a question prior to the Annual Meeting, you may do so prior to the meeting by logging into www.proxyvote.com and entering your 16-digit control number. Once past the log-in screen, click on Question for Management, type in your question, and click Submit. Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LNT2021, type your question into the Ask a Question field, and click Submit.
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions relating to employee or retiree benefits, which further personal interests that may not be of interest to all shareowners or are rude or derogatory are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the Investors tab of our website at www.alliantenergy.com/investors.
4. Why are you holding the Annual Meeting online?
This is our thirdfourth year holding a virtual-only Annual Meeting. We believe that a virtual Annual Meeting facilitates greater participation by providing easy access to the meeting and allowing shareowners to participate from any location around the world. All of our shareowners will be able to participate in the Annual Meeting online without prohibitive cost or inconvenience and without other logistical issues raised by the COVID-19 pandemic. All shareowners can submit questions in writing by visiting www.virtualshareholdermeeting.com/LNT2020as provided in Question 3. A replay of the meeting will be available for one year at that website and on the Investors tab of our website at www.alliantenergy.comwww.alliantenergy.com/investors.
5. What if I have difficulties accessing the pre-meeting forum or locating my 16-digit control number prior to the day of the Annual Meeting?
Prior to the day of the Annual Meeting, if you need assistance with your 16-digit control number and you hold your shares in your own name, please call toll-free (800) 353-1089 in the United States. If you hold your shares in the name of a bank or brokerage firm, you will need to contact your bank or brokerage firm for assistance with your 16-digit control number.
ALLIANT ENERGY | 2021 Proxy Statement | 67
GENERAL INFORMATION
6. What if I have technical difficulties or trouble accessing the webcast of the Annual Meeting?
If you encounter any difficulties accessing the webcast of the Annual Meeting during the check-in or during the Annual Meeting itself, including any difficulties with your 16-digit control number, please call toll-free (855) 449-0991(844) 976-0738 in the United States, or (720) 378-5962(303) 562-9301 if calling from outside the United States, for assistance. Technicians will be ready to assist you beginning at 8:30 a.m. C.D.T.CDT
7. Who is entitled to vote at the Annual Meeting?
Only shareowners of record at the close of business on March 27, 202019, 2021 are entitled to vote at the Annual Meeting. As of the record date, 245,228,627250,130,145 shares of our common stock were issued and outstanding. Each shareowner is entitled to one vote for each share of our common stock held on the record date.
8. What items will be voted on in the Annual Meeting?
You may vote on the following proposals:
•To elect the fourthree nominees named in this Proxy Statement as directors of the Company for terms expiring at the 20232024 Annual Meeting of Shareowners
•To approve, on an advisory, non-binding basis, the compensation of our named executive officers
•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20202021
•Shareowner proposal regarding a report on the costs and benefits of Alliant Energy’s voluntary climate-related activities
9. How does the Board of Directors recommend I vote?
The Board of Directors recommends you vote “FOR”FOR each of the listed director nominees; “FOR”FOR approval of the compensation of our named executive officers; “FOR” the approval of the Alliant Energy Corporation 2020 Omnibus Incentive Plan; and “FOR”FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.2021; and AGAINST the shareowner proposal regarding a report on the costs and benefits of Alliant Energy’s voluntary climate-related activities.
10. How do I vote?
You may vote your shares by proxy or online during the Annual Meeting. Your Board of Directors recommends you vote by proxy even if you plan to participate in the Annual Meeting. You may vote in one of four ways:
Online Prior to the Annual Meeting: You may vote by proxy online. Go to www.proxyvote.com and follow the instructions found on your proxy card.
Online During the Annual Meeting: You may vote online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNT2020LNT2021 and following the instructions found on your proxy card.
By Telephone: You may vote by proxy by calling the toll-free number found on the proxy card.
By Mail: You may vote by proxy by filling out the proxy card and mailing it back in the envelope provided.
If you return your signed proxy card but do not mark the boxes showingto indicate how you wish to vote on one or more of the four proposals, your shares will be voted “FOR”FOR each of the listed director nominees; “FOR”FOR approval of the compensation of our named executive officers; “FOR” the approval of the Alliant Energy Corporation 2020 Omnibus Incentive Plan; and “FOR”FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.2021; and AGAINST the shareowner proposal regarding a report on the costs and benefits of Alliant Energy’s voluntary climate-related activities. If your proxy card is not signed, your votes will not be counted.
If your shares are held by a broker, bank or other record holder, you may direct the record holder to vote your proxies as provided on the notice received from the record holder. If you do not provide your broker, bank or other record holder with specific and timely voting instructions, your shares will not be voted except on Proposal FourThree — Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2020.2021.
Alliant Energy is incorporated under Wisconsin law, which specifically permits electronically transmitted proxies, provided that it can be determined that the transmission was sent or authorized by the shareowner. The electronic voting procedures are designed to authenticate each shareowner by use of a control number and to confirm that the shareowner instructions are properly recorded.
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11. Can I change my vote?
Yes, you have the right to revoke your proxy at any time before the Annual Meeting byby: (a) providing written notice to our Corporate Secretary at 4902 North Biltmore Lane, Madison, Wisconsin 53718; or (b) appointing a new proxy prior to the start of the Annual Meeting.
Additionally, if you attend the Annual Meeting virtually and wish to vote online during the Annual Meeting, you may revoke your proxy by voting online at that time as described above. Attendance at the Annual Meeting will not, by itself, cause your previously appointed proxy to be revoked.
If your shares are held by a bank, broker or other record holder on your behalf, you may submit voting instructions in accordance with the process provided by such record holder.
12. What shares are included on the proxy card(s)?
Your proxy card(s) covers all of your shares of our common stock, including any shares held in your account under our Shareowner Direct Plan and the Alliant Energy Corporation 401(k) Savings Plan.
13. How are shares voted that are held for employees in the Alliant Energy Corporation 401(k) Savings Plan?
Shares held in the Alliant Energy Corporation 401(k) Savings Plan will be included on the proxy card that covers all of your shares of our common stock and can be voted as described in Question 9.10. You will not receive a separate proxy card for these shares.
Only if the proxy is voted as described above in Question 9 “How do I vote?”10 will the proxy be voted in accordance with your instructions. If a proxy is given, the persons named in the proxy will have authority to vote in accordance with their best judgment on any other matter that is properly presented for action at the meeting.
15. What is the required vote for each proposal, assuming a quorum has been met?
A quorum is met if at least a majority of the shares of our common stock entitled to vote is represented in person or by proxy at the Annual Meeting. Abstentions and broker non-votes count as present for establishing a quorum. If you have returned valid proxy instructions or vote during the meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from any matter introduced at the Annual Meeting.
Assuming a quorum is present at the Annual Meeting, the required vote for each proposal is as follows:
• Election of Directors — Directors will be elected by a plurality of the votes cast at the Annual Meeting. See Question 1920 “What happens if a director nominee does not receive a majority of votes cast?” for information concerning our director resignation policy. Shares not voted at the Annual Meeting (including broker non-votes) will not be counted as votes cast. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees are either unable to serve or for good reason will not serve — a contingency the Board of Directors does not currently anticipate.
• Advisory Vote on Compensation of Our Named Executive Officers — Approval of the advisory vote on executive compensation requires that the votes cast “FOR”FOR the proposal exceed the votes cast “AGAINST”AGAINST the proposal at the Annual Meeting. Abstentions and broker non-votes will have no impact on the vote.
• Ratification of Appointment of Independent Registered Public Accounting Firm — Approval of the ratification of the appointment of our independent registered public accounting firm requires that the votes cast “FOR”FOR the proposal exceed the votes cast “AGAINST”AGAINST the proposal at the Annual Meeting. Abstentions will have no impact on the vote, and there will be no broker non-votes with respect to the proposal because brokers may exercise their discretion to vote for or against the proposal in the absence of instruction from the beneficial owners.
• Shareowner Proposal — Approval of the shareowner proposal regarding a report on the costs and benefits of Alliant Energy’s voluntary climate-related activities requires that the votes cast FOR the proposal exceed the votes cast AGAINST the proposal at the Annual Meeting. Abstentions and broker non-votes will have no impact on the vote.
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16. Is there any other business to be conducted?
Our Board of Directors does not know of any business to be considered at the Annual Meeting other than the four proposals set forth in this Proxy Statement and listed in Question 78 above.
17. Who tabulates the votes?
The inspector of election appointed for the Annual Meeting will separately tabulate affirmative and negative votes (or “withheld” votes in the case of the election of directors), abstentions and broker non-votes.
18. Is there a list of shareowners entitled to vote at the Annual Meeting?
A list of the names of shareowners of record entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting on the virtual annual meeting website. This list will also be available for inspection at our Madison, Wisconsin, headquarters. If you would like to view this shareowner list, please contact us in writing.
19. Where and when will I be able to find the results of the voting?
The preliminary results of the voting will be announced during the Annual Meeting, or you may call us for the results at (800) 353-1089. We will also file the final voting results on a Current Report on Form 8-K with the SEC within four business days following the Annual Meeting.
20. What happens if a director nominee does not receive a majority of votes cast?
Pursuant to our Corporate Governance Principles,Guidelines, if any nominee for director in an uncontested election who receives a greater(i.e., an election where the number of nominees is not greater than the number of directors to be elected) receives more WITHHELD votes “WITHHELD” than FOR votes, “FOR” his or her electionthe director nominee is required to offer his or her resignation to the ChairmanChair of the Board of Directors following certification of the shareowner vote. A ResignationThe Nominating and Governance Committee will promptlyshall consider anysuch resignation offers under our Director Resignation Policy and recommendmake a recommendation to the Board of Directors, based on all relevant factors,as to whether to accept or reject the tendered resignation.resignation, or whether other action should be taken. The Board of Directors will thenshall act on thatthe tendered resignation, taking into account the Nominating and Governance Committee’s recommendation no later thanand all other factors deemed relevant, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days followingfrom the date of the shareowners’ meeting at which the election occurred. We will promptly publicly disclose the Board of Directors’ decision, including an explanationfinal certification of the process by whichshareowner vote. The director who has tendered a resignation pursuant to this provision shall not participate in the Nominating and Governance Committee’s or the Board’s deliberations or decision was reached and, if applicable,with respect to the reasons for rejecting thetendered resignation. Full details of our majority voting policy are set forth on our website atwww.alliantenergy.com/investors under the “Corporate Governance”Corporate Governance link.
21. What does it mean if I get more than one proxy card?
If your shares are registered differently and are in more than one account, then you will receive more than one proxy card. Be sure to vote all of your accounts to ensure that all of your shares are voted. When possible, we encourage you to have all accounts registered in the same name and address. You can do this by contacting EQ Shareowner Services at the address below:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
or
P. O. Box 64854
St. Paul, MN 55164-0854
www.shareowneronline.com
22. Are the 2020 Annual Report and these proxy materials available online?
Yes. As required by the SEC, our Proxy Statement and Annual Report are available to our shareowners electronically via the Internet.internet. You can access these materials at www.alliantenergy.com/eproxy.
23. How can I access future proxy materials and Annual Reports online?
If you are a shareowner of record, you can consent to access our future notices of shareowner meetings, proxy materials and Annual Reports electronically through our website.
Selecting electronic access allows us to save on the cost of producing and mailing these materials. If shareowners want to consent to electronic access, they should simply mark the appropriate box on a proxy card or follow the instructions provided when voting over the Internetonline or by telephone. If you consent to access these materials over the Internet,online, you will
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receive a proxy card in the mail next year with instructions containing the Internetinternet address to access those materials rather than receiving those proxy materials and the Annual Report by mail. Your consent will remain in effect unless it is revoked by writing to EQ Shareowner Services at the shareowner information address shown in Question 2021 above.
If you consent to electronic access, then you will be responsible for your routine charges (e.g., online fees) in connection with electronic viewing and printing of proxy materials and Annual Reports. We will continue to distribute printed materials to shareowners who do not consent to access these materials electronically.
If your shares are held by a bank, broker or other record holder on your behalf, please refer to the information provided by such record holder for instructions on how to elect to view future proxy statements and Annual Reports over the Internet.
24. Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet.online. Accordingly, certain shareowners of record received a notice of Internetinternet availability of proxy materials. All such shareowners have the ability to access the proxy materials online on the website referred to in the notice, as described in the instructions on the notice. If you prefer to receive your proxy materials in printed form by mail or electronically by email on an ongoing basis, follow the instructions on the notice describe how you can easilyto make thatyour request. We encourage shareowners to take advantage of the availability ofto access the proxy materials on the Internetonline to help reduce the cost and environmental impact of the circulation of proxy materials.
25. When are shareowner proposals for the 2022 Annual Meeting due?
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8”)(Rule 14a-8), all shareowner proposals to be considered for inclusion in our Proxy Statement for the 20212022 Annual Meeting must be received at our principal office by December 10, 2020.2, 2021. In addition, any shareowner who intends to present a proposal, including director nominations, at the 20212022 Annual Meeting must comply with the requirements set forth in our Bylaws. Our Bylaws state, among other things, that to bring business before an Annual Meeting, a shareowner must give written notice that complies with the Bylaws to our Corporate Secretary not later than 45 days in advance of the first anniversary of the date we mailed our Proxy Statement to shareowners for the prior year’s Annual Meeting. Accordingly, we must receive notice of a shareowner’s proposal submitted other than pursuant to Rule 14a-8, including director nominations, no later than February 23, 2021.15, 2022. If the notice is received after February 23, 2021,15, 2022, then the notice will be considered untimely, and we are not required to present such proposal or director nomination at the 20212022 Annual Meeting. The persons named in the proxies solicited by the Board of Directors for the 20212022 Annual Meeting will use their discretion to vote proxies in certain cases if the shareowner does not comply with this deadline and in certain other cases notwithstanding the shareowner’s compliance with these deadlines.
26. Who is our independent registered public accounting firm and how is it appointed?
Deloitte & Touche LLP audited our financial statements for 2019.2020. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will be given the opportunity to make a statement and to be available to respond to appropriate questions. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for 20202021 and is recommending the appointment for ratification by shareowners.
27. Who will bear the cost of soliciting proxies for the Annual Meeting and how will these proxies be solicited?
We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our officers and employees, who will not receive any additional compensation for these solicitation activities. We will pay banks, brokers, nominees and other fiduciaries reasonable charges and expenses incurred in forwarding the proxy materials to their principals. We have retained Innisfree to aid in the solicitation of proxies at an estimated cost of $15,000, plus reimbursable out-of-pocket expenses.
28. If more than one shareowner lives in my household, how can I obtain an extra copy of the Proxy Statement and the 2020 Annual Report?
Pursuant to SEC rules, services that deliver our communications to shareowners who hold their shares through a bank, broker or other holder of record may deliver to multiple shareowners sharing the same address a single copy of our Annual Report and Proxy Statement. Upon written or oral request, we will mail an additional copy of the Proxy Statement and the 20192020 Annual Report to any shareowner at a shared address to which a single copy of the document was previously delivered, and we will continue to do so in the future, if requested. You may notify us of your request by callingcall us at (800)
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353-1089 or writingwrite to the address shown below for requestingto request a copy of our 20192020 Annual Report on Form 10-K. You may also access these materials at www.alliantenergy.com/eproxy. In addition, shareowners who receive multiple copies of our Annual Report and Proxy Statement may request delivery of single copies by contacting us in the manner provided above.
We will furnish to any shareowner, without charge, a copy of our 20192020 Annual Report on Form 10-K. You may obtainTo request a copy, of the Form 10-K by writingwrite to Alliant Energy Shareowner Services at 4902 North Biltmore Lane, P.O. Box 14720, Madison, Wisconsin 53708-0720 or via email at shareownerservices@alliantenergy.com.
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