UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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ALLIANT ENERGY CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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NOTICE OF 20202023 ANNUAL MEETING OF SHAREOWNERS OF ALLIANT ENERGY CORPORATION
| DATE: | May | ||||
| TIME: | 9:00 a.m. | ||||
www.virtualshareholdermeeting.com/LNT2020LNT2023
VIRTUAL MEETING ONLY — NO PHYSICAL LOCATION
The virtual Annual Meeting may be accessed at www.virtualshareholdermeeting.com/LNT2020LNT2023, where you will be able to listen to the meeting live, submit questions and vote online.
AGENDA:
1. Elect four directors nominated by our Board of Directors to serve on our Board of Directors, one for a term expiring at the 2024 Annual Meeting of Shareowners and three for terms expiring at the 2026 Annual Meeting of Shareowners
2. Approve, on an advisory, non-binding basis, the compensation of our named executive officers
3. Approve, on an advisory, non-binding basis, the frequency of the advisory vote on the compensation of our named executive officers
4. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023
5. Attend to any other business properly presented at this meeting
RECORD DATE: March 27, 202022, 2023
Shareowners of record of our common stock as of the close of business on March 27, 202022, 2023 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 20202023 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) 328-2502.346-6110. Shareowners of record as of the close of business on March 27, 2020,22, 2023, are entitled to participate in and submit questions in writing before and during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/LNT2020LNT2023. 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 8:3045 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, 20192022 was included in the mailing of this Notice of 2020 Annual Meeting of Shareowners.with these proxy materials.
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be held on May 21, 2020.23, 2023. The Alliant Energy Corporation Proxy Statement for the 20202023 Annual Meeting of Shareowners and the Annual Report for the fiscal year ended December 31, 2019,2022, are available at www.alliantenergy.com/eproxy.
By Order of the Board of Directors
Dated, mailed and made available on the Internetonline on or before April 9, 2020.4, 2023.
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, 2020,4, 2023, 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 | |||||
| Pay for Performance | |||||
| Proposal Two — Advisory Vote to Approve the Compensation of Our Named Executive Officers | |||||
| Proposal Three — Advisory Vote on the Frequency of Advisory Vote to Approve | |||||
| Report of the Audit Committee | |||||
| Fees Paid to Independent Registered Public Accounting Firm | |||||
Proposal Four — Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for | |||||
| 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 20192022 Annual Report before you vote.
Date and Time: May 21, 2020 23, 2023 at 9:00 a.m. C.D.T.CDT
Record Date: March 27, 202022, 2023
Place: www.virtualshareholdermeeting.com/LNT2023
| Voting Matters | Board Recommendation | Page | |||||||||
| 1. | Election of Four Director Nominees | FOR all Director Nominees | |||||||||
| 2. | Advisory Vote to Approve Executive Compensation | FOR | |||||||||
| 3. | Advisory Vote on the Frequency of Advisory Vote to Approve Executive Compensation | 1 Year | |||||||||
| 4. | Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2023 | FOR | |||||||||
| 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 proxiesproxy today in one of the following methods:
 |  |  | ||||||||||||
| 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 401(k) participants’ cards must be received by May | ||||||||||||
until 10:59 p.m. May 401(k) participants’ votes must be received by May | 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 68-7269-74 for directions on voting your proxiesproxy and to see how your votes are counted.
ELECTION OF DIRECTORS
ALLIANT ENERGY | 2023 Proxy Statement | 1
ELECTION OF DIRECTORS
Proposal One—ELECTION OF DIRECTORS | ||
At our annual meeting of shareowners (the “Annual Meeting”)(Annual Meeting), four directors will be elected. The nominees for election are:
Each nominee currently serves on our Board of Directors. If elected as directors, each of Mr. Allen, Mr. Garcia and Ms. Whiting will serve until our Annual Meeting of Shareowners in 2026 or until his or her successor has been duly qualified and elected. Ms. Cox was added to the Board of Directors to fill a vacancy since our 20192022 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 nomineesa director, Ms. Cox will serve until our Annual Meeting of Shareowners in 20232024 or until his/her successor has been duly qualified and elected. Ms. McAllister will not stand for reelection at the Annual Meeting in accordance with the director retirement age set forth in our Bylaws and Corporate Governance Principles and the size of the Board will be reduced to nine members.
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, race, 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 | 2023 Proxy Statement | 2
ELECTION OF DIRECTORS
The table below provides a summary of our Board diversity as of April 4, 2023.
| Total Number of Directors | 10 | |||||||
| Female | Male | |||||||
| Part I: Gender Identity | ||||||||
| Directors | 5 | 5 | ||||||
| Part II: Demographic Background | ||||||||
| African American or Black | 1 | 0 | ||||||
| Hispanic or Latin-x | 0 | 1 | ||||||
| White | 4 | 4 | ||||||
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.
ALLIANT ENERGY | 2023 Proxy Statement | 3
ELECTION OF DIRECTORS
Our Bylaws set a mandatory retirement age for directors to encourage Board refreshment, providing that a Director may not stand for election at an Annual Meeting of Shareowners after reaching age 70. The Bylaws do not provide any exceptions nor the ability to waive the mandatory retirement age.
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, 2020.4, 2023.
Directors will be elected by a pluralitymajority of the votes cast at the meeting (assumingassuming a quorum is present). Consequently, anypresent. Any shares not voted at the meeting, including as a result ofabstentions and 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 compositionmembers of our Board of Directors isare identical to the compositionmembers 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 | ||||
ALLIANT ENERGY | 2023 Proxy Statement | 4
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
 | Summary: Mr. Skills and Qualifications: strategic leadership; financial acumen/literacy; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety; diversity. | ||||
Patrick E. Allen Age: Director Nominated for a Committee • • Executive • | |||||
 | Summary: Ms. Cox brings to our Board more than 30 years of experience in the energy sector leading strategic planning, P&L management, human resources, manufacturing, supply chain and other functional roles for global organizations. Ms. Cox served as Executive President of Operations at John Wood Group PLC (Wood), a global leader in consulting and engineering in energy and materials markets, from October 2020 through July 2022. She also served as Wood’s Chief Executive Officer of Asset Solutions for the Americas from October 2019 to October 2020. Prior to joining Wood, Ms. Cox held multiple executive leadership roles with Schlumberger Limited (SLB), a global technology company that drives energy innovation for a balanced planet, spanning a 28-year career, including President, North America Land Drilling from 2018-2019; Vice President, Human Resources from 2017-2018 and from 2009-2014; President, North America from 2016-2017; President, Asia from 2014-2016; and leadership positions overseeing IT, Human Resources, Manufacturing and Supply Chain. Ms. Cox has served as a Director of IPL and WPL since 2023. Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety; diversity. | ||||
Stephanie L. Cox Age: 54 Director since: 2023 Nominated for a term expiring in:2024 Committee memberships: • Compensation and Personnel • Operations | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 5
ELECTION OF DIRECTORS
 | Summary: Mr. 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 Nominated for a Committee • Compensation and Personnel • Operations | |||||
 | |||||
 | Summary: Ms. Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; diversity. | ||||
Susan D. Whiting Age: Director Nominated for a Committee • Audit • Compensation and Personnel | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 6
ELECTION OF DIRECTORS
CONTINUING DIRECTORS
  | Summary: Ms. Skills and | ||||
Age: Director Term Committee • Audit • Operations | |||||
  | Summary: Mr. Larsen brings to our Board an extensive knowledge of the utility Skills and | ||||
John O. Larsen Age: Director Term Committee • Equity Awards • Executive (non-voting Chair) | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 7
ELECTION OF DIRECTORS
 | Summary: Mr. Newport brings to our Board broad experience and leadership in finance and operations of a manufacturing Skills/ | ||||
Roger K. Newport Age: Director Term Committee • Audit (Chair) • • Nominating and Governance | |||||
 | |||||
 | Summary: Mr. 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) | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 8
ELECTION OF DIRECTORS
 | Summary: Ms. Sanders is our Lead Independent Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; legal and regulatory; human resources/executive compensation; risk | ||||
Carol P. Sanders Age: Director Term Lead Independent Director Committee • Audit • Executive • Nominating and Governance (Chair) | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 9
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Our purpose at Alliant Energy is to serve customers and build strong communities. Our purpose, supported by our values, is the foundation of our culture, guides our actions, and describes how we accomplish our strategy.
Ethical and Legal Compliance Policy
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. Our Code of Conduct is posted 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, other than technical, administrative, or other non-substantive amendments, to, or waivers from our Code of Conduct granted to our CEO, CFO, or Chief Accounting Officer on that website 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 fulfills its purpose. The Corporate Governance 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.
ALLIANT ENERGY | 2023 Proxy Statement | 10
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. Mr. Allen serves as an executive officer ofdetermine a company that is a customer of IPL; Mr. Garcia serves as an executive officer of a company that is a customer of WPL; and Mr. O’Toole serves 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”) 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.director’s independence.
The Board of Directors has affirmatively determined byadopted resolutions that affirm that each of Mr. Allen, Ms. Evanko,Cox, Ms. Falotico, Mr. Garcia, Ms. McAllister, Mr. Newport, Mr. O’Toole, Ms. Sanders, Ms. Whiting, and Mr. Oestreich Ms. Sanders and Ms. Whitingwhile he 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,Bylaws, 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”AGAINST 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 promptly 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 will 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 will 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 2019.2022. 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.
Members of our Board of Directors are expected to attend our Annual Meeting of Shareowners. All members of our Board of Directors at the time of the 2022 Annual Meeting were present for our 2019the 2022 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
ALLIANT ENERGY | 2023 Proxy Statement | 11
CORPORATE GOVERNANCE
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 SECSecurities and Exchange Commission (SEC) and Nasdaq rules.
We had no related-person transactions since the beginning of 2019,2022, 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.
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 | ||||||||||||||||
ALLIANT ENERGY | 2023 Proxy Statement | 12
CORPORATE GOVERNANCE
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 are2022. 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 company Values to Act for tomorrow, Make things betterCompany purpose and Care for others. The Board of Directors formalized sustainability oversight to ensure appropriate Board oversight of these key matters. values. 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 anCompany’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 | Compensation and Personnel Committee Remuneration and ESG Performance Metrics Human Rights 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 Water Management Land Use and Biodiversity Energy Portfolio Diversity Emissions and Waste Community Relations Customer Engagement Safety and Health Supply Chain Standards Energy Reliability and Resiliency | ||||||||||||||||
Shareowner Outreach
In 2019,2022, we reached out to holders of approximately 50%55% of our outstanding shares, and held discussions with those who agreed to our request for engagement.meet. Our outreach meetings generally focusedincluded: ESG and sustainability; our clean energy vision including impacts on environmental, socialour employees and communities; executive compensation matters, including setting metrics and the use of ESG metrics in incentive plans; diversity, equity and inclusion matters; and governance matters, company strategy and results, Board composition, Board risk management oversight and executive compensation performance metrics.matters. The Lead Independent Director, CEO, CFO, Vice President and Treasurer, and members of the Environmental Services & Corporate Sustainability, 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.
ALLIANT ENERGY | 2023 Proxy Statement | 13
CORPORATE GOVERNANCE
Board of Directors Leadership Structure
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, the boardThe Board has determined that combining the roles of ChairmanBoard Chair 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, | ||||||||||||||
| • | ||||||||||||||
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 independent members of 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 | 2023 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 | C | ü | ü | ||||||||||||||
| ü | ü | ||||||||||||||||
| N. Joy Falotico | ü | ü | |||||||||||||||
| Michael D. Garcia | ü | ü | |||||||||||||||
| John O. Larsen | C* | ||||||||||||||||
| Singleton B. McAllister | ü | ü | |||||||||||||||
| Roger K. Newport | ü | ü | |||||||||||||||
| Thomas F. O’Toole | ü | C | ü | ||||||||||||||
| Carol P. Sanders | ü | C | ü | ||||||||||||||
| Susan D. Whiting | ü | ||||||||||||||||
C = Committee Chairman Chair C* = Non-Voting Committee Chairman Chair ü= Member
ALLIANT ENERGY | 2023 Proxy Statement | 15
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
| Members | Roger K. Newport, Chair N. Joy Falotico Carol P. Sanders Susan D. Whiting | |||||||
| 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 | |||||||
| 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 pages 12-13. | ||||||||
ALLIANT ENERGY | 2023 Proxy Statement | 16
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
| Members | Stephanie L. Cox Michael D. Garcia Thomas F. O’Toole Susan D. Whiting | |||||||
| 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 pages 12-13 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
Delegation
The Board of Directors has delegated to the Equity Awards Committee the authority to approve certain limited equity issuances to employees other than executive officers. Mr. Larsen is the sole member of this committee.
ALLIANT ENERGY | 2023 Proxy Statement | 17
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Compensation and Personnel Committee Interlocks and Insider Participation
No person who served as a member of the Compensation and Personnel Committee during 20192022: (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’sSEC 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 Patrick E. Allen Singleton B. McAllister Roger K. Newport | |||||||
| 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 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 pages 12-13. | ||||||||
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 isare described starting on page 1.2.
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.our search. In recruiting Mr. Garcia,Ms. Cox, the Nominating and Governance Committee retained thea search firm JamesDruryPartners to help identify director prospects, perform candidate outreach, assist in reference checks and provide other related services.
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
ALLIANT ENERGY | 2023 Proxy Statement | 18
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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
| Members | Thomas F. O’Toole, Chair Stephanie L. Cox N. Joy Falotico Michael D. Garcia Singleton B. McAllister | |||||||
| 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 pages 12-13. | ||||||||
| Members | John O. Larsen, Chair (non-voting) Patrick E. Allen Roger K. Newport Thomas F. O’Toole Carol P. Sanders | ||||
| Independence | All members except Mr. Larsen are independent as defined by the Nasdaq rules. | ||||
| Meetings | The committee generally does not meet and 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 | 2023 Proxy Statement | 19
DIRECTOR COMPENSATION
The following table summarizes the compensation paid to or earned by our non-employee directors during 2019.2022.
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 | $282,500 | $0 | $0 | $282,500 | ||||||||||
| N. Joy Falotico | $265,000 | $0 | $0 | $265,000 | ||||||||||
| Michael D. Garcia | $260,000 | $0 | $0 | $260,000 | ||||||||||
| Singleton B. McAllister | $260,000 | $357 | $3,500 | $263,857 | ||||||||||
| Roger K. Newport | $280,000 | $0 | $3,500 | $283,500 | ||||||||||
| Dean C. Oestreich | $260,000 | $6,563 | $0 | $266,563 | ||||||||||
| Thomas F. O’Toole | $275,000 | $1,067 | $0 | $276,067 | ||||||||||
| Carol P. Sanders | $310,000 | $5,748 | $2,000 | $317,748 | ||||||||||
| Susan D. Whiting | $265,000 | $0 | $0 | $265,000 | ||||||||||
(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 2022 is shown in the Summary Compensation Table. Mr. Oestreich served on the Board of Directors until February 11, 2023. Ms. Cox began service on the Board of Directors on February 11, 2023; therefore no fees were paid to her in January 20202022.
(2) The amounts shown in this 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 | $141,250 | 2,445 | ||||||
| N. Joy Falotico | $225,251 | 3,901 | ||||||
| Michael D. Garcia | $156,000 | 2,702 | ||||||
| Roger K. Newport | $210,000 | 3,637 | ||||||
| Thomas F. O’Toole | $275,000 | 4,763 | ||||||
| Susan D. Whiting | $10,375 | 180 | ||||||
(3) The amounts shown in this column represent above-market interest on non-qualified deferred compensation.
(4) The amounts in this column include payments made to charities through the Alliant Energy matching gift program. Infrequently, spouses and guests of directors accompany the directors on a corporate aircraft when the aircraft is therefore omitted fromalready going to a specific destination for a business purpose at no aggregate incremental cost to the disclosures below.Company. No such travel occurred in 2022.
Name(1) | Fees Earned or Paid in Cash ($)(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 2019,2022, 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 20192022 and the annual retainer that will be received for service in 2020,2023, as well as other fees for director services. Fees for 20192022 and 20202023 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 |
| 2019 | $235,000 | $25,000 | $20,000 | $15,000 | $15,000 | $15,000 | $5,000 |
| 2020 | $245,000 | $25,000 | $20,000 | $15,000 | $15,000 | $15,000 | $5,000 |
| 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 | ||||||||||||||||
| 2022 | $260,000 | $30,000 | $20,000 | $20,000 | $15,000 | $15,000 | $5,000 | ||||||||||||||||
| 2023 | $270,000 | $30,000 | $20,000 | $20,000 | $15,000 | $15,000 | $5,000 | ||||||||||||||||
ALLIANT ENERGY | 2023 Proxy Statement | 20
DIRECTOR COMPENSATION
In 2019,2022, directors did not receive any additional compensation for attendance at Board or committee meetings. The same will applyapplies for 2020.2023.
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.us, including certain continuing education expenses. 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, each director was2022 and 2023, directors were encouraged to voluntarily elect to use a portion55% of his or hertheir cash retainer to purchase shares of our common stock pursuant to ourthrough the Shareowner Direct Plan or to defer such amount through the Company Stock Account in the Alliant Energy Deferred Compensation Plan. The same applies to 2020 compensation. 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.retainer (equivalent to $520,000 in 2022). 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, 2019,2022, all of our current non-employee directors had met the target ownership level, with the exception of: Mr. Newportof Ms. Cox, who became a director in 2018;2023, and Ms. EvankoFalotico, who became a director in 2019; and Mr. Garcia who became a director in 2020.2021. 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 director2022, 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 2019,2022, the amount of matching contributions was capped at $3,500 per year for each director.
ALLIANT ENERGY | 2023 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, 202013, 2023 by: (1) the named 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 | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
| DIRECTOR NOMINEES | |||||
| Patrick E. Allen | |||||
| Stephanie L. Cox | 500 | ||||
| Michael D. Garcia | |||||
| Susan D. Whiting | 27,808 | ||||
| DIRECTORS | |||||
| N. Joy Falotico | 6,278 | ||||
| Singleton B. McAllister | |||||
| Roger K. Newport | |||||
| Thomas F. O’Toole | |||||
| Carol P. Sanders | |||||
| All Executive Officers and Directors as a Group | |||||
(1) Mr. Larsen’s share ownership is shown in the executive officer section. He is also a director. Total shares of Company common stock outstanding as of March 13, 2023 were 251,382,865. 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 — 37,420; Ms. Falotico — 5,068; Mr. Garcia — 10,733; Mr. Kouba — 837; Mr. Larsen — 19,439; Ms. McAllister — 22,977; Mr. Newport — 16,816; Mr. O’Toole — 32,412; Ms. Sanders — 64,381; and Ms. Whiting — 22,208 (all executive officers and directors as a group — 232,292).
ALLIANT ENERGY | 2023 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 9, 2023) | 0 | 453,151 | 31,650,698 | 1,147,568 | 32,798,266 | 13.07% | |||||||||||||||||||||||
BlackRock Inc. 55 East 52nd Street New York, NY 10055 (dated as of January 27, 2023) | 21,379,847 | 0 | 22,703,583 | 0 | 22,703,583 | 9.00% | |||||||||||||||||||||||
State Street Corporation One Lincoln Street Boston, MA 02111 (dated as of February 8, 2023) | 0 | 11,812,665 | 0 | 13,992,605 | 14,012,417 | 5.58% | |||||||||||||||||||||||
| 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 | 2023 Proxy Statement | 23
COMPENSATION DISCUSSION AND ANALYSIS
ALLIANT ENERGY | 2023 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 values, and 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 Valuespurpose and 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. | Michael S. Luhrs: Senior Vice President | ||||
| 4. | David A. de Leon: Senior Vice President; President of WPL | ||||
| 5. | Terry L. Kouba: Senior Vice President; President of IPL | ||||
| 6. | James H. | ||||
HOW WE PERFORMED
2022 Highlights
Highlights of our 2022 performance include the following:
•Earnings per share (EPS) from continuing operations of $2.73 and adjusted EPS from continuing operations of $2.80 (adjusted as described below)
•Dividend of $1.71 per common share
•Total shareowner return of 10% for last three years which was in the 57th percentile of our peer group
•Exceeded our carbon emissions reduction goal
•Exceeded our distribution system reliability targets
ALLIANT ENERGY | 2023 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 in our incentive programs and executive performance-basedincentive-based payouts under those programs over the past three years:
| Year | Adjusted EPS from Continuing Operations(1) | Target Adjusted EPS from Continuing Operations | Annual Performance Payout as % of Target(2) | Relative Total Shareowner Return – Three Years(3) | Performance Share Payout as % of Target(4) | Performance Restricted Stock Unit Payout as % of Target(5) | ||||||||||||||
| 2020 | $2.44 | $2.41 | 118% | 79th percentile | 173% | 200% | ||||||||||||||
| 2021 | $2.65 | $2.57 | 135% | 95th percentile | 200% | 200% | ||||||||||||||
| 2022 | $2.80 | $2.74 | 123% | 57th percentile | 118% | 200% | ||||||||||||||
| 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) 2020 GAAP EPS from consolidated earnings from continuing operations was $2.47. Adjusted EPS in 2020 excluded 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. 2021 GAAP EPS from consolidated earnings from continuing operations was $2.63. Adjusted EPS in 2021 excluded a loss of $0.02 per share for the non-cash charge related to the redemption of IPL preferred stock. 2022 GAAP EPS from consolidated earnings from continuing operations was $2.73. Adjusted EPS for 2022 excludes $0.03 per share of charges related to the Iowa state income tax rate change, $0.02 per share of charges related to retirement plan settlement losses, and $0.02 per share of charges related to an ATC base return on equity reserve adjustment.
(3) Total shareowner return as compared to the Edison Electric Institute (EEI) Stock Index over a three-year period, ending with the year indicated in the table.
(5) Performance restricted stock units shown above vest based on compounded annual growth of consolidated net income over a three-year performance period. The percentage shown is the percentage of target at which the performance restricted stock units vested at the end of the applicable three-year performance period, ending with the year indicated in the table.
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 and ESG-related 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 significant portion of our long-term performanceincentive pay directly to total shareowner return, tying compensation to meeting ESG metrics, 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 | 2023 Proxy Statement | 26
COMPENSATION DISCUSSION AND ANALYSIS
These compensation practices help us achieve our program objectives:
• Equity Ownership: long-term incentive awards settle in Company stock, which, combined with our share ownership requirement, promotes executive officers have significant holdingsofficer ownership of our common stock
• Market Compensation: total aggregate compensation levels are reviewed against market compensation levels which ensuresto ensure 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 reconsidersconsiders these objectives and practices in its regular reviews of the executive compensation program.
ALLIANT ENERGY | 2023 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, | • | 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 | |||||||||
| • | Motivates and rewards achievement of a diverse workforce over time | ||||||||||
| • | Aligns management and shareowner interests by | ||||||||||
| • | 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 equity awards earned after three years, subject to continuous employment | • | Enhances retention of management personnel | ||||||||
| • | Aligns management and shareowner interests by | ||||||||||
| 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 | • | 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 | 2023 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.in the role. 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 20192022 and 20182021 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 | 2022 Base Salary | 2021 Base Salary | Percentage Increase | ||||||||
| John O. Larsen | $900,000 | $550,000 | 63.6 | % | John O. Larsen | $1,090,000 | $1,025,000 | 6.3% | |||||||
| Robert J. Durian | $500,000 | $475,000 | 5.3 | % | Robert J. Durian | $610,000 | $565,000 | 8.0% | |||||||
| James H. Gallegos | $525,000 | $500,000 | 5.0 | % | |||||||||||
| Michael S. Luhrs | Michael S. Luhrs | $430,000 | — | ||||||||||||
| David A. de Leon | $300,000 | $260,000 | 15.4 | % | David A. de Leon | $430,000 | $390,000 | 10.3% | |||||||
| Terry L. Kouba | $300,000 | $270,000 | 11.1 | % | Terry L. Kouba | $430,000 | $390,000 | 10.3% | |||||||
| Patricia L. Kampling | $1,060,000 | $1,009,400 | 5.0 | % | |||||||||||
| James H. Gallegos | James H. Gallegos | $565,000 | $554,000 | 2.0% | |||||||||||
The salary increases of Mr. Larsen, 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.market and to retain talent. Mr. Luhrs joined the Company in April 2022.
Executive officers participate in the Executive PerformanceShort-Term Incentive Pay (“EXPP”)(EXSTIP) 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. The Company goals balance financial and operational objectives to drive value for both our shareowners and customers.
ALLIANT ENERGY | 2023 Proxy Statement | 29
COMPENSATION DISCUSSION AND ANALYSIS
The Company goals for 2022, their weightings, 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: $2.58 Target: $2.74 Maximum: $2.85 | $2.80 | 88.9% | ||||||||||
| Customer Experience | 5% | Customer Interaction Survey: Threshold: 7.98 Target: 8.38 Maximum: 8.58 | 8.92 | 7.5% | ||||||||||
| 5% | SAIDI: Threshold: 90% Target: 100% Maximum: 115% | 127% | 7.5% | |||||||||||
| 5% | SAIFl: Threshold: 90% Target: 100% Maximum: 115% | 119% | 7.5% | |||||||||||
| Environmental | 5% | Annual Progress Towards Long-Term Emission Goal: Threshold: 23% Target: 30% Maximum: 37% | 39% | 7.5% | ||||||||||
| Diversity, Equity and Inclusion | 5% | Creating a Culture of Inclusivity and Belonging: Threshold: 30 Target: 40 Maximum: 50 | 30 | 2.5% | ||||||||||
| Safety | 2.5% | Total Recordable Incident Rate Reduction: Threshold: 8% Target: 15% Maximum: 25% | -9% | —% | ||||||||||
| 2.5% | Lost Time Incident Rate Reduction: Threshold: 5% Target: 15% Maximum: 25% | 8% | 1.7% | |||||||||||
| TOTAL | 100.0% | 123% | ||||||||||||
(1)2022 GAAP EPS from consolidated earnings from continuing operations was $2.73. Adjusted EPS for 2022 excludes $0.03 per share of charges related to the Iowa state income tax rate change, $0.02 per share of charges related to retirement plan settlement losses, and $0.02 per share of charges related to an ATC base return on equity reserve adjustment.
The Compensation and Personnel Committee approved earnings per share as the financial goal to reward earnings growth, which benefitsgrowth. This aligns with our shareownersstrategy and was guided by our Valuerewards meeting the expectations ofDo the right thing – we keep our promise to deliver earnings growth to our shareowners. Operational goals were set based onrelated to customer experience, environment, diversity and safety reflect our strategic plancorporate purpose and values and our Values. commitment to ESG-related matters.
The customer experience goals recognizeare linked to our customer-focused strategy and supportguided by our Value of Make things betterpurpose to serve customers. The customer interaction target measures our efforts to create a simple, personalized experience for our customers and communities as theby measuring survey responses. The System Average Interruption Duration Index (SAIDI) measures outage duration and the System Average Interruption Frequency Index (SAIFI) measures outage frequency. Both of these goals measure our current year reliability compared to our 10-year historical average.
Our ESG-related goals are also linked to our strategy and include emissions reductions, diversity, equity and inclusion, our corporate culture and safety.
The emissions reduction goal supportsemphasizes our commitment to cleanerclean energy and rewards annual progress toward the Company’s long-term aspiration of a 50% reduction in CO2 emissions by 2030 from 2005 levels.
Our diversity goals support and reward an inclusive culture. They measure our Valueachievement on five metrics that we believe are important in creating a culture of Act for tomorrow.inclusivity and belonging. Each component is worth ten points and is
ALLIANT ENERGY | 2023 Proxy Statement | 30
COMPENSATION DISCUSSION AND ANALYSIS
measured on a pass/fail scale. The components include: developing and advancing diverse talent in succession pools for director and above positions, employee survey participation rates, skills training for hiring managers, prevalence of female and people of color promotions and diverse candidate slates for salaried roles filled externally.
| 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%123% 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,Targets for corporate safety metrics were not met, which reduced overall short-term pay awards. Management initiated a discussion with the committee did not modifyCommittee on taking additional actions to demonstrate the Company’s commitment to safety beyond the metrics. After discussions with management, the Committee determined to reduce the 2022 short-term annual incentive pay awards of any named executive officer based onMr. Larsen, Mr. Durian, Mr. de Leon and Mr. Kouba by 5% under the individual performance modifier. This reduction reflects a shared determination by the Committee and
Payment under the EXPPEXSTIP Plan is calculated as follows:
Each target payout percentage under the EXPPEXSTIP Plan is set by the Compensation and Personnel Committee based on survey data, tenureexperience in a position, strategic importance and individual responsibilities. Target payouts as a percentage of base salary for 20192022 are set forth below. They are materially unchangedreflect a slight increase from 2018,2021 due to efforts to keep total targeted compensation in line with market, except for Mr. Larsen whose 2019 target was increased as a result of his promotion toLuhrs who joined the position of President and CEO.Company in April 2022.
| Named Executive Officer | EXSTIP Plan Target Payout as a Percentage of 2022 Base Salary | ||||
| John O. Larsen | |||||
| Robert J. Durian | |||||
| 60% | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
ALLIANT ENERGY | 2023 Proxy Statement | 31
COMPENSATION DISCUSSION AND ANALYSIS
2023 EXSTIP Plan providesUpdates
In setting 2023 compensation, the Compensation and Personnel Committee reviewed market data presented by Pay Governance LLC, its independent compensation consultant, which showed that the maximum Company performance multiplier of 150% was well below market practice. As a result, the Compensation and Personnel Committee increased maximum Company performance to 200% for the clawback2023 EXSTIP Plan. The change aligns with utility peer plan maximums and will improve the competitiveness of annual performance payments inplan design which is critical due to the event that fraud, intentional misconduct or gross negligence leads to a restatementchallenges 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.current labor market.
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 2019,2022, we granted long-term awards under our Amended and Restated 20102020 Omnibus Incentive Plan to our named executive officers in three forms: performance restricted stock units, performance shares and restricted stock units. Theas shown below.
| Award Type | Portion of Long-Term Target Award | Performance Metric | Payout Range as a Percentage of Target | Settlement | ||||||||||
| Performance Shares | 35% | Relative Total Shareowner Return | 0-200% | Shares | ||||||||||
| Performance Restricted Stock Units - Net Income | 35% | Cumulative Net Income Growth | 0-200% | Shares | ||||||||||
| Performance Restricted Stock Units - DEI | 5% | Diversity Metrics | 0-200% | Shares | ||||||||||
| Restricted Stock Units | 25% | Time-vesting | 100% | Shares | ||||||||||
As shown above, a significant majority of the long-term equity awards granted to our named executive officers are performance-based, payable only if minimum threshold goals are met. All outstanding long-term equity awards are settled in 2019 consistedshares of 35% performance restrictedour common stock units, 35% performance shareswhich increases equity ownership by our executives to better align executives’ and 30% restricted stock units, at target.shareowners’ interests.
Service-based restricted stock units, which represent a minority of our total long-term incentive, vest in a single installment based on continued service andover three years. These awards enhance retention of management personnel and align our executive officers’ long-term financial interests to the long-term financial interestsexperience 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. We
Currently, 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 2019 long-term awards.
ALLIANT ENERGY | 2023 Proxy Statement | 32
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% | Net Income Growth | 0-200% | Shares |
| Performance Shares | 35% | Relative Total Shareowner Return | 0-200% | Shares |
| Restricted Stock Units | 30% | Time-vesting | 100% | Shares |
base salary are set forth below.
| Named Executive Officer | 2022 Target Long-Term Equity Grant Value as a Percentage of Base Salary | ||||
| John O. Larsen | |||||
| Robert J. Durian | |||||
| David A. de Leon | |||||
| Terry L. Kouba | |||||
The target long-term incentive grant values reflect increases from 2021 for our executive officers due to efforts to keep total targeted compensation in line with market, except for Mr. Luhrs who joined the Company in April 2022. The Compensation and Personnel Committee considers survey data, tenureexperience in a position, strategic importance, individual responsibilities and the competitiveness of the total compensation package when setting the long-term performance pay target.incentive opportunities. The target dollar value of the long-term equity awards areis 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.
Three-Year Compounded Annual Growth of Consolidated Net Income from Continuing Operations | Percentage of Target Value Payout |
| 7% | 200% |
| 6% | 150% |
| 5% | 100% |
| 4% | 50% |
| Below 4% | 0% |
Performance shares are intended to reward companyCompany performance relative to our peers.peers in the EEI Stock Index. Vesting of the performance shares granted in 2022 is based on our relative total shareowner return over athe three-year performance period that runs from January 1, 2022 to December 31, 2024 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. TheConsistent with prior years, the committee selected the Edison Electric Institute (“EEI”)EEI Stock Index as the peer group for the 20192022 grants of performance shares as in previous years.shares. 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.
Any dividend equivalents credited on performance shares are treated as reinvested, but are not payable to the participant untilunless 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 outstanding 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 20172020 performance share grant (performance period ended on December 31, 2019)2022) ranked at the 72nd57th percentile relative to the peer group. As a result, our named executive officers earned 155.0%118% of the target award for the 2017-20192020-2022 performance period. Additional information about the performance share payouts for the 2017-20192020-2022 performance period is provided in the “20192022 Option Exercises and Stock Vested”Vested table.
ALLIANT ENERGY | 2023 Proxy Statement | 33
COMPENSATION DISCUSSION AND ANALYSIS
| ALLETE, Inc. | Entergy Corporation | Otter Tail Corporation | ||||||
| Ameren Corporation | Evergy, Inc. | PG&E Corporation | ||||||
| American Electric Power Company, Inc. | Eversource Energy | Pinnacle West Capital Corporation | ||||||
| Avangrid, Inc. | Exelon Corporation | PNM Resources, Inc. | ||||||
| Avista Corporation | FirstEnergy Corp. | Portland General Electric Company | ||||||
| Black Hills Corporation | Hawaiian Electric Industries, Inc. | PPL Corporation | ||||||
| CenterPoint Energy, Inc. | IDACORP, Inc. | Public Service Enterprise Group | ||||||
| CMS Energy Corporation | MDU Resources Group Inc. | Sempra Energy | ||||||
| Consolidated Edison, Inc. | MGE Energy, Inc. | Southern Company | ||||||
| Dominion Energy Inc. | NextEra Energy, Inc. | Unitil Corporation | ||||||
| DTE Energy Company | NiSource Inc. | WEC Energy Group, Inc. | ||||||
| Duke Energy Corporation | NorthWestern Corporation | Xcel Energy, Inc. | ||||||
| Edison International | OGE Energy Corp. | |||||||
Restricted Stock Units - Performance and Service-Based
In 2022, the numberCompensation and Personnel Committee granted three types of shares earned by the closing price on the last day of the vesting term of the restricted stock units. Restrictedunits that each vest over a three-year period that runs from January 1, 2022 through December 31, 2024. These grants are allocated between performance-based restricted stock units granted in 2019that vest based on pre-established net income and diversity metrics and service-based restricted stock units that vest based on continued employment. All vested restricted stock units are paid in shares of Company stock.
Any dividend equivalents credited on restricted stock units, whether performance-based or service-based, are treated as reinvested, but are not payable to the participant untilunless the performance target or service requirement, as applicable, is met and vesting is completed.
Restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control, the outstanding awards vest at the valuetarget and are valued based on the Company’s stock price as of the datetrading day 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.
Performance Restricted Stock Units - Net Income
Performance restricted stock units based on a net income metric are intended to reward absolute long-term growth in our profitability. Vesting of the performance restricted stock units granted in 2022 is based on achieving a cumulative net income growth target over the three-year performance period as follows:
| Three-Year Cumulative Consolidated Net Income from Continuing Operations Growth | Percentage of Target Value Payout | ||||
| 7.5% | 200% | ||||
| 6.5% | 150% | ||||
| 5.5% | 100% | ||||
| 4% | 50% | ||||
| Below 4% | 0% | ||||
Vesting at target requires 5.5% compounded annual growth, which is based on the successful and timely execution of our strategic plan. The target is calculated based on achieving a cumulative consolidated net income target over the performance period, excluding certain items as permitted by the equity plan under which the performance restricted stock units were granted, 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’s audited financial statements or periodic reports. Performance restricted stock units granted in 2022 will vest at target if our cumulative consolidated net income from continuing operations over the performance period totals $2,179.6 million.
ALLIANT ENERGY | 2023 Proxy Statement | 34
COMPENSATION DISCUSSION AND ANALYSIS
Performance restricted stock units granted in 2020 (performance period ended on December 31, 2022) had a net income target calculated based on achieving a cumulative consolidated net income from continuing operations over the performance period equated to a compounded annual growth rate of 5%, excluding certain items described above as permitted by the Amended and Restated 2010 Omnibus Incentive Plan. Cumulative consolidated net income for the performance period ended December 31, 2022 was $1.959 billion, which exceeded 7% three-year compounded annual growth of consolidated net income from continuing operations. As a result, our named executive officers earned 200% of the target award for the 2020-2022 performance period. Additional information about the payout of the performance restricted stock units for the 2020-2022 performance period is provided in the 2022 Option Exercises and Stock Vested table.
Performance Restricted Stock Units - Diversity
Performance restricted stock units based on DEI metrics are intended to reward successful implementation of our diversity efforts over time. Diversity performance restricted stock units were granted for the first time in 2022. Vesting of the performance restricted stock units is based on achieving a specified level of representation of women and people of color in our workforce over the three-year performance period as follows:
| Women | People of Color | ||||||||||
| Percent of Workforce | Percentage of Target Value Payout | Percent of Workforce | Percentage of Target Value Payout | ||||||||
| 24.6% | 50% | 6.2% | 50% | ||||||||
| 25.2% | 100% | 7.1% | 100% | ||||||||
| 25.7% | 200% | 8.1% | 200% | ||||||||
Vesting at target requires growth in underrepresented populations in our workforce. Performance restricted stock units granted in 2022 will vest at target if women represent 25.2% of our workforce and people of color represent 7.1% of our workforce at the end of the performance period. Each target is equally weighted and measured independently. Performance restricted stock unit payouts are capped at 200% of the target payout.
Service-based Restricted Stock Units
Service-based restricted stock units are time-vesting awards for which forfeiture restrictions lapse in a single installment after three years, subject to continuous employment.
Additional information about the restricted stock unit payouts for the 2017-20192020-2022 vesting period is provided in the “20192022 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.
ALLIANT ENERGY | 2023 Proxy Statement | 35
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 Supplemental Retirement Plan | Generally provides retirement compensation in addition to the benefits provided by the Cash Balance Pension Plan and the 401(k) Savings Plan, which are limited by the Internal Revenue Code of 1986 | ||||
(1) See 2022 Non-qualified Deferred Compensation below for more information regarding the AEDCP.
(2) See 2022 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. From time to time, a family member or members may accompany the CEO on business trips.aircraft. For that reason,
the Compensation and Personnel Committee established guidelines for personal use of the corporate aircraft. Under those guidelines, the CEO is permitted upmay use corporate aircraft for personal travel for himself and his family subject to 40 hours of personalcertain limitations and conditions including limits on the use of corporatethe aircraft each year.for personal travel, oversight by the committee and proper imputation of income to the CEO.
Post-Termination Compensation
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 double-trigger severance benefits under certain circumstances following a change in control.
Benefits under the KEESAs are paid ifonly if: (1) a change in control occurs and (2) a lossqualifying termination of employment occurs under certain circumstances within 180 days prior to the change in control or two years after the change in control. A qualifying termination occurs if the executive officer’s employment terminates as a result of (a) termination by the Company, other than by reason of death or disability or for cause, or (b) termination by the executive officer for good reason. This “double-trigger” double-trigger
ALLIANT ENERGY | 2023 Proxy Statement | 36
COMPENSATION DISCUSSION AND ANALYSIS
mechanism ensures that only those executivesexecutive officers adversely affected by a change in control will receive benefits under the KEESA. KEESAs.
The KEESAs provide a cash termination benefit underpayment of 2.99 times for the KEESA is up toCEO, and for the other executive officers, two times the sum of (i) the executive officer’s (i) annual base salary and (ii) the greater of the officer’s target annual performanceincentive pay for the year in which the termination date occurs, oroccurs. The KEESAs also clarify that, consistent with the officer’s annual performance payterms of outstanding equity award agreements, any change in the year priorcontrol payments under outstanding equity awards will be paid pursuant to the change in control.terms of the equity plan and the agreements under which the awards were granted. We do not offer severance arrangements with executive officers that provide a multiplier equal to or greater than two.three.
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 calculatedfull 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.
We believe that the level of the benefits provided by the amended KEESAs to eachthe executive officerofficers 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’sexecutives’ reasonable concerns regarding future employment during the uncertainty of a proposed change in control transaction.
Executive Severance Plan
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 | 2023 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 • Executive performance • • 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 other named executive officers and | ||||
| 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 and market capitalization, 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 Survey information was size-adjusted using regression analysis to correspond to each officer’s scope of responsibility. 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 A defined utility peer group was used as the sole market reference point for utility-specific operating positions, such as those held by Mr. de Leon and Mr. Kouba. This peer group included: Atmos Energy Corp., Ameren Corp., Avista Corp., Black Hills Corp., CenterPoint Energy, Inc., CMS Energy Corp., Evergy, Inc., Eversource Energy, Hawaiian Electric Industries, Inc., IDACORP, Inc., MDU Resources Group, Inc., NiSource Inc., OGE Energy Corp., Pinnacle West Capital Corp., Portland General Electric Co., PPL Corp., Public Service Enterprise Group, Southwest Gas Holdings Inc., and WEC Energy Group, Inc. The | ||||
ALLIANT ENERGY | 2023 Proxy Statement | 38
COMPENSATION DISCUSSION AND ANALYSIS
Key Compensation Governance and Pay Practices
| Regular reviews of the program by the Compensation and Personnel Committee | Performance metrics that encourage achievement of both absolute growth and relative growth | ||||
| Double-trigger change in control provisions in our severance agreements and long-term equity awards | No hedging or pledging of Company stock | ||||
| Stock ownership guidelines for executive officers | Clawback policy that applies to our annual and long-term incentive pay plans | ||||
| Dividends paid on equity awards only if performance targets are met or vesting is completed | No tax gross-up provisions in our change in control agreements | ||||
| Maximum multiplier for change in control cash severance benefit no greater than 2.99 | All long-term equity awards settle in Company stock | ||||
| Strong linkage of compensation to achievement of financial, customer-focused and ESG-related goals | Limited perquisites for our executive officers | ||||
Executive Stock Ownership Requirements
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 share 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.
ALLIANT ENERGY | 2023 Proxy Statement | 39
COMPENSATION DISCUSSION AND ANALYSIS
Clawback Policy
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. Incentive compensation is also subject to clawback under applicable rules and regulations promulgated by the Securities and Exchange Commission and the national securities exchanges.
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 2019,2022, the Compensation and Personnel Committee reviewed an assessment presented by management of our general compensation policies and practices for all employees, including those in 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. 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.changes. 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. New compensation awarded in the 2018 taxable year and thereafter 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 butconsistent 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.
ALLIANT ENERGY | 2023 Proxy Statement | 40
COMPENSATION DISCUSSION AND ANALYSIS
Response to Non-Binding 20192022 Say-on-Pay Shareowner Vote
At the Company’s 20192022 Annual Meeting of Shareowners, shareowners approved the say-on-pay proposal with 96%95% 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 | 2023 Proxy Statement | 41
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, 2019,2022, for filing with the Securities and Exchange Commission.
COMPENSATION AND PERSONNEL COMMITTEE
Michael D. Garcia
Thomas F. O’Toole
Susan D. Whiting
ALLIANT ENERGY | 2023 Proxy Statement | 42
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes the compensation paid to or earned by our CEO, CFO and our next three highest paidnamed executive officers for 20192022, and, where applicable, 20182021 and 2017. We refer to such individuals2020.
| 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)(6) | Total ($) | ||||||||||||||||||||
| John O. Larsen: Board Chair and Chief Executive Officer of Alliant Energy; Board Chair of IPL and WPL | 2022 | $1,085,000 | $0 | $4,193,783 | $0 | $1,528,398 | $3,707 | $476,089 | $7,286,977 | ||||||||||||||||||||
| 2021 | $1,024,904 | $0 | $3,776,810 | $0 | $1,511,747 | $3,746,424 | $389,375 | $10,449,260 | |||||||||||||||||||||
| 2020 | $978,750 | $0 | $3,502,151 | $0 | $1,265,550 | $5,010,781 | $262,902 | $11,020,134 | |||||||||||||||||||||
| Robert J. Durian: Executive Vice President and Chief Financial Officer | 2022 | $606,539 | $0 | $1,233,679 | $0 | $570,228 | $1,934 | $168,036 | $2,580,416 | ||||||||||||||||||||
| 2021 | $565,154 | $0 | $1,027,048 | $0 | $543,459 | $38,187 | $155,887 | $2,329,735 | |||||||||||||||||||||
| 2020 | $542,154 | $0 | $1,025,288 | $0 | $477,900 | $137,320 | $150,193 | $2,332,855 | |||||||||||||||||||||
Michael S. Luhrs: Senior Vice President(7) | 2022 | $314,231 | $0 | $427,230 | $0 | $317,340 | $0 | $349,034 | $1,407,835 | ||||||||||||||||||||
| David A. de Leon: Senior Vice President and President of WPL | 2022 | $426,923 | $0 | $424,148 | $0 | $301,473 | $0 | $74,287 | $1,226,831 | ||||||||||||||||||||
| 2021 | $390,288 | $0 | $325,744 | $0 | $250,088 | $0 | $63,490 | $1,029,610 | |||||||||||||||||||||
| 2020 | $372,615 | $0 | $327,132 | $0 | $221,250 | $91,000 | $57,801 | $1,069,798 | |||||||||||||||||||||
Terry L. Kouba: Senior Vice President and President of IPL | 2022 | $426,923 | $0 | $424,148 | $0 | $301,473 | $80 | $74,189 | $1,226,813 | ||||||||||||||||||||
| 2021 | $390,288 | $0 | $325,744 | $0 | $250,088 | $141 | $65,039 | $1,031,300 | |||||||||||||||||||||
| 2020 | $374,135 | $0 | $327,132 | $0 | $221,250 | $110,170 | $59,562 | $1,092,249 | |||||||||||||||||||||
| James H. Gallegos: Former Executive Vice President, General Counsel and Corporate Secretary | 2022 | $203,423 | $0 | $863,882 | $0 | $121,616 | $282 | $160,203 | $1,349,406 | ||||||||||||||||||||
| 2021 | $555,000 | $0 | $789,331 | $0 | $461,828 | $52,472 | $270,921 | $2,129,552 | |||||||||||||||||||||
| 2020 | $543,404 | $0 | $803,491 | $0 | $414,180 | $43,550 | $257,648 | $2,062,273 | |||||||||||||||||||||
(1) The amounts shown in this Proxy Statement collectively as ourcolumn include any amounts deferred by the named executive officers.officers under the Alliant Energy Deferred Compensation Plan. See 2022 Non-qualified Deferred Compensation.
(2) The amounts in this column reflect the aggregate grant date fair value of performance shares, performance restricted stock units and restricted stock units granted pursuant to our 2020 Omnibus Incentive Plan and our Amended and Restated 2010 Omnibus Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 18, or FASB ASC Topic 718. Mr. Gallegos retired March 31, 2022. Based on the date of his retirement, he is entitled to a prorated value of 25% of the grant amounts shown for 2022.
| Name and Principal Position | Year | Salary ($)(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 | |
A discussion of the assumptions used in calculating the award values may be found in Note 13(b) to our 20192022 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 servicethree-year performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.
ALLIANT ENERGY | 2023 Proxy Statement | 43
EXECUTIVE COMPENSATION
The following represents the breakdown of the 20192022 grant date fair valuevalues 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 | $1,430,783 | $2,861,566 | |||||
| Robert J. Durian | $319,954 | $639,908 | Robert J. Durian | $420,899 | $841,798 | |||||
| James H. Gallegos | $261,321 | $522,642 | ||||||||
| Michael S. Luhrs | Michael S. Luhrs | $133,729 | $267,458 | |||||||
| David A. de Leon | $80,000 | $160,000 | David A. de Leon | $144,728 | $289,456 | |||||
| Terry L. Kouba | $80,000 | $160,000 | Terry L. Kouba | $144,728 | $289,456 | |||||
| Patricia L. Kampling | $1,224,799 | $2,449,598 | ||||||||
| James H. Gallegos | James H. Gallegos | $294,738 | $589,476 | |||||||
The following represents the breakdown of the 20192022 grant date fair value of performance restricted stock units at target and at maximum, respectively, for each named executive officer:officer for net income performance:
| Name | Grant Date Fair Value of Performance Restricted Stock Units (Target) | Grant Date Fair Value of Performance Restricted Stock Units (Maximum) | ||||||
| John O. Larsen | $1,487,804 | $2,975,608 | ||||||
| Robert J. Durian | $437,673 | $875,346 | ||||||
| Michael S. Luhrs | $158,044 | $316,088 | ||||||
| David A. de Leon | $150,496 | $300,992 | ||||||
| Terry L. Kouba | $150,496 | $300,992 | ||||||
| James H. Gallegos | $306,484 | $612,968 | ||||||
The following represents the breakdown of the 2022 grant date fair value of performance restricted stock units at target and at
maximum, respectively, for each named executive officer for diversity performance:
| Name | Grant Date Fair Value of Performance Restricted Stock Units (Target) | Grant Date Fair Value of Performance Restricted Stock Units (Maximum) | ||||||
| John O. Larsen | $212,495 | $424,990 | ||||||
| Robert J. Durian | $62,508 | $125,016 | ||||||
| Michael S. Luhrs | $22,587 | $45,174 | ||||||
| David A. de Leon | $21,459 | $42,918 | ||||||
| Terry L. Kouba | $21,459 | $42,918 | ||||||
| James H. Gallegos | $43,767 | $87,534 | ||||||
Mr. Gallegos retired on March 31, 2022. Based on the date of his retirement, he is entitled to a prorated value of 25% of the grant amounts shown above for 2022.
(3) The 2022 amounts in this column reflect cash amounts for short-term incentive pay received by the named executive officers with respect to services performed in 2022 that were paid in 2023.
(4) The 2022 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 2022 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.
ALLIANT ENERGY | 2023 Proxy Statement | 44
EXECUTIVE COMPENSATION
| 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 | Change in Pension Value | Above Market Non-qualified Deferred Compensation Earnings | Name | Change in Pension Value | Above Market Non-qualified Deferred Compensation Earnings | |||||
| John O. Larsen | $3,058,000 | $4,273 | John O. Larsen | $0 | $3,707 | |||||
| Robert J. Durian | $99,000 | $2,153 | Robert J. Durian | $0 | $1,934 | |||||
| James H. Gallegos | $41,000 | $422 | ||||||||
| Michael S. Luhrs | Michael S. Luhrs | $0 | ||||||||
| David A. de Leon | $70,000 | $0 | David A. de Leon | $0 | ||||||
| Terry L. Kouba | $96,000 | $130 | Terry L. Kouba | $0 | $80 | |||||
| Patricia L. Kampling | $231,668 | $5,681 | ||||||||
| James H. Gallegos | James H. Gallegos | $0 | $282 | |||||||
