The nominees were selected by the Board of Directors on the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee and the Board of Directors looks for directors to have a broad range of skills, education, experiences and qualifications that can be leveraged in order to benefit Alliant Energy and its shareowners. The members of the committee are particularly interested in maintaining a mix of skills, qualifications and experience that include the following:

The balance of tenure of our directors promotes experience and stability on our Board of Directors. The board’sBoard’s diverse composition allows for a broader understanding of the issues that can affect our business. Our more senior directors have a deep knowledge and historical perspective of our companyCompany and our industry. Our newer directors provide fresh perspectives and benefit from the knowledge and experience of our more senior directors. One director nominee has extensive knowledge in public policy and government relations which, in connection with her knowledge of our industry and long experience on our board, provide vital insights to our board. Two directors are currently serving in their first term on our board. This optimal combination of experience, subject matter expertise and fresh perspectives ensures that our boardBoard is able to provide oversight and guidance that is innovative, balanced and aligned with the company’s strategic plan.Company’s strategy. 

All directors are expected to possess personal attributes such as ethics, integrity, sound business judgment, independence, and must be able to commit sufficient time to boardBoard activities. Additional information regarding the selection process for members of the Board of Directors can be found starting on page 14.16.

Biographies of the director nominees and continuing directors follow. Included in the biographical information is a listing of the key qualifications, skills and experience of each director nominee and continuing director that led to the board’sBoard’s conclusion that the person should serve. Each nominee and continuing director’s age is as of December 31, 2016.April 1, 2019.

We are a public utility holding company whose regulated utilities are Interstate Power and Light Company (“IPL”) and Wisconsin Power and Light Company (“WPL”). The composition of our Board of Directors is identical to the composition of the Boards of Directors of IPL and WPL.

Our Corporate Governance Principles provide that at least 75% of the members of the Board of Directors must be independent directors under the New Yorkapplicable rules of The Nasdaq Stock ExchangeMarket LLC (“NYSE”Nasdaq”) corporate governance listing standards.. The Audit, Compensation and Personnel, and Nominating and Governance Committees must consist of all independent directors.

The Board of Directors also considers certain other factors in relation to an independence determination. Mr. Allen serves as an executive officer of a company that is a customer of IPL, 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 NYSE corporate governance listing standardsNasdaq 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 NYSE corporate governance listing standardsNasdaq rules and applicable SEC rules. The Board of Directors determined that the relationships did not impair the independence of Mr. Allen or Mr. O’Toole.

The Board of Directors has affirmatively determined by resolutionresolutions that each of Mr. Allen, Mr. Bennett, Ms. Dunie, Ms. Evanko, Mr. Hazel, Ms. McAllister, Mr. Newport, Mr. O’Toole, Mr. Oestreich, Ms. Sanders and Ms. Whiting has no material relationship with us that would impair his or her independent judgment as a director and, therefore, is independent in accordance with Nasdaq rules. The Board had also previously determined that all of our non-employee directors, including Mr. Bennett, who served on the NYSE corporate governance listing standards.Board during a portion of 2018, were independent under the New York Stock Exchange rules, which applied to Alliant Energy prior to December 31, 2018.

Under our Corporate Governance Principles, 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” votes than “for” votes, the director nominee is required to offer his or her resignation to the Chairman of the Board of Directors following certification of the shareowner vote. A Resignation Committee will promptly consider any resignation offers under our Director Resignation Policy and, based on all relevant factors, make a recommendation to the Board of Directors. Within 90 days following the date of the shareowners meeting at which the election occurred, the Board of Directors will make a final determination as to whether to accept the director’s resignation. The determination will be promptly disclosed and will include an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. A director who tenders his or her resignation under this provision will not be present during the deliberations or voting by the Resignation Committee or the Board of Directors regarding whether to accept the resignation offer.

Our Board of Directors held 10nine joint (Alliant Energy, IPL and WPL) boardBoard meetings in 2016.2018. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and boardBoard committees on which he or she served.served during his or or her tenure on the Board.

The Board of Directors and each boardBoard committee conduct performance evaluations annually to determine their effectiveness and suggest improvements for consideration and implementation. In addition, the Compensation and Personnel Committee evaluates the performance of the Chief Executive Officer 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 were present for our 20162018 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, nominee for director, and any member of the immediate family of such person.

The Nominating and Governance Committee’s decision whether to approve or ratify the related-person transaction is made based on whether the transaction is contrary to the best interests of our 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 boardBoard committees under SEC and NYSENasdaq rules.

Our Corporate Governance Principles provide that the Board of Directors is responsible for overseeing and understanding our vision and mission, strategic plan,strategy, overall corporate risk profile, risk parameters, and annual operating plan for monitoring whether these plans are being implemented effectively. The Board of Directors annually reviews management’s broad-basedWe utilize an enterprise risk assessment. In 2016, this assessment identified keymanagement program designed to identify, communicate and manage significant risks through discussions with senior management and other key personnel.in a structured framework. The methodology of the risk assessment identifies key themes and trends, quantifies our key risks, and develops mitigationmanagement plans and strategies. This assessment provides the platform to develop appropriate audit plans and to ensure resources are devoted to areas having the highest risk. The Audit Committee discusses our policies with respect to risk assessment and risk management, our financial risk exposures, and the steps we have taken to monitor and control such exposures. The Safety, Environmental, Policy andBoard of Directors has oversight over cybersecurity risks. The Operations Committee also reviews and assesses risk in relation to our operations. The Board of Directors relies on the Compensation and Personnel Committee to addressaddresses potential risks arising from our general compensation programs and policies for all employees. The Compensation and Personnel Committee conducted an assessment of these policies and practices in 20162018 to determine whether any such risks were reasonably likely to have a material adverse effect on the Company. These results are

described in further detail under “Compensation and Personnel Committee Risk Assessment” in the Compensation Discussion and Analysis.

The following is a description of each committee. The committees of the Board of Directors of IPL and WPL, including the composition and independence of the committees, are identical to the committees of the Company’s Board of Directors. The term “joint meetings” in the following descriptions refer to meetings of the Company, IPL and WPL. Except as otherwise noted, all meetings were held jointly.

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 to the effectiveness of the Board of Directors are fully represented on the board.Board. Each time an opening occurs on the board,Board of Directors, the committee considers these skills, qualifications and experiences, which are listed on page 1, and seeks a boardBoard candidate who supplements the skills, qualifications and experiences of current boardBoard members.

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:

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.Board. When a consulting firm is retained to assist in the search process for a director, a fee is paid to that firm. In recruiting Mr. Newport and Ms. Evanko, the Nominating and Governance Committee retained the search firm James Drury Partners 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 ChairChairman of the committee to determine whether each candidate meets the minimum membership criteria set forth in the Corporate Governance Guidelines 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.

The following table summarizes the compensation paid to, or earned by, our non-employee directors during 2016.2018. Ms. Evanko joined the Board in February 2019 and is therefore omitted from the disclosures below.

In 2016,2018, all non-employee directors, each of whom served on the Boards of Directors of the Company, IPL and WPL, received an annual retainer for service on all boards,Boards, payable quarterly in advance. The following table describes the annual retainer received for service in 20162018 and the annual retainer that will be received for service in 2017,2019, as well as other fees for director services. Fees for 20162018 and 20172019 were based on a review of market-based compensation for non-employee directors presented by the Compensation and Personnel Committee’s independent consultant.

In 2016,2018, directors did not receive any additional compensation for attendance at boardBoard or committee meetings. The same will apply for 2017.2019.

Pursuant to our directors’ expense reimbursement policy, we reimburse all directors for travel and other necessary business expenses incurred in the performance of their responsibilities for us. Committees are provided the opportunity to retain outside independent advisors, as needed. We also extend coverage to directors under our Directors’ and Officers’ Indemnity Insurance Policies.

For fees paid in 2016,2018, each director was encouraged to voluntarily elect to use a portion of his or her cash retainer to purchase shares of our common stock pursuant to our Shareowner Direct Plan, or to defer such amount through the Company Stock Account in the Alliant Energy Deferred Compensation Plan. The same applies to 20172019 compensation. A non-employee director may elect to receive, or the Compensation and Personnel 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 2010 Omnibus Incentive Plan.

Directors are required to be shareowners. The target share ownership level for non-managementnon-employee directors is the number of shares equal to the value of two times the full annual retainer. Directors have five years after joining the Board of Directors to attain the ownership guideline. Shares held by directors in the Shareowner Direct Plan and the Alliant Energy Deferred Compensation Plan are included in the target goal. As of December 31, 2016,2018, all non-managementnon-employee directors had met the target ownership level, with the exception of Ms. Dunie and Mr. O’TooleNewport who became directorsa director in 2015.2018. Ms. Evanko became a director in 2019. 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 made available by our Investment Committee and 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 disability 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 Directors’ Charitable Award Program in which certain of our directors participate. The Board of Directors has terminated this program for all directors who joined the boardBoard after January 1, 2005. The participantsMr. Bennett, who retired effective March 9, 2018, and Ms. McAllister participate in this program currently are Mr. Bennett and Ms. McAllister.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 we fund the donations through life insurance policies on the directors. 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. The program, over its life, will not result in any material cost to us. The costIn 2018, none of the program to us for the individual directors participating in 2016 is included in the “2016 Director Compensation” table above.received 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 2016,2018, the amount of matching contributions was capped at $10,000$2,500 per year for each director.

Alliant Energy’s mission is to deliver energy solutions and exceptional service that our customers and communities can count on - safely, efficiently and responsibly. Our strategic plan focusesmission is supported by a strategy focused on creating customer growth and value across IPL’s and WPL’s service territories. Customers havemeeting the evolving expectations and access to increasingly competitive alternativesof customers while providing an attractive return for energy. As a result,investors. The strategy includes three key elements: providing customizedaffordable energy solutions while aggressively managingto customers, making customer-focused investments and growing customer prices remains at the center of our strategic plan. Successful implementation of our strategic plan will result in increased earnings for us while limiting cost increases for our customers. The strategic plan is built upon two key elements: Growth and Optimization.demand.

Our executive compensation program is designed to promote our strategic plan.strategy. It does so by providing market-based pay and rewarding achievement of our strategic plan.strategy. The principles and components of our compensation program are regularly reviewed by our Compensation and Personnel Committee, our Chief Executive OfficerCEO and the independent compensation consultant to ensure that they meet the objectives of the program.

Officers currently hold the positions at each of Alliant Energy, IPL and WPL except as indicated. In 2018, Ms. Kampling was also Chief Executive Officer of IPL and WPL, Mr. HansonLarsen was President of Alliant Energy and WPL and Senior Vice President of IPL, and Chief Financial Officer until December 1, 2016, when Mr. Durian becamewas Senior Vice President, Chief Financial Officer and Treasurer. Mr. Hanson was Senior Vice President until December 31, 2016.

Highlights of our 20162018 performance include the following:

Our performance pay programs are designed to reflect companyCompany performance. The following table shows the relationship between financial performance goals and executive incentiveperformance-based payouts over the past three years:

Our compensation vision is to provide compensation programs that drive the achievement of our 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 established the followingbelieve that everyone should clearly understand their compensation and connection between individual and shareowner value.

The objectives for theour executive compensation program:program are as follows:

In order toThese compensation practices help us achieve these objectives, we follow these compensation practices:our program objectives:

The Compensation and Personnel Committee reconsiders these objectives and practices in its regular reviews of the executive compensation program.

Our components of executive compensation are:

The Compensation and Personnel Committee annually reviews and adjusts salaries based on changes in the market, responsibilities and performance against job expectations, strategic importance, and experience and tenure. The Company is not contractually bound by employment or other agreements to pay particular levels of base salary to our executive officers, thereby affording flexibility in those determinations.

The following table sets forth the base salaries of each named executive officer as of the end of the 20162018 and if applicable, 20152017 calendar years, as well as the percentage change from the prior year.

All base salary increases shown above reflect efforts to bring total targeted compensation in line with market. Mr. DurianLarsen was promoted to the position of President, and Mr. Reschke were promoted in 2016 and became named executive officers as a result. Their 2016 annual base salaries shown above reflect their salaries upon their promotions.his salary increase reflects his new position.

Executive officers participate in the Executive Performance Pay (“EXPP”) Plan. The EXPP Plan is our annual performance pay 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 adopted the EXPP Plan in 2016 as the successor to the Management Performance Pay Plan. The committee sets companyCompany and individual goals based on our strategic plan.

The companyCompany goals for 2016,2018, and our performance compared to those goals are shown below.

Company goals balance financial goals and operational goals to drive value for both our shareowners and customers.

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 performance award earned by an executive officer. For 2016,2018, the committee did not modify the awards of any named executive officer based on individual performance, and all payouts to the named executive officers for 20162018 were calculated based on achievement of the Company goals shown above.

Payment under the EXPP Plan is calculated as follows:

The EXPP Plan provides for the clawback of annual performance payments in the event that fraud, intentional misconduct or gross negligence leads to a restatement 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. This policy will be refined as appropriate following the release of final regulations by the SEC governing clawback policies.

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 2016,2018, we granted long-term awards under our Amended and Restated 2010 Omnibus Incentive Plan to named executive officers in three forms: performance restricted stock units, performance shares and restricted stock units. The long-term equity awards in 20162018 consisted of 35% performance restricted stock units, 35% performance shares and 30% restricted stock units, at target.

Performance restricted stock units reward absolute net income growth. Performance shares reward total shareowner return relative to our peer utility companies. These long-term equity awards are forfeited if threshold results are not achieved during the applicable performance period. Restricted stock units vest based on continued service and enhance retention of management personnel and align our executive officers’ long-term financial interests to the long-term financial interests of our shareowners. These long-term equity awards are forfeited if the executive officer voluntarily leaves the companyCompany or is terminated for cause during the time-vesting period. We do not issue stock options and no longer have any outstanding stock options. Below is a summary of certain terms of the 20162018 long-term awards.

Target long-term equity values for 20162018 are set forth below and are materially unchanged from 2015.2017, except for Mr. Larsen whose 2018 target was increased as a result of his promotion to the position of President and Mr. Kopp, whose 2018 target was increased to bring his total targeted compensation closer in line with market.

The Compensation and Personnel Committee considers survey data, tenure in a position, strategic importance, individual responsibilities and the competitiveness of the total compensation package when setting the long-term performance pay target. The dollar value of the long-term equity awards are determined prior to the grant date, and we grant the number of shares necessary to approximate that dollar value based on the fair market value of our share price on the grant date.

Performance restricted stock units are intended to reward absolute long-term growth. Vesting of the performance restricted stock units is based on achieving compounded annual returnnet income growth over a three-year performance period as follows:

Vesting at target requires 5% compounded annual growth, which is based on the successful and timely execution of our strategic plan. The target is calculated based on achieving a compounded annual growth rate of 5% for a two-year period over projected 20162018 consolidated net income from continuing operations, excluding certain items as permitted by the Amended and Restated 2010 Omnibus Incentive Plan, such as charges for reorganizing and restructuring, discontinued operations, asset write-downs, gains or losses on the disposition of an asset or business, mergers, acquisitions or dispositions and unusual or non-recurring items of gain or loss, in each case, as identified in the Company's audited financial statements or periodic reports. Performance restricted stock units granted in 20162018 will vest at target if our consolidated net income from continuing operations is $469.9 million.$541.3 million as of the end of the three-year performance period. Performance restricted stock unit payouts are capped at 200% of the target payout. Performance restricted stock units are paid in companyCompany stock.

Any dividends earneddividend equivalents credited on performance restricted stock units are treated as reinvested, but are not payable to the participant until the performance target is met and vesting is completed.

Performance restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control and a qualifying termination event, the awards vest at target and are paid at the end of the three-year performance period.

PerformanceAdjusted net income for the period ended December 31, 2018 was $493.6 million, which exceeded 7% three-year compounded annual growth for the performance period for the 2016 performance restricted stock units were granted in 2016 in place of performance-contingent restricted stock awards that were previously granted.

Performance shares are intended to reward company performance relative to our peers. Vesting of the performance shares is based on our relative total shareowner return over a three-year performance period as follows:

The total shareowner return calculation represents the cumulative return for the three-year performance period reflecting price appreciation and reinvested dividend payments. Performance shares pay at target if our relative total shareowner return over three years is equal to the median performance of a specific peer group selected by the Compensation and Personnel Committee. The committee selected the Edison Electric Institute (“EEI”) Stock Index as the peer group for the 20162018 grants of performance shares as in previous years. We believe the comparison to the EEI Stock Index appropriately assesses our performance relative to other publicly traded utilities. Performance share payouts are capped at 200% of the target payout.

Performance shares are paid in shares of our common stock, cash or a combination of our common stock and cash, at the executives’ discretion.election. If the named executive officer chooses to take the payment in cash, the amount of the payout is determined by multiplying the number of shares earned by the stock value on a date chosen by the Compensation and Personnel Committee. The committee chooses this date in advance of issuing shares under the program, and it is typically athe date immediately prior to payment.

Any dividends earneddividend equivalents credited on performance shares are treated as reinvested, but are not payable to the participant until the performance target is met and vesting is completed.

Performance shares have double-trigger acceleration upon a change in control. Upon a change in control and a qualifying termination event, the awards vest at the performance level based on the Company’s performance as of the date immediately preceding the change in control date and are paid at the end of the three-year performance period.

The total shareowner return for the 20142016 performance share grant (performance period ended on December 31, 2016),2018) ranked at the 69th67th percentile relative to the peer group. As a result, our named executive officers earned 147.5%142.5% of the target award for the 2014-20162016-2018 performance period. Additional information about the performance share payouts for the 2014-20162016-2018 performance period is provided in the “2016“2018 Option Exercises and Stock Vested” table.

Restricted stock units are intended to align management interests with shareowner interests and retain management personnel. Restricted stock units are time-vesting awards for which restrictions lift after three years, subject to continuous employment. Restricted stock units are paid in shares of our common stock, cash or a combination of our common stock and cash, at the executives’ discretion.election. If the named executive officer chooses to take the payment in cash, the amount of the payout is determined by multiplying the number of shares earned by the stock valueclosing price on the last day of the vesting term of the restricted stock units.

Any dividends earneddividend equivalents credited on restricted stock units are treated as reinvested, but are not payable to the participant until vesting is completed.

Restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control, the awards vest at the value based on the Company’s stock price as of the date immediately preceding the change in control date. The awards are paid at the end of the three-year vesting period provided the executive is still employed by the Company or had a qualifiedqualifying termination event.

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 Ms. Kampling’s job duties require significant travel and she is, therefore, permitted to use a corporate aircraft in some instances. From time to time, a family member or members may accompany Ms. Kampling on business trips. For that reason, the Compensation and Personnel Committee established guidelines for personal use of the corporate aircraft. Under those guidelines, Ms. Kampling is permitted up to 40 hours of personal use of corporate aircraft each year.

We currently have in effect Key Executive Employment and Severance Agreements (“KEESAs”) with our executive officers, including our named executive officers, and certain of our key employees, which provide for severance benefits under certain circumstances following a change in control. Benefits under the KEESAs are paid if (1) a change in control occurs and (2) a loss of employment occurs under certain circumstances within 180 days prior to the change in control or a designated period after the change in control (three years for Ms. Kampling and two years for Mr. Larsen, Mr. Durian, Mr. Gallegos Mr. Larsen and Mr. Reschke)Kopp). This “double-trigger” mechanism ensures that only those executives adversely affected by a change in control will receive benefits under the KEESA. The cash termination benefit under the KEESA is up to three times under the agreement with Ms. Kampling executed in 2010, and up to two times under the agreements with

officer’s target annual performance pay for the year in which the termination date occurs, or the officer’s annual performance pay in the year prior to the change in control. We will not enter into future severance arrangements with executive officers that provide a multiplier of three or higher, though we continue to honor our legacy contractual commitment with Ms. Kampling. The Compensation and Personnel Committee reserves the right to reconsider this position in its sole discretion provided that it determines such action would be in the best interest of the Company.

We believe that the level of the benefits provided by the KEESAs to each executive officer reflects the appropriate amount of compensation necessary for our executive officers to consider our shareowners’ interests without potential influence of their personal interests. We believe the security afforded by the KEESAs will help the executives to remain focused on business continuity and reduce the distraction of the executive’s reasonable concerns regarding future employment during the uncertainty of a proposed change in control transaction.

We also maintain a generalthe executive officer severance benefit plan, for executive officers, which compensates an executive officer in the event that an officer’shis 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. We recognize that circumstances may arise in which we may consider eliminating certain key positions. The plan provides for:

Eligibility for benefits under this plan is conditioned upon an executive’sexecutive 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.

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. In 2018, we increased the executive stock ownership requirements to better align with market practices. The stock ownership guidelines are:

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 of (i) January 3, 2011,2, 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 Alliant Energy Deferred Compensation PlanAEDCP and shares held in the Alliant Energy Corporation 401(k) Savings Plan count toward the share ownership guidelines. Unvested restricted stock, unvested restricted stock units, unearnedrequirement. 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-contingentperformance restricted sharesstock units until the share ownership guideline is met. Executives who have not yet met their share 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. Our Chief Executive OfficerCEO retains the right to grant special dispensation for hardship, promotions or new hires.

All of our current named executive officers who have held their current positions for five years are in compliance with the share ownership guidelines. The named executive officers who have been in their positions for less than five years are on track to achieve the above ownership goals. The shares owned by our named executive officers are shown in the “Ownership of Voting Securities” table.

We prohibit the use of any hedging or similar transactions related to our shares by our executive officers and directors. We also prohibit the pledging of shares by executive officers and directors.

One factor that the Compensation and Personnel Committee reviews and considers when determining the compensation of executive officers is the deductibility of executive compensation under Section 162(m) of the tax code.code as amended by the Tax Cuts and Jobs Act. Section 162(m) of the tax code limits the tax deductibility of compensation paid to our Chief Executive OfficerCEO and ourcertain other three most highly compensated executive officers (other than the Chief Financial Officer) to $1 million per person in any taxable year. However, if certain conditions are met,For 2017 and prior taxable years, compensation that qualifies as “performance-based” under Section 162(m) is excluded for purposes of calculating the amount of compensation subject to the $1 million limit. Effective for taxable years beginning after December 31, 2017, the exception from Section 162(m)’s deduction limit for “performance-based” compensation has been repealed, unless the compensation qualifies for transition relief available for certain written binding arrangements in effect as of November 2, 2017 and not materially modified thereafter.

The Compensation and Personnel Committee may structure certain compensation programs in a manner intended to allow compensation to be fully deductible under Section 162(m) of the tax code. However, the Compensation and Personnel Committee retains the flexibility and discretion to grantstructure compensation awards, whether orprograms and authorize compensation that may not deductible.be deductible, including as a result of the changes made to Section 162(m) of the tax code, as described above. This flexibility is necessary for elements of the Company’s success, such as attracting and retaining talented executives and rewarding achievement of key corporate goals. Our shareowner-approved Amended and Restated 2010 Omnibus Incentive Plan is designedIn addition, due to provideuncertainties surrounding the Compensation and Personnel Committee with the flexibility to grant cash-based and share-based awards to executive officers in a manner that is intended to qualify such awards as “performance-based” compensation underapplication of Section 162(m) of the tax code.code, including under the transition relief, no assurance can be given that compensation intended to satisfy the “performance-based” compensation requirements of Section 162(m) will in fact so qualify.

At the Company’s 20162018 Annual Meeting of Shareowners, shareowners approved the say-on-pay proposal with 94% 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-aligned with shareowners. 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 Chief Executive Officer’sCEO’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.

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, 2016,2018, for filing with the Securities and Exchange Commission.

Carol P. SandersSusan D. Whiting (Chairman)

The table below summarizes the compensation paid to or earned by our chief executive officer, chief financial officer,Chief Executive Officer, Chief Financial Officer, and our next three highest paid executive officers, for 20162018 and, where applicable, 20152017 and 2014.2016. We refer to such individuals in this Proxy Statement collectively as our named executive officers.