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 for the effectiveness of the Board of Directors are fully represented on the Board. In addition, the Nominating and Governance Committee strives to create a diverse Board of Directors as measured by the criteria of age, gender, ethnicity, race, tenure, skills, qualifications and experience. The following charts reflect the skills and qualifications and demographic 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.

The table below provides a summary of our boardBoard diversity as of March 31, 2022.April 4, 2023.

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 tenured directors provide deep historical perspective of our Company and our industry. Our newer directors provide fresh perspectives and benefit from the knowledge and experience of our more tenured directors. This optimal combination of experience, subject matter expertise and fresh perspectives ensures that our Board is able to provide oversight and guidance that is innovative, balanced and aligned with the Company’s purpose and strategy.

In fulfilling its responsibility to identify qualified candidates for membership on the Board of Directors, the Nominating and Governance Committee also considers, among other factors, the following attributes of candidates:

Biographies of the director nominees and continuing directors follow. The 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 March 31, 2022.April 4, 2023.

Directors will be elected by a majority of the votes cast at the meeting assuming a quorum is present. Any shares not voted at the meeting, including abstentions 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 is 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) and Wisconsin Power and Light Company (WPL). The members of our Board of Directors are identical to the members 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 19.18.

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.

Our Corporate Governance Guidelines 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). The Audit, Compensation and Personnel, and Nominating and Governance Committees must be composed only of independent directors.

The Board of Directors adopted resolutions that affirm that each of Mr. Allen, Ms. Cox, Ms. Falotico, Mr. Garcia, Ms. McAllister, Mr. Newport, Mr. Oestreich, Mr. O’Toole, Ms. Sanders, Ms. Whiting, and Ms. EvankoMr. Oestreich while shehe was a member of the Board of Directors, has no material relationship with the Company that would impair his or her independent judgment as a director and, therefore, is independent in accordance with Nasdaq rules.

Under our 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 AGAINST votes than FOR votes, the director nominee is required to offer his or her resignation to the Chair of the Board of Directors following certification of the shareowner vote. The Nominating and Governance Committee will consider such resignation and 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 communication) its decision regarding the tendered resignation within 90 days from the date of final certification of the shareowner vote. The director who has tendered a resignation pursuant to this provision will not participate in the Nominating and Governance Committee’s or the Board’s deliberations or decision with respect to the tendered resignation.

Our Board of Directors held seveneight joint (Alliant Energy, IPL and WPL) Board meetings in 2021.2022. 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. In addition, the Compensation and Personnel Committee evaluates the performance of the CEO on an annual basis.

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.

The Nominating and Governance Committee will decide whether to approve or ratify the related-person transaction based on whether the transaction is contrary to the best interests of the 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.

Our Corporate Governance Guidelines provide that the Board of Directors is responsible for overseeing and understanding our purpose, vision and mission, strategic plans, overall corporate risk profile, risk parameters,

In 2021,2022, we reached out to holders of approximately 50%55% of our outstanding shares, and held discussions with those who agreed to meet. Our outreach meetings generally included: ESG and sustainability; discussions about the composition of our Board of Directors; our strategy; our clean energy vision including impacts on our employees and communities; political giving; executive compensation matters, including setting metrics and the use of ESG metrics in incentive plans; diversity, equity and inclusion matters; and governance matters. The Lead Independent Director, 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.

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 writing to our Corporate Secretary, who will post such communication directly to our Board of Directors’ confidential web portal.

Our Bylaws and our Corporate Governance Guidelines provide that the Board of Directors is responsible for selecting a Chair of the Board of Directors and a CEO. The Board regularly reviews the leadership structure. The Board has determined that combining the roles of Board 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 Guidelines, the Chair of the Nominating and Governance Committee is designated the Lead Independent Director when the positions of Chair of the Board and CEO are held by the same person.

As the Chair 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 Guidelines provide that the Lead Independent Director will preside at regular executive sessions of the Board of Directors, without management participation, though our Corporate Governance Guidelines do not grant the Lead Independent Director any special authority over management. Our Lead Independent Director’s role also encompasses additional Board governance responsibilities.

The independent directors meet in executive session with no member of our management present at every regular meeting of the Board of Directors.

Each committee is described below. The committees of our Board of Directors, including the composition and independence of the committees, are identical to the committees of the Board of Directors of IPL and WPL. The term “joint meetings” in the following descriptions refers to meetings of the Company, IPL and WPL. Except as otherwise noted, all meetings were held jointly.

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. We pay a fee to consulting firms that assist in our search.

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 Chair 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 2021.2022.

In 2021,2022, 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 20212022 and the annual retainer that will be received for service in 2022,2023, as well as other fees for director services. Fees for 20212022 and 20222023 were based on a review of market-based compensation for non-employee directors presented by the Compensation and Personnel Committee’s independent consultant.

In 2021,2022, directors did not receive any additional compensation for attendance at Board or committee meetings. The same applies for 2022.2023.

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, 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 20212022 and 2022,2023, directors were encouraged to use 55% of their cash retainer to purchase shares of our common stock through the Shareowner Direct Plan or the Alliant Energy Deferred Compensation Plan. A non-employee director may elect to receive, or the Nominating and Governance 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 2020 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 (equivalent to $490,000$520,000 in 2021)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, 2021,2022, all of our current non-employee directors had met the target ownership level, with the exception of Mr. Garcia,Ms. Cox, who became a director in 2020,2023, and Ms. Falotico, who became a director in 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 retirement 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 only Ms. McAllister participates; this program was terminated for all directors who joined the Board after January 1, 2005. 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 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 director. In 2021,2022, 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 2021,2022, the amount of matching contributions was capped at $3,500 per year for each director.

Our purpose at Alliant Energy is to serve customers and build strong communities. Our purpose is supported by our strategy and values, and our strategy is focused on meeting the evolving expectations of customers while providing an attractive return for investors. Our purpose-driven strategy includes providing affordable energy solutions, making customer-focused investments and growing customer demand.

Our executive compensation program is guided by our purpose 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 are identical to the named executive officers of IPL and WPL except as indicated. Mr. Larsen was Board Chair, President and Chief Executive Officer of Alliant Energy and Board Chair and Chief Executive Officer of IPL and WPL until February 27, 2023. On February 27, 2023, Mr. Larsen became Board Chair and CEO of Alliant Energy and Board Chair of IPL and WPL. Mr. Luhrs joined the Company on April 11, 2022 and left the Company on March 24, 2023. Mr. Gallegos was Executive Vice President, General Counsel and Corporate Secretary of the Company until March 31, 2022.

Highlights of our 20212022 performance include the following:

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 incentive-based payouts under those programs over the past three years:

Our compensation vision is to provide compensation programs that promote 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 how it connects to individual and shareowner value.

The objectives for our executive compensation program are as follows:

These compensation practices help us achieve our program objectives:

The Compensation and Personnel Committee considers 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 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 20212022 and 20202021 calendar years, as well as the percentage change from the prior year.

Executive officers participate in the Executive Short-Term Incentive Pay (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 guided by our purpose, our values and our strategic plan. The Company goals balance financial and operational goalsobjectives to drive value for both our shareowners and customers.

The CompanyOur safety goals for 2021measure our most important value - safety. They reward reductions in injuries and our performancelost-time incidents compared to those goals are shown below.

Each performance goal is measured independently of other goals. Company performance compared to the goals was 135%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 an incentive award earned by an executive officer. For 2021 payouts,Targets for corporate safety metrics were not met, which reduced overall short-term pay awards. Management initiated a discussion with the committeeCommittee 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 to all executive officersof Mr. Larsen, Mr. Durian, Mr. de Leon and Mr. Kouba by 5% under the individual performance modifier ofmodifier. This reduction reflects a shared determination by the plan reflecting certainCommittee and management to advance safety performance issues in 2021. This hadat the effect of decreasing annual cash incentive awards below amounts payable based solely on Company performance. This adjustment reflects the importance of safety to the Company. To further reflect the Company’s commitment to safety, the 2022 EXSTIP Plan now expressly includes a safety goal among the Company’s performance goals.

Payment under the EXSTIP Plan is calculated as follows:

Each target payout percentage under the EXSTIP Plan is set by the Compensation and Personnel Committee based on survey data, experience in a position, strategic importance and individual responsibilities. Target payouts as a percentage of base salary for 20212022 are set forth below. They reflect a slight increase from 2020 for our CEO2021 due to efforts to keep total targeted compensation in line with market.market, except for Mr. Luhrs who joined the Company in April 2022.

Amounts earned in 20212022 under the EXSTIP Plan are provided in the Non-equityNon-Equity Incentive Plan Compensation column of the Summary Compensation Table.

TheIn setting 2023 compensation, the Compensation and Personnel Committee approved changesreviewed 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 performance metrics included in the 20222023 EXSTIP Plan. The committee added a safety metric weighted at 5% in recognition of the importance of safety to our operationschange aligns with utility peer plan maximums and to bring our plan in line with market. It also adjusted the diversity metrics to focus on inclusivity and belonging measures which are foundational to an inclusive culture. These metrics will also be weighted at 5%. The committee made the change to diversity metrics in the short-term plan to reward changes that will improve the culturecompetitiveness of our workforce. The committee added a diversity metricplan design which is critical due to our long-term equity awards for 2022 to reward diversity outcomes over the long-term. Both metrics are designed to reward our executives for performance on ESG-related matters.challenges of the 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 2021,2022, we granted long-term awards under our 2020 Omnibus Incentive Plan to our named executive officers in three forms: performance restricted stock units, performance shares and restricted stock units, at target. Theas shown below.

As shown above, a significant majority of the long-term equity awards granted in 2021 consisted of 35% performance restricted stock units, 35% performance shares and 30% restricted stock units, at target. Long-term equity awards granted in 2020 and 2019 were granted underto our Amended and Restated 2010 Omnibus Incentive Plan.named executive officers are performance-based, payable only if minimum threshold goals are met. All outstanding long-term equity awards are settled in equityshares of our common stock which increases equity ownership by our executives to better align executives’ and shareowners’ interests.

Performance restricted stock units reward absolute net income growth. Performance shares reward total shareowner return relative to our performance peer utility companies in the Edison Electric Institute (EEI) Stock Index. These long-term equity awardsIndex over a three-year performance period. Performance restricted stock units separately reward absolute net income growth and achievement of diversity in our workforce. Performance shares and performance restricted stock units are forfeited if threshold results are not achieved during the applicable performance period. Restricted

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.

Currently, we do not issue stock options, do not have any outstanding stock options and do not anticipate issuing stock options. Below is a summary of the 2021 long-term awards.

Performance restricted stock units based on a net income metric are intended to reward absolute long-term growth.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 athe three-year performance period as follows:

Performance restricted stock units granted in 20192020 (performance period ended on December 31, 2021)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% for a two-year period over projected 2019 consolidated net income from continuing operations,, excluding certain items described above as permitted by the Amended and Restated 2010 Omnibus Incentive Plan. AdjustedCumulative consolidated net income for the performance period ended December 31, 20212022 was $651 million,$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 2019-20212020-2022 performance period. Additional information about the payout of the performance restricted stock units for the 2019-20212020-2022 performance period is provided in the 20212022 Option Exercises and Stock Vested table.

Performance sharesrestricted stock units based on DEI metrics are intended to reward Companysuccessful implementation of our diversity efforts over time. Diversity performance relative to our peersrestricted stock units were granted for the first time in the EEI Stock Index.2022. Vesting of the performance sharesrestricted stock units is based on achieving a specified level of representation of women and people of color in our relative total shareowner returnworkforce over athe three-year performance period as follows:

Restricted stock units are intended to align management interests with shareowner interests and retain management personnel. RestrictedService-based restricted stock units are time-vesting awards for which forfeiture restrictions lapse in a single installment after three years, subject to continuous employment. Restricted stock units are paid in shares of Company stock only.

Additional information about the restricted stock unit payouts for the 2019-20212020-2022 vesting period is provided in the 20212022 Option Exercises and Stock Vested table.

We offer retirement and other benefit programs to our named executive officers that are consistent with those of our 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.

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 is, therefore, permitted to use a corporate aircraft. From time to time, a family member or members may accompany the CEO on business trips. For that reason, the Compensation and Personnel Committee established guidelines for personal use of the corporate aircraft. Under those guidelines, the CEO is permitted 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.

We currently have in effect Key Executive Employment and Severance Agreements (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 only if: (1) a change in control occurs and (2) a qualifying termination of employment occurs 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

mechanism ensures that only those executive officers adversely affected by a change in control will receive benefits under the KEESAs.

In 2021, the Compensation and Personnel Committee reviewed the KEESAs with its independent compensation consultant to assess whether the KEESAs continue to reflect current market practices in the industry for which we compete for talent. Following review of market survey data and related input from the compensation consultant, the committee approved certain changes to the KEESAs in October 2021. As amended, theThe KEESAs provide a cash termination payment of 2.99 times for the CEO, and for the other executive officers, two times the sum of the executive officer’s (i) annual base salary and (ii) target annual incentive pay for the year in which the termination occurs. The KEESAs also were amended to clarify that, consistent with the terms of outstanding equity award agreements, any

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 full 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 the executive officers 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 executives’ reasonable concerns regarding future employment during the uncertainty of a proposed change in control transaction.

Additional information about the KEESAs is provided in the 20212022 Potential Payments Upon Termination or Change in Control.Control section.

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:

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.

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:

Shares held outright, vested restricted stock units, earned performance shares, earned performance restricted stock units, 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 stock 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 who have not met their stock 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.

AllOur CEO and all of our current named executive officers who have held their current positions for five years are in compliance with the stock ownership guidelines. The named executive officers who have been in their positions for less than five years including our CEO, are on track to achieve the above ownership goals. The shares owned by our named executive officers are shown in the Ownership of Voting Securities table.

The Compensation and Personnel Committee adopted a clawback policy that applies to all cash and equity-based incentive compensation. Under the clawback policy, the committee will recoup compensation paid under the Company’s cash and equity incentive plans if it determines that such compensation was based on the achievement of financial or other results that were subsequently restated due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws, and due in whole or in part to gross negligence, intentional misconduct or fraud of a current or former executive officer. If, in the committee’s view, the incentive-based compensation would have been materially lower if it had been based on the restated results, the committee will, to the extent permitted by applicable law, seek recoupment from that executive officer of any excess incentive compensation. Incentive compensation is also subject to clawback under applicable rules and regulations promulgated by the Securities and Exchange Commission and the national securities exchanges.

We prohibit the use of any hedging or similar transactions related to our shares by our executive officers and directors. We prohibit all insiders from trading in puts, calls, options or other derivative securities related to the Company’s 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 2021,2022, 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

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 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.

The Compensation and Personnel Committee, consistent with past practice, retains the flexibility and discretion to authorize compensation that will not be deductible. This flexibility is necessary to achieve elements of the Company’s success that are in the best long-term interests of the Company and its shareowners, such as attracting and retaining talented executives and rewarding achievement of key corporate goals.

At the Company’s 20212022 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 aligned with 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.

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, 2021,2022, for filing with the Securities and Exchange Commission.

Patrick E. Allen (Chair)