June 21, 2017
Susan Martin: Charging Up the Legal Department at WEC Energy Group
As executive vice president, general counsel, and corporate secretary of WEC Energy Group in Milwaukee, Susan Martin leads a legal and governance services department of more than 25 professionals who are responsible for providing legal services, corporate governance services, and corporate records management for the company. According to Martin, this combination of legal and governance responsibilities is increasingly common in the general counsel role.
WEC is one of the nation's premier energy companies, serving 4.4 million electric and natural gas utility customers in Wisconsin, Illinois, Michigan, and Minnesota. The company has seven principal regulated public utilities; a major non-regulated subsidiary that designs, builds, and owns electric generating plants; and is 60 percent owner of American Transmission Company, one of the largest transmission companies in the United States. WEC Energy Group currently has approximately $29 billion in assets, a market cap of $18.5 billion, 8,000 employees, and 55,000 stockholders of record.
WEC Energy Group has achieved size and scope through acquisition, acquiring Integrys in 2015, an "all-consuming" project that Martin cites as the most significant accomplishment of her 17 years with the company. Securing regulatory approvals in all four state jurisdictions in which the company would be operating as well as federal regulatory approvals took about a year.
"It was a tremendous opportunity for a lawyer, and it was tremendously demanding," she says.
The in-house attorneys have their feet in two worlds, Martin says. They are both substantive energy experts with a deep knowledge of the industry, as well as experienced providers of legal services to their in-house clients. The small department, which is divided between Milwaukee and Chicago, extends its capabilities through the judicious use of carefully selected outside counsel. WEC has been working with one key external firm for decades, and Martin enjoys the deep mutual understanding that such a long relationship brings.
Other outside counsel are selected on the basis of specialty expertise and several other criteria difficult to quantify, including firm culture, commitment to diversity, pro bono work, and their willingness to collaborate with and learn from other firms. Martin values collegiality over competition, and says it "allows me to ensure that the firms learn how our business operates and the unique challenges of being a public utility."
She leverages alternative fee arrangements with external firms, especially the ones with which WEC has longstanding working relationships, including fixed fees for a fixed book of work or negotiated up-front fees for a specific matter. "Cost control is a core value at this company, and that carries right on over to my outside legal spend," she says. Her department is too small to warrant a dedicated legal operations position, but the two legal directors who report to Martin perform many legal operations functions.
Law is a second career for Martin. After earning her Ph.D. in English language and literature, she was an English professor and writing consultant for the first half of her working life. She taught at such small liberal arts colleges as Beloit and the University of St. Thomas. But looking for new professional challenges, she enrolled in law school at the age of 39, a career path she had originally considered before pursuing her Ph.D. "I think law school was easier for me as a mature student with a family. I was much more focused," she says. The subject matter was an easy transition: "There is so much overlap between the study of literary texts and the study of law," she says.
Working as a law clerk at the University of Wisconsin – Madison while pursuing her legal studies gave Martin her first exposure to environmental law, developing a knowledge base she continues to draw on in a highly regulated public utility. Indeed, environmental performance is one of the most pressing issues facing the company. "I am very proud of our corporate ethic to lead in improving our environmental performance rather than just to follow," she says. "It is a challenging issue that we take to heart."
Martin spent six years in private practice at Foley & Lardner before joining WEC. While at the firm, she continued her work in environmental law and began focusing on regulatory law. She advised clients on regulatory issues, including the interpretation and application of federal, state, and local environmental and health and safety laws and regulations.
Joining WEC in 2000, Martin spent the first 10 years of her career with the company serving as the first in-house environmental attorney for the company; during that period, she also became involved in securing the necessary regulatory and legal approvals to build four new electric generating facilities, and then overseeing permit and contract administration for that very large construction program. In 2007, she took on the position of corporate secretary; overseeing corporate governance for the holding company and its subsidiaries continues to be a significant part of her portfolio of responsibilities. She served as chief compliance officer from 2007 to 2016, during which time she implemented a code of business conduct and related corporate programs and policies, directed all compliance investigations, and advised senior management and the board of directors on ethics and compliance matters.
Named general counsel in 2012, she formed an enterprise risk steering committee to work with the company's audit committee. Energy utilities operate in a very complex industry of regulatory, environmental, and financial risk. "We needed to formalize a structure for reporting on risk oversight," she says. "Forming the committee increased attention to risk on an enterprise basis and allowed for a more holistic view of how risks interrelate."
In addition to environmental performance, some of the other pressing issues facing WEC Energy Group include two that are common to many industries: cybersecurity and an aging workforce. "We must strengthen our readiness to address the wide range of cybersecurity risks, and must have the foresight to attract, develop, and retain the workforce of tomorrow," she says.
Martin enjoys the in-house practice of law because "it gives me the opportunity to be part of the strategic thinking and problem-solving that goes on within the business," she says. "I have a deep identification and bond with the role of utilities in the health and welfare of their communities." She wants the legal department to give back to that community, and is working to develop an initiative in which she and her colleagues can contribute to and participate in local pro bono programs.
For in-house attorneys who aspire to be general counsels, Martin offers this advice: "Be a student of your business or industry. You must understand more than the law to see how it fits into the shape of the business. Unwavering ethics and excellent judgment are an absolute given, but general counsel must also bring a problem-solving mentality to the role."
In terms of building a career, Martin says that it's essential to recognize and seize opportunities when they arise: "Be receptive when doors open, and welcome new challenges even if they're scary," she says.