In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the following disclosure is provided regarding “compensation actually paid” for (i) ALLETE's CEO ("PEO") and (ii) ALLETE's NEOs other than the PEO on an average basis, as well as certain Company performance measures for the past four fiscal years.

Refer to our CD&A starting on page 34 for a complete description of how executive compensation relates to Company performance and how the ECHC Committee makes its compensation decisions.


(a)	(b1)	(b2)	(c1)	(c2)	(d)	(e)	(f)	(g)	(h)	(i)
							Value of Initial Fixed $100 Investment Based on:
	Summary Compensation Table Total for PEO1 (Ms. Owen)	Summary Compensation Table Total for PEO2 (Mr. Hodnik)	Compensation Actually Paid to PEO1,3 (Ms. Owen)	Compensation Actually Paid to PEO 2,3 (Mr. Hodnik)	Average Summary Compensation Table Total for Non-PEO NEOs4	Average Compensation Actually paid Non-PEO NEOs5			Net Income (millions)	EPS
							TSR	Peer Company TSR6
2023	$3,574,742	—	$3,889,182	—	$1,165,708	$1,243,133	$89	$98	$247	$4.30
2022	$2,338,422	—	$2,466,968	—	$805,560	$741,696	$90	$111	$189	$3.38
2021	$2,578,539	—	$2,174,091	—	$924,190	$853,982	$88	$114	$169	$3.23
2020	$1,985,344	$3,312,220	$1,481,717	$1,328,953	$949,548	$685,329	$80	$99	$165	$3.18

1 Ms. Owen was elected CEO effective February 3, 2020 and has served as CEO since that date.

2 Mr. Hodnik served as CEO during the period January 1, 2020 to February 2, 2020. Mr. Hodnik served as Executive Chairman during the period February 3, 2020 to December 31, 2020. Consistent with SEC rules, we have included
Mr. Hodnik's total 2020 compensation in the columns (b2) and (c2).

3 The dollar amounts shown in the table above do not reflect the actual amount of compensation earned by or paid to Ms. Owen or Mr. Hodnik, as applicable, during the applicable year. To calculate the amounts shown in the "Compensation Actually Paid to PEO" columns (c1) and (c2), amounts were deducted from and added to, as applicable, the amount in the corresponding "Summary Compensation Table Total Compensation for PEO" columns (b1) and (b2) as shown in the following table:


	2023	2022	2021	2020
	PEO (Ms. Owen)	PEO (Ms. Owen)	PEO (Ms. Owen)	PEO (Ms. Owen)	PEO (Mr. Hodnik)
Total Compensation from Summary Compensation Table	$3,574,742	$2,338,422	$2,578,539	$1,985,344	$3,312,220
Adjustments for Pension
Amounts Reported in "Change in Pension Value" Column of Summary Compensation Table	(75,329)	—	$(385,368)	$(307,375)	$(1,766,933)
Current Year Service Cost	—	—	—	—	—
Prior Service Cost Impacting Current Year	—	—	—	—	—
Adjustments for Equity Awards(a)
Amounts Reported in "Stock Awards" Column of the Summary Compensation Table	$(963,802)	$(797,313)	$(757,908)	$(596,185)	$(414,543)
Year-end Fair Value of Unvested Awards Granted in the Current Year	$1,031,423	$839,445	$753,194	$425,474	$317,983
Year-Over-Year Difference of Year-End Fair Values for Unvested Awards Granted in Prior Years	$392,710	$(49,272)	$(18,216)	$(33,165)	$(159,667)
Fair Values at Vesting Date for Awards Granted and Vested in Current Year	—	—	—	—	—
Difference in Fair Values Between Prior Year-End Fair Values and Vesting Date Fair Values for Awards Granted in Prior Years	$(70,562)	$135,686	$3,850	$7,624	$39,893
Forfeitures During Current Year Equal to Prior Year-End Fair Value	—	—	—	—	—
Dividends or Dividend Equivalents Not Otherwise Included in the Total Compensation	—	—	—	—	—
Compensation Actually Paid (as calculated)	$3,889,182	$2,466,968	$2,174,091	$1,481,717	$1,328,953
(a) Equity valuation assumptions for calculating "compensation actually paid" are not materially different from grant date valuation assumptions.

4 Non-PEO NEOs include the following individuals for each year as shown below:

2023: Mr. Morris, Ms. Thickens, Ms. Johnson, and Mr. Skelton.

2022: Mr. Morris, Ms. Thickens, Ms. Johnson, Mr. Cutshall, and Robert J. Adams, retired Senior Vice President
and former CFO.

2021: Mr. Adams, Ms. Johnson, Mr. Morris, and Ms. Thickens.

2020: Mr. Adams, Ms. Johnson, Mr. Morris, and Ms. Thickens.

5 The dollar amounts shown in the table above do not reflect the actual amount of compensation earned by or paid to Ms. Owen or Mr. Hodnik, as applicable, during the applicable year. To calculate the amounts shown in the "Average Compensation Actually Paid to Non-PEO NEOs" column (e), amounts were deducted from and added to (as applicable) the amount shown in the "Average Summary Compensation Table Total Compensation for Non-PEO NEOs" column (d) as shown in the following table:


	2023	2022	2021	2020
	Average Non-PEO NEOs	Average Non-PEO NEOs	Average Non-PEO NEOs	Average Non-PEO NEOs
Total Compensation from Summary Compensation Table	$1,165,708	$805,560	$924,190	$949,548
Adjustments for Pension
Amounts Reported in "Change in Pension Value" Column of Summary Compensation Table	(13,083)	—	$(65,409)	$(187,761)
Current Year Service Cost	—	—	—	—
Prior Service Cost Impacting Current Year	—	—	—	—
Adjustments for Equity Awards(a)
Amounts Reported in "Stock Awards" Column of Summary Compensation Table	$(241,002)	$(229,859)	$(243,621)	$(217,331)
Year-end Fair Value of Unvested Awards Granted in the Current Year	$257,892	$180,751	$242,101	$155,102
Year-Over-Year Difference of Year-End Fair Values for Unvested Awards Granted in Prior Years	$90,343	$(38,376)	$(5,467)	$(18,071)
Fair Values at Vesting Date for Awards Granted and Vested in Current Year	—	$2,625	—	—
Difference in Fair Values Between Prior Year-End Fair Values and Vesting Date Fair Values for Awards Granted in Prior Years	$(16,725)	$20,995	$2,188	$3,842
Forfeitures During Current Year Equal to Prior Year-End Fair Value	—	—	—	—
Dividends or Dividend Equivalents Not Otherwise Included in the Total Compensation	—	—	—	—
Compensation Actually Paid (as calculated)	$1,243,133	$741,696	$853,982	$685,329
(a) Equity valuation assumptions for calculating "compensation actually paid" are not materially different from grant date valuation assumptions.

6 The peer group is comprised of the companies in the Philadelphia Utility Index.

Peer Group Issuers, Footnote

The peer group is comprised of the companies in the Philadelphia Utility Index.

Non-PEO NEO Average Total Compensation Amount

$ 1,165,708

$ 805,560

$ 924,190

$ 949,548

Adjustment to Non-PEO NEO Compensation Footnote


	2023	2022	2021	2020
	Average Non-PEO NEOs	Average Non-PEO NEOs	Average Non-PEO NEOs	Average Non-PEO NEOs
Total Compensation from Summary Compensation Table	$1,165,708	$805,560	$924,190	$949,548
Adjustments for Pension
Amounts Reported in "Change in Pension Value" Column of Summary Compensation Table	(13,083)	—	$(65,409)	$(187,761)
Current Year Service Cost	—	—	—	—
Prior Service Cost Impacting Current Year	—	—	—	—
Adjustments for Equity Awards(a)
Amounts Reported in "Stock Awards" Column of Summary Compensation Table	$(241,002)	$(229,859)	$(243,621)	$(217,331)
Year-end Fair Value of Unvested Awards Granted in the Current Year	$257,892	$180,751	$242,101	$155,102
Year-Over-Year Difference of Year-End Fair Values for Unvested Awards Granted in Prior Years	$90,343	$(38,376)	$(5,467)	$(18,071)
Fair Values at Vesting Date for Awards Granted and Vested in Current Year	—	$2,625	—	—
Difference in Fair Values Between Prior Year-End Fair Values and Vesting Date Fair Values for Awards Granted in Prior Years	$(16,725)	$20,995	$2,188	$3,842
Forfeitures During Current Year Equal to Prior Year-End Fair Value	—	—	—	—
Dividends or Dividend Equivalents Not Otherwise Included in the Total Compensation	—	—	—	—
Compensation Actually Paid (as calculated)	$1,243,133	$741,696	$853,982	$685,329
(a) Equity valuation assumptions for calculating "compensation actually paid" are not materially different from grant date valuation assumptions.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

Tabular List, Table

In our assessment, the most important financial performance measures used to link compensation actually paid to our NEOs in 2023, as calculated in accordance with the SEC rules, to our performance were, in unranked order:

•TSR

•Net Income

•EPS CAGR

•Cash from Operating Activities

Peer Group Total Shareholder Return Amount

98

111

114

99

Company Selected Measure Amount | $ / shares

4.30

3.38

3.23

3.18