NISOURCE INC.
For the period ended May 12, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed Mar 31, 2025
Contents
PROXY STATEMENT SUMMARY
This summary highlights information that may be expanded upon elsewhere in this proxy statement (“Proxy Statement”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. The accompanying proxy is solicited on behalf of the Board of Directors of NiSource Inc. (the “Board”) for the 2025 annual meeting of stockholders (the “Annual Meeting”).
2025 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | 10:30 a.m. Central Time on Monday, May 12, 2025 |
| Website: | www.virtualshareholdermeeting.com/NI2025 |
| Record Date: | March 17, 2025 |
| Shares of Common Stock Outstanding on Record Date: | 470,605,438 |
| Voting: | Each share is entitled to one vote for each director to be elected and on each matter to be voted upon at the Annual Meeting. |
This Proxy Statement and the accompanying proxy card are first being sent to stockholders on March 31, 2025.
WHO WE ARE
NiSource is one of the largest fully regulated utility companies in the United States, serving approximately 3.8 million natural gas and electric customers across six states, Indiana, Ohio, Pennsylvania, Maryland, Virginia and Kentucky, through our local Columbia Gas and NIPSCO brands. We are based in Merrillville, Indiana, and have approximately 7,700 employees focused on safely delivering reliable and affordable energy to our customers and the communities we serve. We have a vision to be a premier, innovative and trusted energy partner and we exist to deliver safe, reliable energy that drives value to our customers.
VOTING MATTERS AND BOARD RECOMMENDATIONS
| Item · Board Recommendations · Page Reference | |||
|---|---|---|---|
| Proposal 1 | To elect twelve directors named in this Proxy Statement. | For All Nominees | 8 |
| Proposal 2 | To approve the compensation of our named executive officers (the “Named Executive Officers” or “NEOs”) on an advisory basis. | For | 68 |
| Proposal 3 | To ratify Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2025. | For | 69 |
| Proposal 4 | To consider a stockholder proposal requesting to support special shareholder meeting improvement. | Against | 70 |
BOARD OF DIRECTORS NOMINEES
| Director Nominees (12) · Board Committees | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Age | Director Since | Position | Audit | C&HC | Finance | SORP | N&G | Executive |
| Peter A. Altabef | 65 | 2017 | Chair & CEO, Unisys Corporation** | ✔ | ✔ | ||||
| Sondra L. Barbour | 62 | 2022 | Retired EVP, Lockheed Martin Corporation | ✔ | ✔ | ||||
| Theodore H. Bunting Jr. | 66 | 2018 | Retired Group President, Entergy Corporation | ✔* | ✔ | ✔ | |||
| Eric L. Butler | 64 | 2017 | President and CEO, Aswani- Butler Investment Associates | ✔ | ✔* | ✔ | |||
| Deborah A. Henretta | 63 | 2015 | Partner, Council Advisors; Retired Group President, Procter & Gamble Co. | ✔ | ✔* | ✔ | |||
| Deborah A. P. Hersman | 54 | 2019 | Retired Chair, National Transportation Safety Board | ✔ | ✔ | ||||
| Michael E. Jesanis | 68 | 2008 | Retired President & CEO, National Grid USA | ✔* | ✔ | ✔ | |||
| William D. Johnson | 71 | 2022 | Retired President & CEO, Pacific Gas & Electric Corporation | ✔* | ✔ | ✔ | |||
| Kevin T. Kabat | 68 | 2015 | Chair of the Board, NiSource Inc. | ✔ | ✔* | ||||
| Cassandra S. Lee | 56 | 2022 | Chief Financial Officer, Mobility and Consumer Wireline Segments, AT&T Inc. | ✔ | ✔ | ||||
| John McAvoy | 64 | 2024 | Retired Chair, President & CEO, Consolidated Edison, Inc. and Retired Chair & CEO of Consolidated Edison of New York, Inc. | ✔ | ✔ | ||||
| Lloyd M. Yates | 64 | 2020 | President & CEO, NiSource Inc. | ||||||
*Chair of Committee
**Effective April 1, 2025, Mr. Altabef will cease being the CEO, but will remain the Chair
See “Proposal 1 – Election of Directors” for more information on our director nominees.
2 | 2025 Proxy Statement
GOVERNANCE HIGHLIGHTS
| ✔ | Annual election of directors |
| ✔ | Majority voting for all directors with resignation policy |
| ✔ | No supermajority voting provisions |
| ✔ | No stockholder rights plan (“poison pill”) |
| ✔ | Proxy access by-law (3% ownership / 3 years duration / up to 20 stockholders / 20% of board) |
| ✔ | Stockholder right to call special meetings |
| ✔ | Separate chair and CEO |
| ✔ | All directors independent, except CEO |
| ✔ | Board committees comprised of all independent directors |
| ✔ | Regular executive sessions of independent directors |
| ✔ | Annual Board and committee evaluation process and ongoing evaluations of individual directors |
| ✔ | Strategic and risk oversight by Board and committees |
| ✔ | Annual “Say-on-Pay” advisory votes |
| ✔ | Strong alignment between pay and performance in incentive plans |
| ✔ | Commitment to safety and customer experience |
| ✔ | Political contributions disclosure |
| ✔ | Enhanced independent registered public accounting firm disclosure |
| ✔ | Publication of ESG report |
See “Corporate Governance” for more information on our corporate governance practices.
EXECUTIVE COMPENSATION HIGHLIGHTS
We have designed our executive compensation program to meet our business objectives, including attracting and retaining top-level executive talent, using various compensation elements and to align executive pay with the long-term and short-term interests of our shareholders. We received more than 96% shareholder support for our Say-on-Pay vote in 2024. We recognize and reward our executive officers through compensation arrangements that link their pay to the Company’s performance, and we ensure an alignment of interests with our shareholders, by including a significant portion of total compensation consisting of at-risk performance-based compensation.
| We DO Have This Practice | We Do NOT Have This Practice | ||
| ✔ | Significant portion of executive compensation is variable and entirely contingent on performance against pre-established Company and individual performance goals | ✘ | Repricing of options without stockholder approval |
| ✔ | Incentive award metrics that are tied to key company performance measures | ✘ | Hedging or pledging transactions or short sales by executive officers or directors |
| ✔ | One-year minimum vesting for equity awards | ✘ | Tax gross ups for Named Executive Officers |
| ✔ | Double-trigger severance benefits upon a change-in-control | ✘ | Automatic single-trigger equity vesting upon a change-in-control |
| ✔ | Limited perquisites | ✘ | Excise tax gross-ups under change-in-control agreements |
| ✔ | Share ownership guidelines applicable to executive officers and independent directors | ✘ | Excessive pension benefits or defined benefit supplemental executive retirement plan |
| ✔ | Compensation recoupment policies | ✘ | Excessive use of non-performance-based compensation |
| ✔ | Annual Say-on-Pay vote by stockholders | ✘ | Excessive severance benefits |
| ✔ | Independent compensation consultant | ||
See “Compensation Discussion and Analysis (CD&A)” and “Components of 2024 Executive Compensation” for more information on our executive compensation program.
ECONOMIC, ENVIRONMENTAL AND SOCIAL HIGHLIGHTS
We are focused on helping ensure the work we do satisfies long-term energy needs in a way that balances the interests of our stakeholders. Guiding principles that shape and inform how we make many of our decisions include, but are not limited to:
| - | Requiring that people must be at the center of any effort aimed at shifting to a cleaner, more sustainable energy model. |
|---|
| - | Recognizing the decisions we make have a lasting and meaningful effect on its customers, employees, the communities we serve, our shareholders, and other stakeholders. |
|---|
| - | Having a balanced, holistic approach in identifying solutions that allow us to remain flexible and adaptable for future policy changes, advancements in technology, and changing market conditions. |
|---|
We announced a goal of net-zero greenhouse gas emissions by 2040 covering both Scope 1 and Scope 2 emissions (“Net-Zero Goal”). Our Net-Zero Goal builds on greenhouse gas emission reductions achieved to-date and demonstrates that continued execution of our long-term business plan will drive further greenhouse gas emission reductions. We plan to achieve our Net-Zero Goal primarily through continuation and enhancement of existing programs, such as the retirement of coal-fired electric generation with low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection technologies. In addition, we plan to advance other low- or zero-emission energy resources and technologies, which may include hydrogen, renewable natural gas, long-duration storage, and/or deployment of carbon capture and utilization technologies, if and when these become technologically and economically feasible.
We are keenly aware that in addition to being a business entity, we are also a social and community enterprise that includes our employees, partners, customers and the communities we serve. For more information about our business and strategy and about corporate responsibility and sustainability efforts, see our 2024 Annual Report and our website atwww.nisource.com.
GENERAL INFORMATION
Stock Symbol: NI
Stock Exchange: NYSE
Registrar and Transfer Agent: Computershare Investor Services
State of Incorporation: Delaware
Corporate Headquarters: 801 E. 86 th Avenue, Merrillville, Indiana 46410
Corporate Website: www.nisource.com
We use the terms “NiSource,” the “Company,” “we,” “our” and “us” in this Proxy Statement to refer to NiSource Inc.
4 | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.