COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
In the CD&A, we describe and discuss our executive compensation program, including its objectives and elements, as well as determinations made by the Compensation and Human Capital Committee regarding the compensation of our named executive officers (“NEOs”). Below is a condensed table of contents to help guide you through the CD&A section of this proxy statement:
- Executive Overview (pp 33) - Executive Compensation Decision Making (pp 37) - Our Executive Compensation Program (pp 38) - Executive Compensation Elements (pp 39) - Executive Compensation Process and Guidelines (pp 47) Our Named Executive Officers (NEOs)
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| Joseph Hamrock
Former President and Chief Executive Officer (CEO)*
* Mr. Hamrock retired from his officer and Board positions effective February 14, 2022. Lloyd M. Yates, a member of our Board, was appointed President and CEO as of such date.
| | | Donald E. Brown
Executive Vice President, Chief Financial Officer (CFO) and President, NiSource Corporate Services
| | | Pablo A. Vegas
Executive Vice President, Chief Operating Officer (COO) and President, NiSource Utilities
| | | Violet G. Sistovaris
Executive Vice President and Chief Experience Officer
| | | Charles E. Shafer
Senior Vice President and Chief Safety Officer
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2021 Business DevelopmentsAs of December 31, 2022, the NEOs are:
Lloyd Yates —President and AccomplishmentsChief Executive Officer (“CEO”)
Throughout 2021,Donald E. Brown—Executive Vice President and Chief Financial Officer (“CFO”)
Shawn Anderson—Senior Vice President Strategy and Chief Risk Officer
Melody Birmingham—Executive Vice President and Chief Innovation Officer
Bill Jefferson—Executive Vice President and Chief Safety Officer
Joseph Hamrock—Former President and Chief Executive Officer
Pablo A. Vegas—Former Executive Vice President and Group President, Utilities
On March 15, 2023, we announced a reconfiguration of leadership responsibilities for several of the above named NEOs, effective March 27, 2023. Please see our operatingannual report or our website for further details.
Our Company
NiSource is one of the largest fully regulated utility companies maintained their commitmentin the United States, serving approximately 3.2 million natural gas customers and 500,000 electric customers across six states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 7,500 employees are focused on safely delivering reliable and affordable energy to deliveringour customers and the communities we serve.
Our strategies focus on improving safety and reliability, enhancing customer service, pursuing regulatory and legislative initiatives to increase accessibility for customers currently not on our gas and electric service, ensuring customer affordability and reducing emissions while generating sustainable returns. With our strategies in mind, NiSource is committed to providing safe and reliable utility service, while continuingenergy for our customers, which in turn creates value for our stockholders. Our executive compensation program is intended to support customers throughattract and retain the ongoing challenges ofbest leadership talent in the COVID-19 pandemic.industry. At the same time, our compensation program is designed to align our executives to achieve these critical commitments.
Leadership Enhancements In 2021, we advanced our transition to renewable energy generation, drove continued investments in our asset modernization programs, and further drove the implementation and refinement of our safety management system (“SMS”) program across all of our operating companies. 20212022
2022 was also a year of continued progresstransition for NiSource Next, our enterprise-wide multi-year initiative designed to enhance efficienciesNiSource. Following the planned retirement of former CEO and reduce overhead costspresident Joe Hamrock, the company appointed Lloyd Yates as we propel our safetyCEO and modernization strategies forward.
We also continued to executePresident, assuming these roles on our sustainabilityFebruary 14, 2022. Mr. Hamrock assisted in facilitating the CEO transition in a non-executive officer role and environmental, social and governance (“ESG”) strategies, which along with NiSource Next, are designed to deliver sustained value over the long-term to all our stakeholders, including our customers, communities and employees.resigned effective July 31, 2022.