​	WayneARISTIDES S. DeVeydtCANDRIS				​
​	Age: 69 Director Since: 2016	2012 Standing Board Committees:
Age: 49■ Environmental, Safety and Sustainability Committee (Chair) ■ Nominating and Governance Committee	​	​	•Executive Experience: Dr. Candris was President and CEO of Westinghouse Electric Company (“Westinghouse”), Pittsburgh, Pennsylvania, a nuclear engineering company, which was a unit of Tokyo-based Toshiba Corp., from July 2008 until his retirement in March 2012. During his 36 years of service at Westinghouse, Dr. Candris served in various positions, including as Senior Vice President, Nuclear Fuel, from September 2006 to July 2008, and continued to serve on the board of Westinghouse until October 2012. Outside Board and Other Experience: Dr. Candris currently serves as a member of the advisory boards of the Carnegie Institute of Technology and the Wilton E. Scott Institute for Energy Innovation at Carnegie Mellon University. He also serves on the boards of trustees of Transylvania University and the Hellenic-American University and the board of directors of The Hellenic Initiative. He previously served on the boards of Westinghouse and Kurion Inc. He also served on the advisory board of Atomos Nuclear and Space Corporation from 2018 until 2020. Skills and Qualifications: Dr. Candris is a nuclear scientist and engineer, and has significant experience leading a global nuclear power company. His knowledge of the electric industry gives him significant insight to the issues impacting the electric utility industry. His experience managing highly technical engineering operations, and particularly his extensive experience and expertise in risk assessment and safety management systems, as well as process optimization methodologies (such as Lean/Six Sigma), are of great value as we build and maintain facilities to address increasing environmental regulations and make long-term strategic decisions on electric power generation and gas and electric delivery. His technical and management skills are helpful as we continue to build and modernize both our transmission and distribution systems. Dr. Candris has great insight from his experience developing customer focused programs and attaining excellence in business processes and behaviors, which assists us to better meet the increasing expectations of customers and regulators.	Audit Committee
	•	Compensation Committee
	•	Finance Committee ​

Executive Experience: Mr. DeVeydt has been serving as Chief Executive Officer and member of the board of directors of Surgery Partners, Inc., a healthcare services company, since January 2018. Previously, he served as a Senior Advisor to the Global Healthcare division of Bain Capital located in Boston, Massachusetts from January 2017 to January 2018, and as Executive Vice President and Chief Financial Officer (“CFO”)

​	WAYNE S. DEVEYDT				​
​	Age: 51 Director Since: 2016 Standing Board Committees: ■ Audit Committee ■ Finance Committee	​	​	Executive Experience: Mr. DeVeydt has been serving as Executive Chair of the board of directors of Surgery Partners, Inc., a healthcare services company, since January 2020. Previously, he served as CEO and member of the board of directors of Surgery Partners, Inc. from January 2018 to January 2020. Prior to joining Surgery Partners, Inc., he served as a Senior Advisor to the Global Healthcare division of Bain Capital, a global multi-asset alternative asset firm, from January 2017 to January 2018, and as Executive Vice President and CFO at Anthem, Inc., a health insurance company and an independent licensee of the Blue Cross and Blue Shield Association, from May 2007 until his retirement in June 2016. He also served as Senior Vice President and Chief Accounting Officer at Anthem, Inc. beginning in 2005 and Chief of Staff to the Chairman and Chief Executive Officer from 2006 to 2007. Prior to joining Anthem, Inc., Mr. DeVeydt was a partner at PricewaterhouseCoopers LLP from 1996 to 2005, where he served in many roles in the financial services industry. Outside Board and Other Experience: Mr. DeVeydt is a member of the board of directors of Surgery Partners, Inc., where he currently serves as Chief Executive Officer. He is also a member of the board of directors of Grupo Notre Dame Intermedica. He also served as a director of Myovant Sciences Ltd. from 2016 until July 2018 and served as its lead independent director, chair of its audit committee, and a member of its compensation committee. Mr. DeVeydt is an active leader in his community through his charitable activities. Skills and Qualifications: Mr. DeVeydt’s positions as CEO and CFO at public companies in regulated industries and as a partner at PricewaterhouseCoopers LLP provide him with strong financial acumen along with a deep understanding of regulated industry operations and extensive leadership skills, particularly in the areas of accounting and finance. His significant experience in internal controls, capital markets, corporate governance, risk management and strategic planning from both a public company and public accounting perspective make him an asset to the Board. Joseph Hamrock   Director, President and Chief Accounting Officer at Anthem, Inc. beginning in 2005 and Chief of Staff to the Chair and CEO from 2006 to 2007. Prior to joining Anthem, Inc., Mr. DeVeydt was a partner at PricewaterhouseCoopers LLP from 1996 to 2005, where he served in many roles in the financial services industry. Outside Board and Other Experience: Mr. DeVeydt is a member of the board of directors of Surgery Partners, Inc., where he currently serves as Executive OfficerChair. He served as a member of the board of directors of Grupo Notre Dame Intermedica from December 2016 until December 2019 and was chair of its audit committee. He also served as a director of Myovant Sciences Ltd. from 2016 until July 2018 and served as its lead independent director, chair of its audit committee, and a member of its compensation committee. Mr. DeVeydt is an active leader in his community through his charitable activities. Skills and Qualifications: Mr. DeVeydt’s positions as CEO and CFO at public companies in regulated industries and as a partner at PricewaterhouseCoopers LLP provide him with strong financial acumen along with a deep understanding of regulated industry operations and extensive leadership skills, particularly in the areas of accounting and finance. His significant experience in internal controls, capital markets, corporate governance, risk management and strategic planning from both a public company and public accounting perspective make him an asset to the Board. Standing Board Committees: None Director Since: 2015 Age: 55 ​ Executive Experience: Mr. Hamrock has been our President and CEO since July 2015. From May 2012 to June 2015, he was Executive Vice President and Group CEO for NiSource’s Gas Distribution Operations, comprised of local gas distribution companies in Kentucky, Maryland, Massachusetts, Ohio, Pennsylvania and Virginia. Prior thereto, he served in a variety of senior executive positions with American Electric Power (“AEP”), an electrical service public utility holding company in Columbus, Ohio, including as President and Chief Operating Officer of AEP Ohio from January 2008 to May 2012. He also served in leadership roles in engineering, transmission and distribution operations, customer service, marketing and information technology. Outside Board and Other Experience: Mr. Hamrock is currently a member of the board of the American Gas Association, a gas industry trade association. He is also a board member of OhioHealth, a not-for-profit healthcare system in central Ohio, and A Kid Again, which supports families caring for children with life-threatening illnesses. Skills and Qualifications: Mr. Hamrock has extensive knowledge of our industry from his more than 30 years of experience in a variety of positions at AEP and the Company. He began his career in the energy industry as an electrical engineer in transmission and distribution planning, and progressed to work in commercial and industrial customer services, earning a leadership role in commercial marketing, customer services, and strategic development, among other executive roles, before becoming CEO at NiSource. Consequently, he has a firm understanding of the needs of our customers and is uniquely qualified to lead a focused utility company to meet our customer commitments. Additionally, he has a solid understanding of our organization through his leadership of our gas distribution operations, where he led financial, operational, regulatory and commercial performance for the Columbia gas business. This significant industry experience provides Mr. Hamrock with a unique perspective into our operations, our markets, our people and the strategic vision needed to meet our long-term safety, customer value, business, financial and technology performance goals. In addition, he has been, and continues to be, an active supporter of educational, charitable and utility industry organizations.   2021 Proxy Statement | 11 TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ Deborah A. HenrettaJOSEPH HAMROCK ​   ​ Age: 58 Director Since:2015 Director, President and CEO Standing Board Committees: Age: 57 None ​ ​ •Executive Experience: Mr. Hamrock has been our President and CEO since July 2015. From May 2012 to June 2015, he was Executive Vice President and Group CEO for NiSource’s Gas Distribution Operations, comprised of local gas distribution companies in Kentucky, Maryland, Massachusetts, Ohio, Pennsylvania and Virginia. Previously, he served in a variety of senior executive positions with American Electric Power (“AEP”), an electrical service public utility holding company in Columbus, Ohio, including as President and Chief Operating Officer (“COO”) of AEP Ohio from January 2008 to May 2012. He also served in leadership roles in engineering, transmission and distribution operations, customer service, marketing and information technology. Outside Board and Other Experience: Mr. Hamrock is currently a member of the board of the American Gas Association, a gas industry trade association. He is also a board member of OhioHealth, a not-for-profit healthcare system in central Ohio, and A Kid Again, which supports families caring for children with life-threatening illnesses. Skills and Qualifications: Mr. Hamrock has extensive knowledge of our industry from his more than 30 years of experience in a variety of positions at AEP and the Company. He began his career in the energy industry as an electrical engineer in transmission and distribution planning, and progressed to work in commercial and industrial customer services, earning a leadership role in commercial marketing, customer services, and strategic development, among other executive roles, before becoming CEO at NiSource. Consequently, he has a firm understanding of the needs of our customers and is uniquely qualified to lead a focused utility company to meet our customer commitments. Additionally, he has a solid understanding of our organization through his leadership of our gas distribution operations, where he led financial, operational, regulatory and commercial performance for the Columbia gas business. This significant industry experience provides Mr. Hamrock with a unique perspective into our operations, our markets, our people and the strategic vision needed to meet our long-term safety, customer value, business, financial and technology performance goals. In addition, he has been, and continues to be, an active supporter of educational, charitable and utility industry organizations. Compensation Committee • Environmental, Safety and Sustainability Committee • Finance Committee ​ Executive Experience: Ms. Henretta currently is a partner at G100 Companies, a C-suite learning and development company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company, a G100 Company. She retired from Procter & Gamble Co. (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business in January 2015, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President Asia from 2005 to 2007 and President of Global Baby, Toddler and Adult Care from 2004 to 2005. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since February 2019. Ms. Henretta has been a director at Corning Incorporated since 2013, and currently serves on its audit and corporate relations committees. She is a director of Meritage Homes Corporation, and serves on its nominating and corporate governance committees. Ms. Henretta served as a director of Staples, Inc. from June 2016 until September 2017 and served on its compensation committee. Additionally, she serves on the board of trustees for Xavier University and St. Bonaventure University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including P&L responsibility for multi-billion dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education on board oversight and governance responsibilities, including in the areas of digital transformation and cybersecurity. Michael E. Jesanis   Director Since: 2008 Standing Board Committees: Age: 62 • Audit Committee (Chair) • Compensation Committee • Finance Committee Executive Experience: Mr. Jesanis is a co-founder and, since July 2013, has been Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and, prior thereto, CFO, of a major electric and gas utility holding company as well as his current role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has particular expertise with board governance issues. 12  |   2021 Proxy Statement TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ Kevin T. KabatDEBORAH A. HENRETTA ​   ​ Vice Chairman Age: 59 Director Since: 2015 Standing Board Committees: Director Since: 2015■ Audit Committee ■ Compensation Committee ​ ​ •Executive Experience: Ms. Henretta currently is a partner at G100 Companies, a C-suite learning and development company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company, a G100 Company, a role she has held since 2016. She retired from Procter & Gamble Co. (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business in January 2015, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President Asia from 2005 to 2007 and President of Global Baby, Toddler and Adult Care from 2004 to 2005. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019. She has been a director at Corning Incorporated since 2013. She is also a director at Meritage Homes Corporation. Ms. Henretta served as a director of Staples, Inc. from June 2016 until September 2017 and served on its compensation committee. Additionally, she serves on the board of trustees for Xavier University and St. Bonaventure University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including P&L responsibility for multi-billion dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education on board oversight and governance responsibilities, including in the areas of digital transformation and cybersecurity. Audit Committee Age: 62 • Compensation Committee (Chair) • Nominating and Governance Committee ​ Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chairman of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chairman and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chairman of the board and chair of its governance committee. In 2016, Mr. Kabat became the lead independent director of E*Trade Financial Corporation and is a member of its bank board and its compensation and governance committees. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies. Carolyn Y. Woo   Director Since: 1998 Standing Board Committees: Age: 64 • Audit Committee • Environmental, Safety and Sustainability Committee • Nominating and Governance Committee (Chair) Executive Experience: Dr. Woo was President and CEO of Catholic Relief Services, an international humanitarian agency serving over 100 countries, from January 2012 until her retirement in December 2016. Prior thereto, Dr. Woo was dean and a professor of Entrepreneurial Studies at the Mendoza College of Business, University of Notre Dame in Notre Dame, Indiana. Outside Board and Other Experience: In addition to serving on our Board, Dr. Woo has been a director at AON plc since 1998, and currently serves on its audit, compliance, and organization and compensation committees. She is also on the board of Arabesque. She has previously served on the boards of directors of four additional public companies: Circuit City, St. Joseph Capital Bank, Arvin Industries and Bindley-Western Industries. She is also a current and past board member of several non-profit organizations, including an international relief organization, a global business school accreditation organization, leadership development organizations and an educational organization. Skills and Qualifications: Dr. Woo’s experience as President and CEO of an international organization provides her with knowledge and experience in managing a large organization. Her experience as the dean of a major business school and her experience as a professor of entrepreneurship provides her with a deep understanding of business principles and extensive expertise with management and strategic planning issues. Through her current and previous service on the boards of directors, audit committees and compensation committees of public companies, including a global reinsurance and risk management consulting company, a pharmaceutical distribution company, an international automotive manufacturer and a financial institution, Dr. Woo has developed an excellent understanding of corporate governance, internal control, financial and strategic analysis and risk management issues. Dr. Woo is a leader in the areas of corporate social responsibility, sustainability and ethics, which adds an important perspective to the Board. In 2017, she was named to the Top 100 Most Influential in Business Ethics by the Ethisphere Institute. Dr. Woo’s commitment to social and educational organizations provides her with an important perspective on the various community and social issues confronting us in the communities that we serve.   2021 Proxy Statement | 13 TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ DEBORAH A. P. HERSMAN ​ ​ Age: 51 Director Since: 2019 Standing Board Committees: ■ Environmental, Safety and Sustainability Committee ■ Finance Committee ​ ​ Executive Experience: Ms. Hersman served as Chief Safety Officer and consultant at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. In this role, she was responsible for systems safety, field safety and safety management systems across the company’s extensive testing and development programs. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: Ms. Hersman serves on the board of directors of Velodyne Lidar, Inc. From 2004 to 2014, she served as a board member and then as chair at the National Transportation Safety Board (the “NTSB”). Previously, she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee, where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. Skills and Qualifications: Ms. Hersman is a seasoned safety executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety spokesperson driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman's extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our customers and stakeholders. ​ ​ MICHAEL E. JESANIS ​ ​ Age: 64 Director Since: 2008 Standing Board Committees: ■ Compensation Committee ■ Environmental, Safety & Sustainability Committee ​ ​ Executive Experience: Mr. Jesanis was co-founder and until 2018 was Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and CFO, of a major electric and gas utility holding company as well as his current role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has particular expertise with board governance issues. ​ 14 |   2021 Proxy Statement TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ KEVIN T. KABAT ​ ​ Age: 64 Director Since: 2015 Chair of the Board Standing Board Committees: ■ Nominating and Governance Committee (Chair) ​ ​ Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chair and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board and chair of its governance committee. He was also previously the lead independent director of E*Trade Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies. ​   2021 Proxy Statement | 15 TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ CAROLYN Y. WOO ​ ​ Age: 67 Director Since: 1998 Standing Board Committees: ■ Audit Committee ■ Finance Committee ​ ​ Executive Experience: Dr. Woo was President and CEO of Catholic Relief Services, an international humanitarian agency serving over 100 countries, from January 2012 until her retirement in December 2016. Previously, Dr. Woo was dean and a professor of Entrepreneurial Studies at the Mendoza College of Business, University of Notre Dame in Notre Dame, Indiana. Outside Board and Other Experience: In addition to serving on our Board, Dr. Woo has been a director at AON plc since 1998, and currently serves on its audit, compliance, and organization and compensation committees. She is also on the board of Arabesque. Since July 2019, she also serves on the International Advisory Group of Equinor ASA. She has previously served on the boards of directors of four additional public companies: Circuit City, St. Joseph Capital Bank, Arvin Industries and Bindley-Western Industries. She is also a current and past board member of several non-profit organizations, including an international relief organization, a large multi-hospital health system, business school accreditation organization, leadership development organizations and an educational organization. Skills and Qualifications: Dr. Woo’s experience as President and CEO of an international organization provides her with knowledge and experience in managing a large organization. From her experiences at Aon and Catholic Relief Services, she is also familiar with trends and approaches related to global risks. Her experience as the dean of a major business school and her research as a professor of entrepreneurship provides her with a deep understanding of business principles and extensive expertise with management and strategic planning issues. Through her current and previous service on the boards of directors, audit committees and compensation committees of public companies, including a global reinsurance and risk management consulting company, a pharmaceutical distribution company, an international automotive manufacturer and a financial institution, Dr. Woo has developed an excellent understanding of corporate governance, internal control, financial and strategic analysis and risk management issues. Dr. Woo is a leader in the areas of corporate social responsibility, sustainability and ethics, which adds an important perspective to the Board. In 2017, she was named to the Top 100 Most Influential in Business Ethics by the Ethisphere Institute. Dr. Woo’s commitment to social and educational organizations provides her with an important perspective on the various community and social issues confronting us in the communities that we serve. Since 2018, Dr. Woo has convened dialogues at the Vatican with CEOs of energy and investment companies on the topic of energy transition. ​ 16 |   2021 Proxy Statement TABLE OF CONTENTS PROPOSAL 1 — ELECTION OF DIRECTORS ​ LLOYD M. YATES ​ ​ Age: 60 Director Since: 2020 Standing Board Committees: ■ Compensation Committee ■ Environmental, Safety & Sustainability Committee ​ ​ Executive Experience: Mr. Yates retired in 2019 from Duke Energy Corporation (“Duke Energy”), where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as Executive Vice President of Regulated Utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of American Water Works Company, Inc., Marsh & McLennan Companies, Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 38 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning. ​   2021 Proxy Statement | 17 TABLE OF CONTENTS CORPORATE GOVERNANCE Director Independence Under our Corporate Governance Guidelines, a majority of the Board must be comprised of “independent directors.” In order to assist the Board in making its determination of director independence, the Board has adopted categorical standards of independence consistent with the standards contained in Section 303A.02 of the NYSE Listed Company Manual. The Board also has adopted an additional independence standard providing that a director who is an executive officer or director of a company that receives payments from us in an amount which exceeds 1% of such other company’s consolidated gross revenues is not “independent” until three years after falling below such threshold. A copy of our Corporate Governance Guidelines is posted on our website at https://www.nisource.com/investors/governance. The Board has affirmatively determined that, with the exception of Mr. Hamrock, all of the members of the Board and all nominees are “independent directors” as defined in Section 303A.02 of the NYSE Listed Company Manual and meet the additional standard for independence set by the Board. Policies and Procedures with Respect to Transactions with Related Persons We have established policies and procedures with respect to the review, approval and ratification of any transactions with related persons. Under its charter, the Nominating and Governance Committee reviews reports and disclosures of insider and related person transactions. Under our Code of Business Conduct, the following situations may present a conflict of interest and must be reviewed by the Nominating and Governance Committee to determine if they involve a direct or indirect interest of any director, executive officer or employee (including immediate family members) or otherwise present a conflict of interest: ■ owning more than a 10% equity interest or a general partner interest in any entity that transacts business with the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; ■ selling anything to the Company or buying anything from the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; ■ consulting for or being employed by a competitor of the Company; and ■ being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member employed by the Company. owning more than a 10% equity interest or a general partner interest in any entity that transacts business with the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; selling anything to the Company or buying anything from the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; consulting for or being employed by a competitor of the Company; and being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member employed by the Company. Related person transactions are annually reviewed and, if appropriate, ratified by the Nominating and Governance Committee. Directors, individuals subject to Section 16 (“Section 16 Officer(s)”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and senior executive officers are expected to raise any potential transactions involving a conflict of interest that relate to them with the Nominating and Governance Committee so that they may be reviewed in a prompt manner. There were no transactions between the Company and any officer, director or nominee for director, or any affiliate of or person related to any of them, since January 1, 2018,2020, of the type or amount required to be disclosed under the applicable Securities and Exchange Commission (“SEC”) rules. Executive Sessions of Non-Management Directors To promote open discussion among the non-management directors, the Board schedules regular executive sessions at meetings of the Board and each of its committees. The non-management members met separately from management seven times in 2018. The independent Chairman of the Board presided at all these executive sessions. All of the non-management members are “independent directors” as defined under the applicable NYSE and SEC rules. 14 18 |   2021 Proxy Statement TABLE OF CONTENTS CORPORATE GOVERNANCE Communications with the Board and Non-Management Directors Stockholders and other interested persons may communicate any concerns they may have regarding the Company as follows: ■ Communications to the Board may be made to the Board generally, any director individually, the non-management directors as a group, or the Chair of the Board, by writing to the following address: Communications to the Board may be made to the Board generally, any director individually, the non-management directors as a group, or the Chairman of the Board, by writing to the following address: NiSource Inc. Attention: Board of Directors, or any Board member, or non-management directors, or ChairmanChair of the Board c/o Corporate Secretary 801 East 86th Avenue Merrillville, Indiana 46410 ■ • The Audit Committee has approved procedures with respect to the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or audit matters. Communications regarding such matters may be made by contacting our Ethics and Compliance Officer at ethics@nisource.com, calling the business ethics hotline at 1-800-457-2814, or writing to: NiSource Inc. Attention: Director, Corporate Ethics 801 East 86th Avenue Merrillville, Indiana 46410 Stockholder Engagement We are committed to engaging with our stockholders and soliciting their views and input on important governance, environmental, social, executive compensation and other matters. Our Nominating and Governance Committee is responsible for overseeing the stockholder engagement process and the periodic review and assessment of stockholder input on governance matters. We engageIn 2020, management initiated stockholder conversations on a variety of corporate governance topics, including Board composition, the Board’s annual evaluation process, executive compensation and other matters. The information obtained from these stockholders was shared with our stockholdersNominating and Governance Committee. We intend to continue stockholder engagement on governance each year outside of the proxy season. Our independent directors are available to engage in dialogue with stockholders on matters of significance in order to understand stockholders’ views. In addition, management regularly participates in investor and industry conferences throughout the year to discuss performance and share its perspective on the Company and industry developments. Code of Business Conduct We have a Code of Business Conduct to promote: (i) ethical behavior, including the ethical handling of conflicts of interest; (ii) full, fair, accurate, timely and understandable financial disclosure; (iii) compliance with applicable laws, rules and regulations; (iv) accountability for adherence to our code; and (v) prompt internal reporting of violations of our code. Our Code of Business Conduct satisfies applicable SEC and NYSE requirements and applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer and controller), as well as to our employees of and our affiliates. A copy of our Code of Business Conduct is available on our website at https://www.nisource.com/investors/governance and also is available to any stockholder upon written request to our Corporate Secretary at the address noted above under the heading “Communications with the Board and Non-Management Directors.” Any waiver of our Code of Business Conduct for any director, executive officer or Section 16 officer may be made only by the Audit Committee of the Board and must be promptly disclosed to the extent and in the manner required by the SEC or the NYSE and posted on our website. No such waivers have been granted. Corporate Governance Guidelines The Nominating and Governance Committee is responsible for annually reviewing and reassessing the Corporate Governance Guidelines and submitting any recommended changes to the Board for its approval. A copy of the Corporate   2021 Proxy Statement | 19 TABLE OF CONTENTS CORPORATE GOVERNANCE Governance Guidelines can be found on our website at https://www.nisource.com/investors/governance and is also available to any stockholder upon written request to our Corporate Secretary. Board Leadership Structure Our Corporate Governance Guidelines state that we should remain free to configure leadership of the Board in the way that best serves our interests at the time and, accordingly, the Board has no fixed policy with respect to combining or separating the offices of ChairmanChair and CEO. If the ChairmanChair is not an independent director, an independent Lead Director will be chosen annually by the Board, taking into account the recommendation of the Nominating and Governance Committee. The ChairmanChair or, if the ChairmanChair is not an independent director, the Lead Director will be the presiding director of executive sessions of the Board. To promote open discussion among the non-management directors, the Board schedules regular executive sessions at meetings of the Board and each of its committees. Since late 2006, the offices of ChairmanChair and CEO of the Company have been held by different individuals, with the ChairmanChair being an independent director. 15 TABLE OF CONTENTS The duties of the ChairmanChair of the Board are as follows: ■ providing leadership to the Board and management, and monitoring the discharge of their duties; ■ presiding at meetings of stockholders and the Board, including executive sessions of the Board and meetings of the independent directors; ■ serving as a liaison between the independent directors and management; ■ in consultation with the CEO, setting agendas for the meetings of the Board, and developing annual Board meeting schedules for approval by the Board; ■ ensuring proper flow of information to the Board; ■ having the authority to call special meetings of the Board and independent directors; ■ being available for consultation and direct communication with stockholders and other key stakeholders, as appropriate; and ■ having such other responsibilities and performing such duties as may from time to time be assigned to him or her by the Board. providing leadership to the Board and management, and monitoring the discharge of their duties; presiding at meetings of stockholders and the Board, including executive sessions of the Board and meetings of the independent directors; serving as a liaison between the independent directors and management; in consultation with the CEO, setting agendas for the meetings of the Board, and developing annual Board meeting schedules for approval by the Board; ensuring proper flow of information to the Board; having the authority to call special meetings of the Board and independent directors; being available for consultation and direct communication with stockholders and other key stakeholders, as appropriate; and having such other responsibilities and perform such duties as may from time to time be assigned to him or her by the Board. The Board periodically reviews the structure and the division of responsibilities between the role of independent ChairmanChair and CEO. The structure and division of responsibilities is intended to maintain the integrity of the oversight function of the Board by providing a separate framework of responsibilities for the independent ChairmanChair as set forth above. Board Oversight of Risk The Board takes an active role in monitoring and assessing our strategic, compliance, operational and financial risks, as well as cybersecurity risks. The Board administers its oversight function through utilization of its various committees. Our Risk Management Committee, which consists of members of our senior management, is responsible for oversight of our risk management process. Senior management regularly provides reports on our risks to the Board, the Audit Committee and the Board committees that oversee the applicable risks. Additionally, the Audit Committee discusses with management and the independent registered public accounting firm the effect of regulatory and accounting initiatives on our financial statements and is responsible for review and evaluation of our major risk exposures, including cybersecurity and supplier risks, and the steps management has taken to monitor and control such exposures. In addition, the Compensation Committee, the Environmental, Safety and Sustainability (“ESS”) Committee, the Finance Committee and the Nominating and Governance Committee are each charged with overseeing the risks associated with their respective areas of responsibility. Meetings and Committees of the Board The Board met 1018 times during 2018.2020. Each incumbent director attended at least 90%87% of the total number of meetings of the Board and of the committees of the Board on which he or she served, and in each case, during the periods that he 20 |   2021 Proxy Statement TABLE OF CONTENTS CORPORATE GOVERNANCE or she served. Pursuant to our Corporate Governance Guidelines, directors are expected to attend all Board meetings, to spend the time needed to discharge their responsibilities as directors, and to attend the annual meeting of stockholders. All then-serving directors attended the 20182020 annual meeting of stockholders. Pursuant to our Corporate Governance Guidelines, the Board expects that our senior officers will regularly attend Board and Committee meetings, present proposals and otherwise assist in the work of the Board. Members of the Board have direct access to all of our employees, outside advisors and independent registered public accounting firm. The Board has established five standing committees to assist the Board in carrying out its duties: the Audit Committee, the Compensation Committee, the ESS Committee, the Finance Committee and the Nominating and Governance Committee. Beginning in 2015, theThe Board also established a Search Committee, an ad hoc committee to assist the Nominating and Governance Committee and the Board in identifying qualified director candidates. The Search Committee met twicedid not meet during 2018.2020. The Board evaluates the structure and membership of its committees on an annual basis, appoints the independent members of the Board to serve on the committees and elects committee chairs following the annual meeting of stockholders. The following table shows the composition of each standing Board committee as of the date of this proxy statement.Proxy Statement. Mr. Hamrock does not serve on any committee, but is invited to attend various committee meetings. Mr. Thompson, ChairmanKabat, Chair of the Board, and Mr. Kabat, Vice Chairman of the Board, areis invited to attend all meetings of each of the committees. 16 TABLE OF CONTENTS Board Committee Composition ​ Director ​ ​ Audit ​ ​ Compensation ​ ​ ESS ​ ​ Finance ​ ​ Nominating and Governance ​ ​ Peter A. Altabef ​ ​ ​ ​ ​ ​ ✔  ​ ​ ✔* ​ ​ ✔ ​ ​ Theodore H. Bunting, Jr.(1) (2) ✔  ​ ​ ✔* ​ ​ ​ ​ ​ ​ ​ ​ ✔ ​ ​ Eric L. Butler ​ ​ ✔  ​ ​ ✔* ​ ​ ​ ​ ​ ​ ✔ ​ ​ Aristides S. Candris ​ ​ ​ ​ ​ ​ ✔* ​ ​ ✔  ​ ​ ✔ ​ ​ Wayne S. DeVeydt(1) ​ ​ ✔ ​ ​ ​ ​ ​ ​ ✔ ​ ​ ✔  ​ ​ Deborah A. Henretta ​ ​ ✔ ​ ​ ✔ ​ ​ ​ ​ ​ ​ ​ ​ Deborah A. P. Hersman ​ ​ ​ ​ ​ ​ ✔ ​ ​ ✔ ​ ​ ​ ​ Michael E. Jesanis ​ ​ ​ ​ ✔ ​ ​ ✔ ​ ​ ​ ​ ​ ​ Kevin T. Kabat(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ✔* ✔  ✔  ​ Kevin T. Kabat (3) ​ ✔  ✔* ✔  Richard L. Thompson (4) ✔  Carolyn Y. Woo ✔  ​ ​ ✔ ​ ​ ​ ​ ​ ​ ✔* ​ ​ ​ ​ Lloyd M. Yates ​ ​ ​ ​ ✔ ​ ​ ✔ ​ ​ ​ ​ ​ *Committee Chair * Committee Chair (1) Mr. Bunting was appointed to the Board on September 5, 2018 and appointed to the Audit and Compensation Committees on October 23, 2018. (2) Audit Committee Financial Expert, as defined by SEC rules. (3)(2) Independent Vice ChairmanChair of the Board. (4) Independent Chairman of the Board. The summaries below are qualified by reference to the entire charter for each of the Audit, Compensation, ESS, Finance and Nominating and Governance Committees; each of which can be found on our website at https://www.nisource.com/investors/governance and is also available to any stockholder upon written request to our Corporate Secretary. Additionally, any committee may perform other duties and responsibilities, consistent with their respective charters, our Amended and Restated Bylaws (our “Bylaws”), governing law, the rules of the NYSE, the federal securities laws and such other requirements applicable to us, delegated to any committee by the Board, or in the case of the Compensation Committee, under any provision of any of our benefit or compensation plans.   2021 Proxy Statement | 21 TABLE OF CONTENTS CORPORATE GOVERNANCE Audit Committee The Audit Committee met nine10 times in 2018.2020. Our Audit Committee is responsible for the oversight of our internal audit function and financial reporting process. The Audit Committee has the sole authority to appoint, retain or replace our independent registered public accounting firm and is responsible for, among other things: ■ reviewing our independent registered public accounting firm’s qualifications and independence and compensating our independent registered public accounting firm; ■ overseeing the performance of our internal audit function and our independent registered public accounting firm; ■ reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements before earnings announcements; ■ reviewing and discussing with management our annual and quarterly earnings press releases; ■ reviewing and discussing with management and our independent registered public accounting firm major issues regarding accounting principles and financial statement presentations, adequacy of internal controls, and any critical judgments or accounting estimates made in connection with the preparation of financial statements; ■ reviewing and evaluating our major risk exposures, including cybersecurity and supplier risks, and the steps management has taken to monitor and control such exposures, including discussion of our risk assessment and risk management policies; and ■ overseeing our compliance with legal and regulatory requirements. reviewing our independent registered public accounting firm’s qualifications and independence and compensating our independent registered public accounting firm; overseeing the performance of our internal audit function and our independent registered public accounting firm; reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements before earnings announcements; reviewing and discussing with management our annual and quarterly earnings press releases; reviewing and discussing with management and our independent registered public accounting firm major issues regarding accounting principles and financial statement presentations, adequacy of internal controls, and any critical judgments or accounting estimates made in connection with the preparation of financial statements; reviewing and evaluating our major risk exposures, including cybersecurity and supplier risks, and the steps management has taken to monitor and control such exposures, including discussion of our risk assessment and risk management policies; and overseeing our compliance with legal and regulatory requirements. The Board has determined that all of the members of the Audit Committee are independent as defined under the applicable NYSE and SEC rules, including the additional independence standard for audit committee members, and meet our additional independence standard set forth in our Corporate Governance Guidelines. The Audit Committee has reviewed and approved our independent registered public accounting firm for each of 2018 and 2019, and the fees relating to audit services and other services performed by our independent registered public accounting firm. 17 TABLE OF CONTENTS For more information regarding the Audit Committee, see “Audit Committee Report” andReport,” “Proposal 3 — Ratification of Independent Registered Public Accounting Firm” and “Independent Registered Public Accounting Firm Fees” below. Compensation Committee The Compensation Committee met seveneight times in 2018.2020. The Compensation Committee apprises the Board with respect to the evaluation, compensation and benefits of our executives. Its responsibilities include, among others: ■ evaluating the performance of our CEO and other executive officers in light of our goals and objectives; ■ reviewing and approving the corporate goals and objectives relevant to CEO and executive officer compensation; ■ making recommendations to the independent Board members regarding CEO compensation and approving compensation of the other executive officers; ■ reviewing and approving periodically a general compensation policy for our other officers and officers of our principal subsidiaries; ■ approving, or if appropriate, making recommendations to the Board with respect to incentive compensation plans and equity-based plans; ■ reviewing our officer candidates for election by the Board; ■ reviewing and evaluating the executive officers’ development and succession plan (other than our CEO’s succession plan, which is reviewed by the Nominating and Governance Committee); ■ evaluating the risks associated with our compensation policies and practices and the steps management has taken to monitor and control such risks; and ■ overseeing equal employment opportunity and diversity initiatives. evaluating the performance of our CEO and other executive officers in light of our goals and objectives; reviewing and approving the corporate goals and objectives relevant to CEO and executive officer compensation; making recommendations to the independent Board members regarding CEO compensation and approving compensation of the other executive officers; reviewing and approving periodically a general compensation policy for our other officers and officers of our principal subsidiaries; approving, or if appropriate, making recommendations to the Board with respect to incentive compensation plans and equity-based plans; reviewing our officer candidates for election by the Board; reviewing and evaluating the executive officers’ development and succession plan (other than our CEO’s succession plan, which is reviewed by the Nominating and Governance Committee); evaluating the risks associated with our compensation policies and practices and the steps management has taken to monitor and control such risks; and overseeing equal employment opportunity and diversity initiatives. In making recommendations regarding the compensation of our CEO and approving the compensation of the other executive officers, the Compensation Committee takes into consideration its evaluation of the individual performance of each person. The Compensation Committee also considers recommendations from the independent compensation consultant that the Compensation Committee engages to advise it with respect to executive compensation design, comparative compensation practices and compensation matters relating to the Board. Each year, the Compensation Committee evaluates the independence and quality of the services provided by its independent compensation consultant. Additionally, when considering changes in compensation for senior executives that report to our CEO, including the Named Executive Officers, the Compensation Committee also considers input from our CEO; Chief Services Officer; and Senior Vice President, Human Resources. The Compensation Committee first engaged the services of Meridian Compensation Partners, LLC (“Meridian”) in August 2017 as its independent compensation consultant after conducting a request for proposal process. In reviewing the engagement in 2018, the Compensation Committee considered the factors set forth in SEC Rule 10C-1(b)(4) and the applicable NYSE rules and determined that Meridian was independent. Meridian provided no other services to the Company in 2018. The Compensation Committee has authority to delegate its responsibilities to subcommittees as deemed appropriate, provided the subcommittees are composed entirely of independent directors who also meet the other requirements for membership of the Compensation Committee. 22 |   2021 Proxy Statement TABLE OF CONTENTS CORPORATE GOVERNANCE All of the directors serving on the Compensation Committee are: (i) independent as defined under the applicable NYSE and SEC rules and meet the additional independence standard set forth in the Corporate Governance Guidelines and the additional NYSE independence standard for members of compensation committees;committees and (ii) “non-employee directors” as defined under Rule 16b-3 of the Exchange Act; and (iii) “outside directors” as defined by Section 162(m) of the Internal Revenue Code (hereafter “Section 162(m) of the Code” or “Code Section 162(m)”).    Compensation Committee Interlocks and Insider Participation As of December 31, 2018, Messrs. Bunting, Butler, DeVeydt, Jesanis and Kabat, and Ms. Henretta served onAct. For additional information regarding the Compensation Committee. DuringCommittee's principles, policies and practices, please see the fiscal year ended December 31, 2018, there were no compensation committee interlocks or insider participation. discussion under “Compensation Discussion and Analysis (CD&A)”. Environmental, Safety and Sustainability Committee The ESS Committee met five11 times during 2018.2020. The ESS Committee assists the Board in overseeing the programs, performance and risks relative to environmental, safety and sustainability matters. Its responsibilities include, among others: ■ evaluating our environmental and sustainability policies, practices and performance; ■ evaluating our safety policies, practices and performance relating to our employees, contractors and the general public; ■ reviewing and assessing stockholder proposals related to the environment, safety and sustainability; ■ reviewing and evaluating our programs, policies, practices and performance with respect to health and safety compliance auditing; and ■ assessing major legislation, regulation and other external influences that pertain to the ESS Committee’s responsibilities and assessing the impact on us. evaluating our environmental and sustainability policies, practices and performance; evaluating our safety policies, practices and performance relating to our employees, contractors and the general public; reviewing and assessing stockholder proposals related to the environment, safety and sustainability; reviewing and evaluating our programs, policies, practices and performance with respect to health and safety compliance auditing; and assessing major legislation, regulation and other external influences that pertain to the ESS Committee’s responsibilities and assessing the impact on us. 18 TABLE OF CONTENTS Finance Committee The Finance Committee met sixseven times during 2018.2020. Its responsibilities include the following, among others: ■ reviewing and evaluating our financial plans, capital structure, equity and debt levels, dividend policy and financial policies; ■ reviewing our corporate insurance programs; ■ reviewing our investment strategy and investments; ■ reviewing and evaluating our financial, tax, third party credit and commodity risks and the steps management has taken to monitor and control such risks; ■ reviewing our annual earnings guidance and capital budgets and recommending approval to the Board; and ■ reviewing our hedging policies and exempt swap transactions. reviewing and evaluating our financial plans, capital structure, equity and debt levels, dividend policy and financial policies; reviewing our corporate insurance programs; reviewing our investment strategy and investments; reviewing and evaluating our financial, tax, third party credit and commodity risks and the steps management has taken to monitor and control such risks; reviewing our annual earnings guidance and capital budgets and recommending approval to the Board; and reviewing our hedging policies and exempt swap transactions. Nominating and Governance Committee The Nominating and Governance Committee met five times in 2018.2020. Its responsibilities include, among others: ■ identifying individuals qualified to become Board members, consistent with criteria approved by the Board; ■ recommending to the Board director nominees for election at the next annual meeting of the stockholders; ■ developing and recommending to the Board the Corporate Governance Guidelines; ■ consulting with management to determine the appropriate response to stockholder proposals submitted pursuant to SEC rules; ■ reviewing and evaluating risks to our reputation and the steps management has taken to monitor and control such risks; ■ reviewing and evaluating our CEO succession plan and working with the Board to evaluate potential successors to our CEO; ■ reviewing and overseeing, at least annually, corporate and business unit political spending;   2021 Proxy Statement | 23 TABLE OF CONTENTS identifying individuals qualified to become Board members, consistent with criteria approved by the Board; CORPORATE GOVERNANCE recommending to the Board director nominees for election at the next annual meeting of the stockholders; ■ evaluating any resignation tendered by a director and making recommendations to the Board about whether to accept such resignation; and ■ overseeing the evaluation of the performance of the Board and its committees. developing and recommending to the Board the Corporate Governance Guidelines; consulting with management to determine the appropriate response to stockholder proposals submitted pursuant to SEC rules; reviewing and evaluating risks to our reputation and the steps management has taken to monitor and control such risks; reviewing and evaluating our CEO succession plan and working with the Board to evaluate potential successors to our CEO; reviewing and overseeing, at least annually, corporate and business unit political spending; evaluating any resignation tendered by a director and making recommendations to the Board about whether to accept such resignation; and overseeing the evaluation of the performance of the Board and its committees. The Nominating and Governance Committee, with the assistance of the independent compensation consultant, annually reviews the amount and composition of non-employee director compensation. Please see the discussion under the heading “Director Compensation” for a description of the compensation we provide to our non-employee directors. The Nominating and Governance Committee also leads the processes set forth below. Director Selection Process.  The Nominating and Governance Committee identifies and screens candidates for director and makes its recommendations for director to the Board. At times the Board may establish an ad hoc search committee to assist the Nominating and Governance Committee in this process. Additionally, the Nominating and Governance Committee has the authority to retain a search firm to help it identify director candidates to the extent it deems necessary or appropriate. In 2015, theThe Board established a search committee to assist the Nominating and Governance Committee and the Board in identifying qualified director candidates. In 2017 and 2018, theThe Nominating and Governance Committee has also engaged the firm of Heidrick & Struggles International, Inc., which firm recommended Messrs. Butler and Bunting for director. In considering candidates for director, the Nominating and Governance Committee considers the skills, expertise, experience and qualifications that will best complement the overall mix of skills and expertise of the Board in view of the strategy of, and the risks and opportunities that we face, as well as each candidate’s relevant business, academic and industry experience, professional background, age, current employment, community service, other board service and other factors. In addition, the Nominating and Governance Committee takes into account the racial, ethnic and gender diversity of the Board and actively seeks minority and female candidates. The Nominating and Governance Committee seeks to identify and recommend candidates with a reputation for, and record of, integrity and good business judgment who have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; are effective in working in complex collegial settings; are free from conflicts of interest that could interfere with a director’s duties to us and our stockholders; and are willing and able to make the necessary commitment of time and attention required for effective service on the Board, including limiting their service on other boards to a reasonable number. The Nominating and Governance Committee also takes into account the candidate’s level of financial literacy. The Nominating and Governance Committee monitors the mix of skills and experience of the directors in order to assess whether the Board has the necessary tools to perform its oversight function effectively. The Nominating and Governance Committee also assesses the diversity of the Board as a part of its annual self-assessment process as described in more detail below. The Nominating and Governance Committee will consider nominees for directors recommended by stockholders and will use the same criteria to evaluate candidates proposed by stockholders as it uses to evaluate the candidates identified by the Board. The Board has determined that all of the members of the Nominating and Governance Committee are independent as defined under the applicable NYSE rules and meet the additional independence standard set forth in the Corporate Governance Guidelines. For information on how to nominate a person for election as a director at the 20202022 Annual Meeting, please see the discussion under the heading “Stockholder Proposals and Nominations for 20202022 Annual Meeting.” 19 TABLE OF CONTENTS Board Evaluation Process. The Nominating and Governance Committee oversees the self-evaluation process, which is used by the Board and by each committee of the Board to determine effectiveness and identify opportunities for improvement. Annually at its meeting in March, the Nominating and Governance Committee initiates the self-evaluation process and approves the form of written evaluation questionnaires that are distributed to each director for completion. The written evaluation questionnaires are updated each year as necessary to reflect changes identified in the prior year, any committee charter changes and any suggestions from the directors. The questionnaires solicit feedback on Board composition, Board meeting mechanics including information received, core responsibilities, relationship with management, committee functioning and other relevant matters. Our Chief Legal Officer compiles and summarizes the responses for discussion at the subsequent Board and committee meetings. In addition, on an ongoing basis, the ChairmanChair meets with each director individually to solicit feedback with respect to both the full Board and any committee on which the director serves, in addition to individual director performance and Board dynamics. Our Board utilizes the results of these 24 |   2021 Proxy Statement TABLE OF CONTENTS CORPORATE GOVERNANCE evaluations in making decisions on Board agendas, Board structure, committee responsibilities and agendas, information presented to the Board, and continued service of individual directors on the Board. This information is then shared with the Board, and appropriate actions or changes are then identified. No Mandatory Retirement Age orAge; No Term Limits.   Our Corporate Governance Guidelines set forth that we do not believe that mandatory retirement ages or term limits serve our needs. The Board periodically evaluates the performance and qualifications of individual directors in connection with the nomination process.process, including the appropriate time for retirement of directors. However, no director after having attained the age of 72 years will be nominated for re-election to the Board unless the Board determines that the nomination is in the best interests of the Company. In addition, although the Nominating and Governance Committee will consider length of service in recommending candidates for re-election, the Board does not believe that adopting a set term limit for directors serves our interests. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into our operations and our strategic direction. The Nominating and Governance Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as deemed necessary and in our best interests and the best interests of our stockholders. DIRECTOR COMPENSATION Director Compensation.  This section describes compensation for our non-employee directors. To attract and retain highly qualified candidates to serve on the Board, we provide a combination of cash and equity awards. Our non-employee director compensation is reviewed annually by our Nominating and Governance Committee with the assistance of Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’sCommittee's independent compensation consultant. The Nominating and Governance Committee, with the assistance of Meridian, reviewed the amount and composition of director compensation for 20182020 and recommended an increase of $7,500 in the value of the equity portion of the annual retainer and $7,500 in the cash portion of the annual retainer we provideno changes as compared to our non-employee directors, which was implemented.2019. A full-time employee who serves as a director does not receive any additional compensation for service on the Board. Consequently,Accordingly, because Mr. Hamrock is also our President and CEO, he does not receive additional compensation for his service as a Board member. Each For 2020, each non-employee director receivesreceived an annual retainer of $235,000, consisting of $97,500 in cash and an award of restricted stock units (“RSUs”) valued at $137,500 at the time of the award.grant. The cash retainer is paid in arrears in four equal installments at the end of each calendar quarter. The restricted stock units RSUs are awarded annually, and the number of restricted stock unitsRSUs is determined by dividing the value of the grant by the closing price of our common stock on the grant date. Restricted stock units areThe RSUs granted following the Company’s 2020 annual meeting of stockholders were granted under the NiSource Inc. 2020 Omnibus Incentive Plan (“2020 Omnibus Plan”), while RSU awards granted prior to non-employee directorsthe 2020 annual meeting of stockholders were granted under the NiSource Inc. 2010 Omnibus Incentive Plan (“2010 Omnibus Plan”), which was approved by. Unless the stockholders on May 11, 2010, and re-approved on May 12, 2015. Additionally, each non-employee director who serves as chairelects to defer receipt of a Board committee receives compensation for this responsibility. The annual committee chair fees are $20,000 for each ofhis or her RSU awards, the standing committees. The Chairman of the Board receives additional annual compensation of $160,000 for his role and the Vice Chairman of the Board receives additional annual compensation of $75,000 for his role. These fees are paid in cash in arrears in four equal installments and are prorated in the case of partial year service. All Other Compensation.   The other compensation included under the column “All Other Compensation” in the 2018 Director Compensation Table below consists of matching contributions made by the NiSource Charitable Foundation. Omnibus Plan.   The Omnibus Plan permits equity awards to be made to non-employee directors in the form of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. Except as provided below, terms and conditions of awards to non-employee directors are determined by the Board prior to grant. Since May 11, 2010, awards to directors have been made under the Omnibus Plan. Awards of restricted stock units associated with periods prior to June 1, 2011, vested immediately, but are not distributed in shares of common stock until after the director separates from the Board. Awards of restricted stock units made after June 1, 2011, vest andRSUs are payable in shares of our common stock on the earlier to occur of: (a) the last day of the director’s annual term for which the restricted stock unitsRSUs are awarded; or (b) the date that the director separates from servicethe Board due to a “Change-in-Control” (as defined in the 2020 Omnibus Plan)Plan or 2010 Omnibus Plan (the “Omnibus Plan”), as applicable); provided, however, that effective in 2015, any director that commences servicesservice on the Board after the start of an annual term vestswill vest on the first anniversary of the initial grant; and, provided further, that ingrant. The RSU awards also contain pro-rata vesting provisions for a separation from the event that the director separates from serviceBoard due to retirement, death or disability. RSUs accrue dividends prior to settlement in shares of our common stock. If a non-employee director elects to defer receipt of his or her RSUs, then such time as a result of “Retirement” (defined as the cessation of services after providing a minimum of five continuous years of service as a member of the Board), death or “Disability” (as defined in the Omnibus Plan), the director’s restricted stock unit awards will pro rata vest in an amount determined by using a fraction, where the numerator is the number of full or partial calendar months elapsed between the grant date and the date of the director’s Retirement, death or Disability, and the denominator of which is the number of full or partial calendar months elapsed between the grant date and the last day of the director’s annual term for which the director is elected that corresponds to the year in which the restricteddeferred stock units are awarded. The vested restricted stock units awarded on or after June 1, 2011, are payable as soon as practicable following vesting, unless otherwise provided pursuant to any election the non-employee director may have made to defer distribution. With respect to restricted stock units that have not been distributed, additional restricted stock units are credited to each non-employee director to reflect dividendswill be paid to stockholders on common stock. The restricted stock units have no voting or other stock ownership rights and are payable in shares of our common stock upon distribution. the non-employee director's separation from the Board or such other date selected by the non-employee director. 20 Each non-employee director who serves as chair of a Board committee receives compensation for the additional responsibilities associated with such service. The 2020 committee chair fees were $20,000 for each of the standing committees. The Chair of the Board received additional annual compensation of $160,000 for his role. These fees are paid in cash in arrears in four equal installments and are prorated in the case of partial year service. All Other Compensation.  The compensation included under the column “All Other Compensation” in the 2020 Director Compensation Table below consists of matching contributions made by the NiSource Charitable Foundation. TABLE OF CONTENTS Director Stock Ownership.  The Board maintains stock ownership requirements for directors that are included in our Corporate Governance Guidelines. Within five years of becoming a non-employee director, each non-employee director is required to hold an amount of our stock with a value equal to five times the annual cash retainer paid to directors. Company stock that counts towards satisfaction of this requirement includes shares purchased on the open market,   2021 Proxy Statement | 25 TABLE OF CONTENTS CORPORATE GOVERNANCE awards of restricted stock or restricted stock units through the prior Non-Employee Director Stock Incentive Plan or Omnibus Plan,RSUs, and shares beneficially owned in a trust or by a spouse or other immediate family member residing in the same household. All of the non-employee director nominees are in compliance with the stock ownership requirements thatguideline or are within the five-year transition period included in the Corporate Governance Guidelines. Each director has a significant portion of his or her compensation directly aligned with long-term stockholder value. Approximately fifty-nine percent (59%) of a non-employee director’s 20182020 annual retainer (valued as of the time of award and excluding committee retainers) consisted of restricted stock units,RSUs, which are converted into common stock when vested and distributed to the director. 26 |   2021 Proxy Statement TABLE OF CONTENTS 2018 2020 DIRECTOR COMPENSATION 2020 Director Compensation The table below sets forth all compensation earned by or paid to our non-employee directors in 2018.2020. Our President and CEO did not receive any additional compensation for his service on the Board. His compensation for serving as President and CEO is discussed in the Executive Compensation section of this Proxy Statement. Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2)(3) All Other Compensation ($)(4) Total ($) Richard A. Abdoo(5)   31,956   — —   31,956   Peter A. Altabef   107,816     137,500     10,000     255,316   Theodore H. Bunting, Jr.(6)   31,417     92,727   —   124,144   Eric L. Butler   94,859     137,500     5,000     237,359   Aristides S. Candris   114,859     137,500     10,000     262,359   Wayne S. DeVeydt   94,859     137,500   —   232,359   Deborah A. Henretta   94,859     137,500     10,000     242,359   Michael E. Jesanis   114,859     137,500     10,000     262,359   Kevin T. Kabat   184,819     137,500   —   322,319   Richard L. Thompson   261,902     137,500     10,000     409,402   Carolyn Y. Woo   114,859     137,500     9,500     261,859   ​ Name ​ ​ Fees Earned or Paid in Cash ($)(1) ​ ​ Stock Awards ($)(2)(3) ​ ​ All Other Compensation ($)(4) ​ ​ Total ($) ​ ​ Peter A. Altabef ​ ​ 117,500 ​ ​ 137,500 ​ ​ 10,000 ​ ​ 265,000 ​ ​ Theodore H. Bunting, Jr. ​ ​ 109,866 ​ ​ 137,500 ​ ​ — ​ ​ 247,366 ​ ​ Eric L. Butler ​ ​ 117,500 ​ ​ 137,500 ​ ​ — ​ ​ 255,000 ​ ​ Aristides S. Candris ​ ​ 117,500 ​ ​ 137,500 ​ ​ 10,000 ​ ​ 265,000 ​ ​ Wayne S. DeVeydt ​ ​ 97,500 ​ ​ 137,500 ​ ​ 10,000 ​ ​ 245,000 ​ ​ Deborah A. Henretta ​ ​ 97,500 ​ ​ 137,500 ​ ​ — ​ ​ 235,000 ​ ​ Deborah A. P. Hersman ​ ​ 97,500 ​ ​ 137,500 ​ ​ 5,000 ​ ​ 240,000 ​ ​ Michael E. Jesanis ​ ​ 105,188 ​ ​ 137,500 ​ ​ 20,000 ​ ​ 262,688 ​ ​ Kevin T. Kabat ​ ​ 269,866 ​ ​ 137,500 ​ ​ — ​ ​ 407,366 ​ ​ Carolyn Y. Woo ​ ​ 105,188 ​ ​ 137,500 ​ ​ 3,200 ​ ​ 245,888 ​ ​ Lloyd M. Yates ​ ​ 79,153 ​ ​ 164,623 ​ ​ — ​ ​ 243,776 ​ (1) The fees shown include the annual cash retainer and any Board and chair fees paid during the year to each non-employee director. With respect to Messrs. Abdoo and Bunting,Mr. Yates, the fees were prorated for partial year service on the Board; with respect to Messrs. Altabef,Butler, Jesanis, Kabat and ThompsonMs. Woo the fees were prorated for partial year service as committee chairs. Mr. Abdoo, who did not stand for reelection in 2018, served on the Board until May 8, 2018. Mr. BuntingYates was appointed to the Board on September 5, 2018.March 9, 2020. (2) The amounts shown reflect the grant date fair value of awards computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For restricted stock units,RSUs, the grant date fair value is the number of shares multiplied by the closing price of our stock on the award date. EachOn May 19, 2020, each non-employee director who was elected on May 8, 2018, received an award of restricted stock unitsRSUs valued at $137,500, which was equal to approximately 5,478 restricted stock units5,965 RSUs valued at $25.10$23.05 per unit, the closing price of our common stock on that date. See “Security OwnershipThe amount for Mr. Yates also includes a pro-rated award equal to approximately 980 RSUs valued at $27.69 per unit, the closing price of Certain Beneficial Owners and Management” and the footnotes to that table for information regarding the number of shares ofour common stock held by each current director as ofon March 1, 2019.9, 2020. (3) As of December 31, 2018,2020, the number of equity awards (in the form of restrictedRSUs or deferred stock units) that were outstanding for each non-employee director was as follows: Mr. Abdoo, 0; Mr. Altabef, 5,559;6,073; Mr. Bunting, 3,392;14,888; Mr. Butler, 5,559;6,073; Dr. Candris, 38,182;51,938; Mr. DeVeydt, 11,195;23,198; Ms. Henretta, 23,165;35,946; Ms. Hersman, 10,899; Mr. Jesanis, 5,559;6,073; Mr. Kabat, 5,559; Mr. Thompson, 63,900; and6,073; Dr. Woo, 33,767.42,034; and Mr. Yates, 7,079. (4) The amounts shown reflect matching contributions made by the NiSource Charitable Foundation under the Director Charitable Match Program. The Foundation matches up to $10,000 annually in contributions by any non-employee director to approved tax-exempt charitable organizations. Any amount not utilized for the match in the year it is first available is carried over to the following year. (5) Mr. Abdoo served on the Board until May 8, 2018. (6) The amount shown in the Stock Awards column for Mr. Bunting is a pro-rated award which was equal to approximately 3,367 restricted stock units valued at $27.54 per unit, the closing price of our common stock on September 5, 2018, the date of his appointment to the Board. 21   2021 Proxy Statement | 27 TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows as of March 1, 2019,30, 2021, the number of shares of our outstanding common stock beneficially owned by: (i) each of our directors; (ii) each of the Named Executive Officers; (iii) our directors and executive officers as a group; and (iv) beneficial owners of more than 5% of our outstanding common stock (based solely on the Schedule 13G filings and any amendments thereto filed with the SEC on or before March 1, 2019)30, 2021) except as noted below. None of the Named Executive Officers or directors has any outstanding stock options as of that date. The business address of each of our directors and executive officers is our address. Name and Address of Beneficial Owner Number of Shares of Common Stock Beneficially Owned Percent of Class Outstanding 5% Owners             T. Rowe Price Associates, Inc.(1) 100 East Pratt Street Baltimore, MD 21202   61,526,324     16.5 % The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355   41,591,007     11.2 % BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055   32,194,606     8.7 % Directors and Executive Officers             Peter A. Altabef(4)   7,166   * Donald E. Brown(5)   73,144   * Theodore H. Bunting, Jr(4) — * Eric L. Butler(4)   8,243   * Aristides S. Candris(4)   12,769   * Wayne S. DeVeydt(4)   11,613   * Joseph Hamrock(5)   394,708   * Deborah A. Henretta(4)   1,294   * Carrie J. Hightman (5)(6)   352,034   * Michael E. Jesanis(4)   32,400   * Kevin T. Kabat(4)   17,006   * Violet G. Sistovaris(5)   153,979   * Richard L. Thompson(4)   37,226   * Pablo A. Vegas(5)   69,487   * Carolyn Y. Woo(4)   39,486   * All directors and executive officers as a group (18 persons)   1,277,751   * ​ Name and Address of Beneficial Owner ​ ​ Number of Shares of Common Stock Beneficially Owned ​ ​ Percent of Class Outstanding ​ ​ 5% Owners ​ ​ ​ ​ ​ ​ T. Rowe Price Associates, Inc.(1) 100 E. Pratt Street Baltimore, MD 21202 ​ ​ 60,249,172 ​ ​ 15.7% ​ ​ The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 ​ ​ 43,494,108 ​ ​ 11.4% ​ ​ BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 ​ ​ 41,879,459 ​ ​ 10.9% ​ ​   ​ ​ ​ ​ ​ ​ Directors and Executive Officers ​ ​ ​ ​ ​ ​ Peter A. Altabef(4) ​ ​ ​24,047 ​ ​ * ​ ​ Donald E. Brown(5) ​ ​ ​106,771 ​ ​ * ​ ​ Theodore H. Bunting, Jr(4) ​ ​ ​9,706 ​ ​ * ​ ​ Eric L. Butler(4) ​ ​ ​25,124 ​ ​ * ​ ​ Aristides S. Candris(4) ​ ​ ​16,963 ​ ​ * ​ ​ Wayne S. DeVeydt(4) ​ ​ ​29,355 ​ ​ * ​ ​ Joseph Hamrock(5) ​ ​ ​495,752 ​ ​ * ​ ​ Deborah A. Henretta(4) ​ ​ ​3,808 ​ ​ * ​ ​ Deborah A. P. Hersman(4) ​ ​ ​8,568 ​ ​ * ​ ​ Carrie J. Hightman(6) ​ ​ ​343,158 ​ ​ * ​ ​ Michael E. Jesanis(4) ​ ​ ​39,281 ​ ​ * ​ ​ Kevin T. Kabat(4) ​ ​ ​33,887 ​ ​ * ​ ​ Violet G. Sistovaris(5) ​ ​ ​149,904 ​ ​ * ​ ​ Pablo A. Vegas(5) ​ ​ ​56,543 ​ ​ * ​ ​ Carolyn Y. Woo(4) ​ ​ ​51,930 ​ ​ * ​ ​ Lloyd M. Yates(4) ​ ​ ​17,147 ​ ​ * ​ ​ All directors and executive officers as a group (23 persons) ​ ​ ​1,447,647 ​ ​ * ​ *Less than 1% * Less than 1% (1) As reported on an amendment to statement on Schedule 13G/A filed with the SEC on behalf of T. Rowe Price Associates, Inc. on February 14, 2019.16, 2021. T. Rowe Price Associates, Inc. reported sole voting power with respect to 19,349,26720,318,388 shares and sole dispositive power with respect to 61,526,324 shares reported as beneficially owned.60,249,172 shares. (2) As reported on an amendment to statement on Schedule 13G/A filed with the SEC on behalf of The Vanguard Group on February 11, 2019.10, 2021. The Vanguard Group reported sole voting power with respect to 489,941 shares, shared voting power with respect to 172,007842,779 shares, sole dispositive power with respect to 41,000,08141,563,252 shares and shared dispositive power with respect to 590,9261,930,856 shares. 28 |   2021 Proxy Statement TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT (3) As reported on an amendment to statement on Schedule 13G/A filed with the SEC on behalf of BlackRock, Inc. on February 6, 2019.January 26, 2021. BlackRock, Inc. reported sole voting power with respect to 29,259,63138,757,623 shares and sole dispositive power with respect to 32,194,60641,879,459 shares reported. (4) Does not include restricted stock unitsRSUs issued under the Omnibus Plan and the former Non-Employee Director Stock Incentive Plan unless the shares have been distributed or the non-employee director has the right to acquire the shares within 60 days of March 1, 2019.30, 2021. (5) Includes shares held in our 401(k) Plan and shares that are distributable within 60 days of March 1, 2019.30, 2021. (6) (6) As of January 29, 2021, the date of Ms. Hightman’s separation. Includes shares held in our 401(k) Plan and shares owned by a trust over which Ms. Hightman maintains investment control and of which one or more of her immediate family members are the sole beneficiaries. 22   2021 Proxy Statement | 29 TABLE OF CONTENTS EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Introduction This CD&A describes Our Named Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Joseph Hamrock President and CEO ​ ​ Donald E. Brown Executive Vice President (“EVP”), CFO and President, NiSource Corporate Services (“NCS”) ​ ​ Carrie J. Hightman* EVP, Chief Legal Officer (“CLO”) and CEO of Columbia Gas of Massachusetts (“CMA”) ​ ​ Violet G. Sistovaris EVP and Chief Experience Officer ​ ​ Pablo A. Vegas EVP, COO and President, NiSource Utilities ​ * Ms. Hightman separated from the Company on January 29, 2021. Executive Overview 2020 Business Developments and Accomplishments Fiscal 2020 was an important transitional year for the Company. We kept our compensation philosophyfocus on execution despite the backdrop of COVID-19 and the material elementssale of the CMA business. This focused execution drove continued investments in our asset modernization programs, enhanced our implementation of a safety management system across all of our 2018 executive compensation program applicableoperating companies, and advanced our transition to renewable energy generation. Throughout the Named Executive Officers. The Named Executive Officers in 2018 were: Joseph Hamrock—Presidentyear, we responded to our customer and Chief Executive Officer (“CEO”) Donald E. Brown—Executive Vice Presidentcommunity needs as relentless champions of safety, service and Chief Financial Officer (“CFO”) Pablo A. Vegas—Executive Vice Presidentcomfort. Our operating companies maintained their commitment to delivering safe and President, Gas Utilities Violet G. Sistovaris—Executive Vice Presidentreliable utility service, while supporting customers through the challenges of COVID-19 by suspending shut offs, stopping late fees and President, Northern Indiana Public Service Company LLC (“NIPSCO”) Carrie J. Hightman—Executive Vice President and Chief Legal Officer (“CLO”) 2018 Business Developments On September 13, 2018, a series of fires and explosions occurred in Lawrence, Andover and North Andover, Massachusetts, related tooffering additional flexible payment plans. Following the delivery of natural gas by our subsidiary, Columbia Gas of Massachusetts (the “Greater Lawrence Incident”). As discussed further below, the Compensation Committee considered the impactclosing of the Greater Lawrence Incident when evaluating 2018 performance which resultedCMA transaction in no payoutsOctober, we repositioned our leadership and launched a Company-wide, multi-year initiative to enhance efficiencies and reduce overhead costs as we propel our safety and modernization strategies forward (“NiSource Next”). At the Named Executive Officers under our 2018 annual cash incentive plan. Wesame time, we continued to execute on our established infrastructure-focusedenvironmental, social and investment-driven business strategy, despitegovernance (“ESG”) strategies, which along with NiSource Next, are designed to deliver sustained value over the Greater Lawrence Incident noted above. Key business developments during 2018 included: Investing approximately $1.8 billion of capital acrosslong-term to all our Columbia Gas and NIPSCO utilities in support of long-term safety and service reliability forstakeholders, including our customers, communities and communities.employees. Replacing approximately 302 milesDespite significant transitional and operational achievements in 2020, our performance results and stock price were significantly impacted by COVID-19 and the effect of priority gas pipelines across seven states, with the goalsale of enhancing gas system safetythe CMA business. This resulted in declines in executive pay for 2020 as compared to 2019, as reflected by our short-term cash-based incentive program (“STI”) and reliability, and reducing methane emissions. Replacing approximately 64 miles of underground electric cable and more than 1,300 electric poles in Indiana to further support increased electric reliability. Submitting our 2018 Integrated Resource Plan to the Indiana Utility Regulatory Commission, which outlines the transition of NIPSCO’s electric generation away from coal toward cleaner and more cost-competitive renewable energy sources, with the goal of reducing carbon emissions by more than 90 percent by 2028. Opening a fourth state-of the-art field training center, completing the plans announced in 2016 to enhance training for gas operations employees and local first responders. performance-based stock unit (“PSU”) incentive program results. For illustrative purposes: ■ • Our 2020 STI program paid out at 40% of target, as compared to an STI payout at 62% of target in 2019 ■ Achieving significant industry Our 2018 PSU program that vested based on performance through December 31, 2020 and national recognition, including: being namedcontinued service through February 26, 2021, paid out at a vesting level of approximately 55% of target, as compared to the Dow Jones Sustainability-North America Indexa vesting level of 100% of target for the fifth consecutive year; one of the World’s Most Ethical Companies by the Ethisphere Institute for the eighth consecutive year; one of 104 companies globally in the inaugural Bloomberg Gender Equality Index; one of America’s Best Large Employers by Forbes magazine; the second-highest ranked utility in JUST Capital’s 2018 rankings of America’s Most Just Companies; and being named to the FTSE4Good index, an indexPSUs that measures thevested based on performance of companies demonstrating strong environmental, social and governance practices.through December 31, 2019 30 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Our total shareholder return was two percent for 2018, which underperformed both major utility indices and which also reflected the challenges experienced by the broader utility sector in 2018. Consequently, our shareholder return and share price appreciation fell short of our recent historic trends and the utility indices.   Long-Term Stock Performance Total shareholder return shown in the chart above is calculated by share price appreciation plus the annual dividend amount. The NiSource 2015 share price appreciation and total shareholder return shownbelow reflects growth in the chartsprice of a share of our common stock, assuming dividends are reinvested. Changes to 2021 Compensation Program In January 2021, the Compensation Committee determined that safety will be further emphasized in our 2021 incentive programs by: (1) increasing the weight attributable to safety performance from 10% to 30% in our 2021 STI design; and (2) including a safety performance magnifier in the 2021 PSUs design along with performance magnifiers related to environmental and diversity goals that support our ESG initiatives. Performance related to each magnifier can reduce or increase the ultimate payout of the 2021 PSUs. To further align executive commitment with stockholder interests, and in light of the value creation that is expected through NiSource Next, the Committee considered the pivotal role the current leadership team will have on our long-term performance. The Committee concluded that a special performance-based equity award was essential to incentivize the achievement of the transformative goals required under NiSource Next. Accordingly, the Compensation Committee awarded special PSUs that can be earned only if RTSR is at or above are based onabove a 2014 year-end closing price calculated utilizingutility peer group median over the Bloomberg separation formula taking into account the separation of Columbia Pipeline Group, Inc. from the Company on July 1, 2015 (the “Separation”). next three years. Any earned award is further adjusted by a safety magnifier. 23   2021 Proxy Statement | 31 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Principal Components of CEO 2020 Compensation The graphic below shows that a significant portion of our CEO's total target direct compensation was both performance-based and at-risk consistent with our pay for performance philosophy. * Total Target Direct Compensation reflects our CEO’s annual base salary, target STI and target long-term equity awards ​ 2020 Base Salary (15%) of CEO’s target total direct compensation* ​ ​ ■ ​ ​ Fixed level of cash compensation based on performance, expertise, experience and market practice ​ ​ 2020 STI (18%) of our CEO’s target total direct compensation ​ ​ ■ ​ ​ 100% performance-based compensation that is earned based on Company’s performance measured by financial performance (weighted 75%) and safety and customer care goals (weighted 25%) over a one-year performance period ​ ​ ■ ​ ​ Performance goals are directly aligned with Company’s annual financial plan and key business imperatives ​ ​ 2020 RSUs (13%) of CEO’s total target direct compensation ​ ​ ■ ​ ​ At-risk compensation as value fluctuates based on our stock price performance ​ ​ ■ ​ ​ RSUs vest over a three-year period ​ ​ ■ ​ ​ Aligns interests of CEO with those of our stockholders ​ ​ ■ ​ ​ Encourages retention ​ ​ 2020 PSUs (54%) of CEO’s total target direct compensation ​ ​ ■ ​ ​ 100% performance-based compensation that is earned over a three-year performance period based on Company financial performance, key business imperatives and RTSR ​ ​ ■ ​ ​ Drives and rewards sustained performance ​ ​ ■ ​ ​ Aligns interests of CEO with those of our stockholders ​ ​ ■ ​ ​ Encourages retention ​ 32 |   2021 Proxy Statement 2018TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Business Performance Affecting Fiscal 2020 Pay Outcomes Incentive Payouts. The below graphics summarize, by each Compensation Committee Notable Actions Duringapproved performance measure, target performance goals, achieved results and percentage of target STI earned in 2020 and 2018 PSUs earned over the Compensation Committee made the following key decisions with respect to 2018 compensation: Recommended2018-2020 performance period. Prior to the independent memberspayment of the Board an increaseany 2020 STI or any 2018 PSUs, a threshold net operating earnings per share (“NOEPS”) trigger must be met. NOEPS is a non-GAAP measure described later in our CEO’s base salary and the grant date value of his 2018 annual long-term equity incentive opportunity for the reasons explained in “Compensation Committee Actions Related to 2018 Compensation” in the sections entitled “2018 Base Salaries” and “2018 LTIP Awards,” respectively. Approved increases in base salary and increases in the grant date value of the 2018 annual long-term equity incentive opportunities for Messrs. Brown and Vegas and Ms. Sistovaris for the reasons explained in “Compensation Committee Actions Related to 2018 Compensation” in the sections entitled “2018 Base Salaries” and “2018 LTIP Awards,” respectively. Approved uniform trigger and stretch award opportunities of 40% and 160% of target opportunity, respectively, under the annual cash performance-based incentive plan, which is intended to provide consistent motivation towards achieving stretch performance goals. Approved an increase in the target opportunities for Mr. Vegas and Ms. Sistovaris under the annual cash performance-based incentive plan for the reasons explained in “Compensation Committee Actions Related to 2018 Compensation”this CD&A in the section entitled “2018 Cash Incentive Plan.“STI.” 2020 STI Approved a redesigned annual long-term incentive program (1) Although we reported 2020 NOEPS results of $1.32, our threshold financial performance trigger of $1.34 NOEPS was met for STI purposes after partially adjusting for the impact of the COVID-19 pandemic on the Company’s operations. Based on our weighted achievement for all measures and after the Compensation Committee’s exercise of discretion to cap the formulaic payouts under the program, the 2020 STI paid out at 40% of target, the trigger level of performance under the 2020 STI program, as further described later in the CD&A in the section entitled “STI.” 2018 to enhance its retentive characteristics by adding service-based restricted stock units (“RSUs”) to the mix of long-term equity incentives resulting in a long-term incentive program delivered in the form of performance-based restricted stock units (“PSUs”) (weighted 80%) and RSUs (weighted 20%).PSUs Refined the PSU performance goals as compared to prior years by adding operational performance goals to the mix of financial and relative performance goals in order to (i) continue to incentivize financial performance with 80% (1) We reported 2018, 2019 and 2020 cumulative NOEPS results of $3.94, in excess of the $3.88 cumulative NOEPS trigger for the 2018-2020 performance period. While the Compensation Committee applied a COVID-19 adjustment to 2020 NOEPS results for long-term incentive program (“LTI”) purposes, our adjusted cumulative NOEPS results of $3.99 still fell short of our target of $4.08. Our RTSR performance was in the bottom quartile resulting in a 25% reduction in the number of PSUs earned. The COVID-19 adjustment and our RTSR performance are described later in this CD&A in the section entitled “LTI.” (2) Three-year Customer Value Framework goals relate to safety, customer care, cost containment, organizational culture and   2021 Proxy Statement | 33 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) environmental impact. Two of the target PSUs vesting based on the achievement of a financial performance goal, subject to a +/- 25% vesting modifier based on relative total shareholder return (“RTSR”) performancefive Customer Value Framework goals were met (cost containment and (ii) further incentivize individual performanceenvironmental impact) and drive accountability by tying the vesting of 20% of the target PSUs to the achievement of key business imperatives and a financial vesting trigger, as further explained in the sections entitled “Long-Term Incentive Program” and “2018 LTIP Awards.” Greater Lawrence Incident In January 2019, the Compensation Committee applied negative discretion retained byelected not to apply the individual performance modifier, as described later in this CD&A in the section entitled “LTI.” The Compensation Committee undermaintains policies and procedures that it believes represent best practices in corporate governance that effectively protect the Omnibus Plan to entirely eliminate 2018 annual cash incentive plan payouts to the Named interests of our stockholders. ■ Link majority of pay to performance (72% of CEO total target direct compensation is performance-based) ■ Trigger change in control severance benefits upon a qualifying termination of employment following a change in control (i.e., double-trigger) ■ Require certain executives to maintain minimum stock ownership levels ■ Maintain compensation recoupment “clawback” policy ■ Use an independent compensation consultant ■ Annual Say-on-Pay vote Executive Officers in lightCompensation Decision Making Our Objectives We believe highly-qualified executive talent is an essential driver of the Greater Lawrence Incident. For details, please see the sections entitled “2018 Cash Incentive Plan” and “Implicationssuccessful achievement of the Greater Lawrence Incident.” Our Executive Compensation Philosophy our business objectives. The key design priorities of our 20182020 executive compensation program were to: Maintain a financially responsible program that is aligned with our strategic plan to build stockholder value and support long-term, sustainable earnings and dividend growth. Provide a total compensation package that is aligned with the standards in our industry thereby enhancing our ability to: ​ − Provide a competitive total target direct compensation package that enables us to: ​ ​ Our executive compensation program is designed to: ​ ​ • ​ ​ Attract and retain talented executives ​ ​ • ​ ​ Align with competitive compensation opportunities;our strategic plan to build stockholder value and support long-term, sustainable earnings and dividend growth ​ ​ − • ​ ​ Motivate and reward executives for sustaining high performance; and performance −​ ​ • ​ ​ Ensure that significant portions of pay opportunity remain at-risk for failure to achieve our business objectives.objectives relating to financial performance, safety, customer care, organizational culture and environmental impact ​ ​ • ​ ​ Reward executives based upon level of responsibility and individual performance ​ ​ • ​ ​ Create a strong correlation between pay and performance ​ Reward executives based upon level of responsibility and performance, as measured by the individual’s contribution to the Company’s achievement of its business objectives. Provide compensation that is both competitive with the market for executive talent and appropriately correlated to Company performance so that the executive receives increased payouts under our incentive programs when Company performance is high and decreased payouts under our incentive programs when Company performance is low. Comply with applicable laws and regulations. The Compensation Committee believes that our executive compensation program is thoughtfully and effectively constructed to fulfill our compensation objectives and reward effective leadership decisions that createsupport the creation of value for all our stockholders,stakeholders: customers, employees, communities and other key stakeholders. Overviewstockholders. Pay Factors Each year, the Compensation Committee is responsible for reviewing and approving (or, in the case of Our 2018 Executive Compensation Program We design our executive compensation programCEO, recommending to attract, retain and motivate highly-qualified executive talent. We believe highly-qualified executive talent is an essential driverthe independent members of the Company’s success in achieving its business objectives. Board for approval) each element of total target direct compensation for our Named Executive Officers. With respect to each Named Executive Officer, the Compensation Committee’s fiscal year 2020 determinations and recommendations were based primarily on the following factors (“Pay Factors”): ■ Corporate performance and attainment of our established business and financial goals ■ Competitiveness of our compensation program (and each Named Executive Officer’s total target direct compensation and each element of compensation) based upon competitive market data ■ The Named Executive Officer’s position, experience, role, responsibilities and performance relative to achievement of business goals ■ Internal pay equity ■ Mix of variable at-risk versus fixed pay 24 34 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) ■ Mix of cash versus equity pay In addition, the Compensation Committee considered compensation recommendations from our CEO, Mr. Hamrock, reflecting his assessment of each Named Executive Officer’s performance (other than his own performance). The Compensation Committee separately evaluated Mr. Hamrock’s performance to develop its compensation recommendation for review and approval by the independent members of the Board. Our CEO is not involved in making recommendations with respect to his compensation. 2020 Say-on-Pay Results When making decisions about our executive compensation program, the Compensation Committee takes into account the stockholders’ views of such matters. In 2020, approximately 97% of the votes cast by our investors were voted in favor of our Say-on-Pay Proposal at our 2020 annual meeting of stockholders. No changes were made to the design of our executive compensation program in response to the 2020 Say-on-Pay vote. Our Executive Compensation Program 2020 Overview The following are principal annual elements of compensation that we provide to our executive officers, including all of the Named Executive Officers, and all our executives, are: base salary, annual short-term performance-based cash incentives, and long-term performance-based and service-based equity incentive awards. We use short- and long-term performance-based compensation to motivate our executives to meet and exceed our short- and long-term business objectives. We included service-based equityOfficers: ■ Base salary – designed to provide our employees, including the Named Executive Officers, with a level of fixed pay that is commensurate with the employee’s role and responsibility ■ STI – designed to motivate our Named Executive Officers to meet and exceed our business objectives over a one-year performance period ■ PSUs – designed to motivate our Named Executive Officers to meet and exceed our business objectives over a sustained period of time (e.g., three-year performance period) and align the interests of our Named Executive Officers with those of our stockholders ■ RSUs – designed to retain our Named Executive Officers and align the interests of our Named Executive Officers with those of our stockholders In addition, during 2020, the Compensation Committee granted special retention awards in the 2018 executive compensation programform of RSUs and cash-based awards to certain Named Executive Officers. For more information regarding these awards, see the “Special Retention Awards” section later in order to enhance the attractivenessthis CD&A under “Executive Compensation Elements.” 2020 Executive Compensation Pay Mix and talent retention aspects of our executive compensation program. Our long-term incentive program is denominated entirely in common stock to align the interests of executives with those of our stockholders as the ultimate value of our long-term incentive compensation is determined by the performance of our stock. The principal elements of our 2018 total compensation program, time horizon and design objectives of each element are shown below. Total Target Direct Compensation Elements of Total Compensation and Compensation Design Priorities Element of Total Compensation Form of Compensation Talent Attraction Alignment with Stockholder Interest Talent Retention Short-term: Base Salary Cash ✔ ✔ ✔ Annual Performance-Based Cash Incentive Cash ✔ ✔ ✔ Long-term: Long-Term Equity Incentive PSUs ✔ ✔ ✔ RSUs ✔ ✔ ✔ We generally strive for total target totaldirect compensation (base salary, annual short-term performance-based cash incentives and long-term equity incentive awards) to be competitive with the compensation paid to similarly positioned executives at companies within our compensation peer group (the “Comparator Group”) as described in the section entitled “Our Executive Compensation Process - Competitive Market Review.”. We do not, however, manage pay to a stipulated percentile of the Comparator Group practices. When making decisions about our executive compensation program, For 2020, the Compensation Committee takes into accountapproved a mix of pay that is intended to balance short-term and long-term incentives and to focus the stockholders’ viewefforts of such matters. In 2018, approximately 97% of the votes cast by our investors were voted in favor of our Say-on-Pay Proposal at our 2018 annual meeting of stockholders. No changes were made to the design of our executive compensation program in response to the 2018 stockholder vote. Our Executive Compensation Mix We believe that a significant percentage of total compensation for the Named Executive Officers should consiston the achievement of variableboth short-term business objectives and at-risk compensation.long-term strategic objectives. The Compensation Committee believes the appropriate mixmajority of compensation elements should take into account the Company’s financial and strategic objectives, the competitive environment, retentive elements, Company performance, individual performance and responsibilities, and evolving governance practices. Additionally, the Compensation Committee reviews and assesses totalour Named Executive OfficerOfficers’ compensation is in the form of equity awards to evaluate whether we offer well-balanced incentives for senior executives to focus on servingfurther align the interests of the Company and its stockholders. The following charts illustrate the extent to which 2018 target total compensation for our CEO and the other Named Executive Officers was payable in fixed (base salary) and variable and at-risk (annual performance-based cash incentive payable at the target level and the grant date fair valuewith those of the annual long-term performance-based equity incentive award payable at the target level) formats.   our stockholders. 25   2021 Proxy Statement | 35 TABLE OF CONTENTS Target Total Compensation Named Executive Officer Annualized Base Salary ($) Annual Cash Incentive Target ($) RSUs ($) PSUs Target ($) Total ($) Joseph Hamrock President and CEO   1,000,000     1,200,000     860,000     3,440,000     6,500,000   Donald E. Brown Executive Vice President and CFO   575,000     431,250     190,000     760,000     1,956,250   Pablo A. Vegas Executive Vice President and President, Gas Utilities   525,000     393,750     190,000     760,000     1,868,750   Violet G. Sistovaris Executive Vice President and President, NIPSCO   475,000     332,500     140,000     560,000     1,507,500   Carrie J. Hightman Executive Vice President and CLO   490,000     294,000     140,000     560,000     1,484,000   COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Principal Elements The following charts show the mix of Our 2018 Executive Compensation Program Base Salary Base salary is designed to provide2020 total target direct compensation for our CEO, the average total target direct compensation for other Named Executive Officers and all our other employees, with a level of fixed paythe portion that is commensurate withperformance based and/or at-risk. For purposes of these charts, the employee’s rolepercentage of total target direct compensation was determined based on the annual base salary and responsibility. We believe that by deliveringtarget incentive opportunities applicable to the Named Executive Officer as of December 31, 2020. The following table shows 2020 total target direct compensation and each element of total target direct compensation for each Named Executive Officer based on the annual base salaries that are reflectivesalary and target incentive opportunities applicable to the Named Executive Officer as of market norms, we are well-positioned to attract, retainDecember 31, 2020. ​ Total Target Direct Compensation(1) ​ ​ Named Executive Officer ​ ​ Annualized Base Salary ($) ​ ​ Annual Incentive Target ($) ​ ​ PSUs Target ($) ​ ​ RSUs(1) ($) ​ ​ Total ($) ​ ​ Joseph Hamrock ​ ​ 1,000,000 ​ ​ 1,200,000 ​ ​ 3,520,000 ​ ​ 880,000 ​ ​ 6,600,000 ​ ​ Donald E. Brown ​ ​ 600,000 ​ ​ 450,000 ​ ​ 920,000 ​ ​ 230,000 ​ ​ 2,200,000 ​ ​ Carrie J. Hightman ​ ​ 500,000 ​ ​ 325,000 ​ ​ 640,000 ​ ​ 160,000 ​ ​ 1,625,000 ​ ​ Violet G. Sistovaris ​ ​ 500,000 ​ ​ 375,000 ​ ​ 680,000 ​ ​ 170,000 ​ ​ 1,725,000 ​ ​ Pablo A. Vegas ​ ​ 600,000 ​ ​ 450,000 ​ ​ 920,000 ​ ​ 230,000 ​ ​ 2,200,000 ​ (1) Excludes the Special Retention Awards that were granted in January 2020 because such awards do not represent an annual component of our executive compensation program. For more information regarding these awards, see the “Special Retention Awards” section later in this CD&A under “Executive Compensation Elements.” Executive Compensation Elements Base Salary For 2020, based on its consideration of the Pay Factors as discussed above in the section entitled “Executive Compensation Decision Making,” the Compensation Committee (or, in the case of our CEO, the independent members of the Board) approved increased 2020 base salary levels of approximately three percent for Messrs. Brown and motivate top caliber executives in an increasingly competitive labor environment.Vegas and four percent for Mses. Hightman and Sistovaris. The Compensation Committee annually reviews the base salaries of the Named Executive Officers, along with the salaries of all our senior executives, to evaluate whether they are competitive within our industry. In reviewing the base salaries, the Compensation Committee considers the base salaries of similarly situated executives in the Comparator Group. See the section entitled “Our Executive Compensation Process - Competitive Market Review.” The Compensation Committee determines any base salary changes for the Named Executive Officers,also recommended, and all our senior executives, based on a combination of factors that include: competitive pay standards, level of responsibility, experience, internal equity considerations and historical compensation. Additionally, the Compensation Committee considers recommendations from our CEO, Mr. Hamrock, reflecting his assessment of individual Named Executive Officer performance and their contributions to the achievement of business objectives. Mr. Hamrock’s pay is evaluated separately by the Compensation Committee, taking into account those factors reviewed for all other senior executives other than the recommendation from Mr. Hamrock. The Compensation Committee then provides its recommendation regarding CEO compensation to the independent members of the Board approved, a similar three percent 2020 base salary increase for approval. Seeour CEO. These base salary adjustments were to be effective June 1, 2020, however, the section below entitled “CompensationCompensation Committee Actions Related to 2018 Compensation — 2018 Base Salaries” for more information.and, in the case of our CEO, the independent members of our Board, rescinded the base salary adjustments in light of the impact of COVID-19 on our annual financial plan. 36 |   2021 Proxy Statement TABLE OF CONTENTS Annual Performance-Based Cash Incentive Plan (“Cash Incentive Plan”) The Cash Incentive Plan COMPENSATION DISCUSSION AND ANALYSIS (CD&A) STI Our STI provides participants, including the Named Executive Officers, with the opportunity to earn a cash incentive award tied to both Company performance and their individual contributions to our performance. Aperformance over a one-year performance period. For the 2020 performance year, a threshold financial NOEPS trigger of net operating earnings per share (hereafter “NOEPS” as defined in the section entitled “2018 Cash Incentive Plan”) must be metwas required before any cash award maycould be paid under the Cash Incentive Plan. Once the financial trigger is met, awards to the Named Executive Officers, and all our senior executives, are subject to one corporate financial performance goal (weighted 75%) and several operational goals related to customer care and safety (weighted 25%). The NOEPS financial performance goal is determined based on the Company’s annual financial plan, which is approved by the Board at the beginning of the year, and is designed to achieve our goal of creating sustainable stockholder value by growing earnings and providing a strong dividend. The customer care and safety goals are designed to incent achievement of our business imperatives. Additionally, the Compensation Committee retains discretion under the Omnibus Plan to reduce the formulaic payouts determined by the above performance goals to further reflect Company or individual performance. Cash Incentive Plan 75% Financial Performance 25% Customer Care and Safety paid. Importantly, eligibility for participation in the Cash Incentive PlanSTI extends to nearly all our employees. Every eligible employee has an incentive opportunity at trigger, target and stretch levels of performance. Once the threshold NOEPS trigger is met, cash incentive awards are paid based on achieved results against one corporate financial performance goal (NOEPS weighted 75%) and goals in operational focus areas designed to measure our progress in delivering on our key business imperatives of safety and customer care (weighted 25%). The NOEPS financial performance goal is determined based on our annual financial plan, which is approved by the Board, and is designed to support achievement of our goal of creating sustainable stockholder value by growing earnings and providing a strong dividend. The safety and customer care goals are designed to incent achievement of our key business imperatives. In addition, under the terms of the Omnibus Plan, the Compensation Committee retains discretion to adjust STI awards downward, either on a formulaic or discretionary basis. 2020 STI Performance Measures. In January 2020, the Compensation Committee established performance measures and goals to be used to determine the 2020 STI payouts for the Named Executive Officers and all of our other participating employees. For 2020, the Compensation Committee selected the following performance measures for the reasons stated below. Threshold measure. If the threshold performance level (i.e. “trigger”) level of NOEPS financial performance is met, then the amount of cash incentive award paid to the Named Executive Officers would be based on the achievement of goals relating to the performance measures described below. Financial measure (75%): The Compensation Committee identifies expectationsselected NOEPS as a financial measure because it is (i) viewed by the Board as representative of our fundamental earnings strength, (ii) aligned with stockholder value creation, (iii) used internally for all employees, senior executives,budgeting and the Named Executive Officers. With respectreporting to the CEO,Board, and (iv) generally consistent with our external reporting of results. ■ NOEPS is income from continuing operations determined in accordance with Generally Accepted Accounting Principles (“GAAP”), including, without limitation, the impact of incentive payouts and adjusted for certain items, such as fluctuations in weather and other significant unusual events disclosed in our earnings reports (examples of which may include transaction-related costs, debt extinguishment costs or certain income tax items). For 2020, GAAP earnings excluded the following pre-tax non-recurring items: (1) $391.3 million relating to the sale of the CMA business; (2) $243.5 million relating to the early redemption of long-term notes, consisting primarily of early redemption premiums; and (3) $45.8 million for incremental costs incurred in connection with NiSource Next. For details regarding the sale of the CMA business, the loss on debt extinguishment and NiSource Next costs, please see Notes 1-A, 15 and 20-E, respectively, to our consolidated financial statements included in our Annual Report on Form 10-K. Pursuant to the authority of the Compensation Committee to adjust for extraordinary items under the terms of our STI, the 2020 NOEPS result for STI purposes also included an upward adjustment of 2 cents per share to partially offset the impact of COVID-19 on the Company’s operations and NOEPS results. The Compensation Committee applied a full adjustment of 5 cents per share to 2020 NOEPS results for LTI purposes Safety measures (10%): DART rate and National Safety Council Barometer Survey (“NSCBS”) ranking. ■ DART is a measure of employee injuries that resulted in work days missed or restricted or an employee transfer. The Compensation Committee selected this performance measure because it is designed to: (i) incent achievement of a key business imperative; and (ii) track our progress reducing DART occurrences ■ NSCBS is a survey that gauges employee perception of our safety programs and ranks results against a proprietary database of over 800 companies. The Compensation Committee selected this performance measure because it is designed to: (i) incent achievement of a key business imperative; and (ii) track our progress in achieving a safety culture   2021 Proxy Statement | 37 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Customer Care measures (15%): JD Power Studies and 2020 MSR Group Survey. ■ JD Power Studies is a group of surveys used to measure the performance of our operating companies relative to peer companies in the following three areas: (1) Safety/Power Quality and Reliability; (2) Billing and Payment; and (3) Price. The Compensation Committee selected this performance measure because it is designed to: (i) incent achievement of a key business imperative; (ii) track our progress in delivering value to our customers relative to our peers in specific customer perception focus areas; and (iii) align with our stakeholder commitment of top-tier customer brand perception ■ The 2020 MSR Group Survey is a post transaction customer experience survey used to measure our operating companies’ performance. The Compensation Committee selected this performance measure because it is designed to: (i) track our progress in delivering satisfaction to our customers relative to our prior performance; and (ii) align with our stakeholder commitment of top-tier customer satisfaction For 2020, the performance measures were consistent with the 2019 STI design except that the Compensation Committee makes recommendations regarding his awardrefined the Customer Care measure by selecting the JD Power components that more precisely measure customer satisfaction based on customer perception focus areas relating to safety/quality, billing and price, as noted above. 2020 STI Target Opportunity. The Compensation Committee, after taking into account the Pay Factors discussed above in the section entitled “Executive Compensation Decision Making,” approved the following target STI opportunities for consideration and approval byeach Named Executive Officer, with the independent members of the Board. SeeBoard approving the section below entitled “CompensationCEO’s target incentive opportunity. In so doing, the Compensation Committee Actions Relatedapproved increases from 70% to 2018 Compensation — 2018 Cash Incentive Plan” for more information regarding the 2018 Cash Incentive Plan, including incentive opportunities, performance measures and weightings, goals and payouts for each75% of the target opportunity and from 60% to 65% of the target opportunity for Mses. Sistovaris and Hightman, respectively, noting exemplary leadership during 2019 and to further align their target opportunities with the competitive market. The 2020 target opportunities for the other Named Executive Officers. Officers remained the same as compared to 2019. ​ Target Incentive Opportunity ​ ​ Named Executive Officer ​ ​ 2020 Target (% of Salary) ​ ​ 2020 Target Opportunity ($) ​ ​ 2019 Target (% of Salary) ​ ​ 2019 Target Opportunity ($) ​ ​ Joseph Hamrock ​ ​ 120% ​ ​ 1,200,000 ​ ​ 120% ​ ​ 1,200,000 ​ ​ Donald E. Brown ​ ​ 75% ​ ​ 450,000 ​ ​ 75% ​ ​ 450,000 ​ ​ Carrie J. Hightman ​ ​ 65% ​ ​ 325,000 ​ ​ 60% ​ ​ 300,000 ​ ​ Violet G. Sistovaris ​ ​ 75% ​ ​ 375,000 ​ ​ 70% ​ ​ 350,000 ​ ​ Pablo A. Vegas ​ ​ 75% ​ ​ 450,000 ​ ​ 75% ​ ​ 450,000 ​ 2020 STI Performance Goals, Achieved Results and Percentage of Target Earned. The chart below shows each performance measure and weight, target performance goal, achieved results and percentage of target earned. ​ Corporate Measures ​ ​ Weight ​ ​ Trigger ​ ​ Target ​ ​ Stretch ​ ​ Result(1) ​ ​ Weighted Achievement(2) ​ ​ Formulaic Result % of Target(3) ​ ​ NOEPS ​ ​ 75% ​ ​ $1.34 ​ ​ $1.37-39 ​ ​ $1.42 ​ ​ $1.34(3) ​ ​ 30% ​ ​ 40%(3) ​ ​ Safety (DART Rate) ​ ​ 5% ​ ​ .76 ​ ​ .43 ​ ​ .22 ​ ​ .81 ​ ​ 0% ​ ​ Safety (NSCBS) ​ ​ 5% ​ ​ 88% ​ ​ 90% ​ ​ 92% ​ ​ 88.5% ​ ​ 3% ​ ​ Customer Care (JD Power Studies) - Safety/Power Quality and Reliability ​ ​ 5% ​ ​ 794 ​ ​ 798 ​ ​ 802 ​ ​ 797 ​ ​ 4% ​ ​ - Billing and Payment ​ ​ 2.5% ​ ​ 797 ​ ​ 801 ​ ​ 805 ​ ​ 794 ​ ​ 0% ​ ​ - Price ​ ​ 2.5% ​ ​ 703 ​ ​ 706 ​ ​ 710 ​ ​ 702 ​ ​ 0% ​ ​ Customer Care (MSR Group Survey) ​ ​ 5% ​ ​ 87.5% ​ ​ 88% ​ ​ 88.5% ​ ​ 90% ​ ​ 8% ​ (1) If performance results fall between two performance levels (for example, between target and stretch goals), the incentive opportunity is determined by interpolation. (2) Weighted achievement is determined by multiplying the weight by the achievement percentage. Our weighted achievement for all measures would have resulted in a formulaic payout of 45%. (3) The Compensation Committee noted the extraordinary effect of the COVID-19 pandemic on our business and customers and exercised its authority under the terms of the STI program to adjust for extraordinary items. Our 2020 NOEPS result 26 38 |   2021 Proxy Statement TABLE OF CONTENTS Long-Term Incentive Program (“LTIP”) LTIP Design Overview. The LTIP provides COMPENSATION DISCUSSION AND ANALYSIS (CD&A) for STI purposes includes an upward adjustment of 2 cents per share to partially offset the Named Executive Officersimpact of COVID-19 on the Company’s operations and our seniorNOEPS results. Also, the Compensation Committee exercised discretion to cap STI payouts at the trigger level of achievement, which resulted in a payout at 40% of target. LTI 2020 LTI Objectives. Our LTI is designed to align executives with the opportunity to earn shares ofstockholders and promote decision making that is consistent with our stock based on performance and service.long-term business objectives. The 2018 LTIPCompensation Committee believes that our LTI awards: ■ Align the interests of executives with those of our stockholders as the ultimate value of long-term incentive awards is dependent upon the value of our stock ■ Enhance retention of top executive talent ■ Support our objective of paying for performance as 80% of our Named Executive Officer’s LTI grants are performance-based ■ Provide competitive compensation to enable us to recruit and retain top executive talent ■ Offer compensation that emphasizes the value of continuous long-term service ■ Endorse an enterprise-wide mindset of providing value to all stakeholders ■ Drive accountability by aligning the actual value of the award to the achievement of goals relating to safety, customer care, organizational culture improvement and environmental impact 2020 LTI Awards. The 2020 LTI awards consistwere equity-based comprised of PSUs (80% of the 2018 LTIP2020 target LTI award) thatand RSUs (20% of the 2020 target LTI award). The PSUs are eligible to vest based on financial performance and progress with respect to several key business imperatives that we believe build stockholder value for our customers, communities, employees and stockholders, subject to the achievement of a threshold cumulative financial trigger andtrigger. The RSUs (20% of the 2018 LTIP award) that will vest after the completion of a multi-year service condition. For 2018, the Compensation Committee approved a redesignedThe 2020 LTI award program is designed to: Establish a direct link between compensation earned and the achievement of longer-term financial objectives ■ Directly link earned compensation with longer-term financial performance through the grant of 80% of the target PSUs (65% of the 2018 LTIP award) with vesting tied to financial performance, while still maintaining a relative performance goal with the incorporation of a +/- 25% RTSR performance payout modifier with respect to this portion of the 2018 LTIP award. Focus executives on key business imperatives that we believe build stockholder value in the categories of safety, customer care, cost containment, organizational culture and environmental impact, each weighted equally (the “Customer Value Framework”) in order to further align payouts with individual contributions and drive accountability through the grant of 20% of the target PSUs (15% of the 2018 LTIP award) with vesting tied to achievement of goals relating to the Customer Value Framework, with the vesting level subject to modification based on an assessment of the executive’s contributions towards the Company’s achievement of the Customer Value Framework. Enhance retention by rewarding long-term service through the grant of RSUs (20% of the 2018 LTIP award), which vest subject to the executive’s continued employment through a multi-year service period. For 2018, the long-term incentive award was delivered entirely in equity in the form of PSUs and RSUs. The key LTIP design elements that are intended to drive Company financial and operational performance and align with stockholder interests are shown below. PSUs • 80% of the target long-term incentive opportunity • Three-year performance period • 80% of target PSUs (65% of the 2018 LTIP2020 target LTI award) with vesting based ontied to NOEPS performance, subject toadjusted by a +/- 25% RTSR payout modifier based on RTSR performance ■ • Directly link compensation to the achievement of operational goals related to our key business imperatives of safety, customer care, organizational culture improvement and environmental impact (the “Customer Value Framework”) (as more fully described in the section “2020 PSUs”) through the grant of 20% of the target PSUs (15% of the 2018 LTIP2020 target LTI award) with vesting based on Customer Value Framework performance goals and a NOEPS vesting trigger, subjecttied to a payout modifier based on an assessmentachievement of executive’s contribution towards the Customer Value Framework ■ Enhance retention by rewarding long-term service through the grant of service-based RSUs • 20% (20% of the long-term incentive opportunity2020 target LTI award) 2020 LTI Award Target Values. In January 2020, the Compensation Committee approved 2020 LTI awards to senior executives, which includes the Named Executive Officers. The Compensation Committee (or, in the case of our CEO, the independent members of the Board) set the 2020 LTI target award values for each Named Executive Officer at the amounts shown below. The actual value of the 2020 LTI awards, if any, will depend upon Company performance relative to pre-established performance measures and our stock price at the time the awards are settled. ​ Named Executive Officer ​ ​ 2020 Grant Date Face Value ($) ​ ​ 2020 Target Number of PSUs Awarded(1) ​ ​ 2020 Number of RSUs Awarded(2) ​ ​ 2019 Grant Date Face Value ($) ​ ​ Joseph Hamrock ​ ​ 4,400,000 ​ ​ 120,095 ​ ​ 30,024 ​ ​ 4,300,000 ​ ​ Donald E. Brown ​ ​ 1,150,000 ​ ​ 31,615 ​ ​ 7,904 ​ ​ 1,100,000 ​ ​ Carrie J. Hightman ​ ​ 800,000 ​ ​ 21,993 ​ ​ 5,498 ​ ​ 800,000 ​ ​ Violet G. Sistovaris ​ ​ 850,000 ​ ​ 23,368 ​ ​ 5,842 ​ ​ 750,000 ​ ​ Pablo A. Vegas ​ ​ 1,150,000 ​ ​ 31,615 ​ ​ 7,904 ​ ​ 1,100,000 ​ (1) 2020 PSU awards will vest based on Company performance, the application of the RTSR modifier and satisfaction of the service condition (the executive’s continued employment through February 28, 2023). (2) • Vesting subject to2020 RSU awards will vest based on the executive’s continued employment through a multi-year service period (in excess of three years) February 28, 2023.   2021 Proxy Statement | 39 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Based on its consideration of the Pay Factors as discussed above in the section entitled “Executive Compensation Decision Making,” the Compensation Committee approved an increase in the 2020 LTI award target values as compared to 2019 LTI award target values for Messrs. Brown and Vegas and Ms. Sistovaris. Additionally, the Compensation Committee recommended to the independent members of the Board an increase in the 2020 LTI award target value as compared to 2019 LTI award target value for Mr. Hamrock. The 2018independent members of the Board considered and approved the recommendation of the Compensation Committee. In doing so, the Compensation Committee considered the Pay Factors as discussed above in the Section entitled “Executive Compensation Decision Making.” In particular, in considering increases for Messrs. Brown and Vegas and Ms. Sistovaris, and making its recommendation to the independent members of the Board with respect to Mr. Hamrock, the Compensation Committee considered the Pay Factors and the executives’ sustained strong performance in 2019. With respect to Ms. Sistovaris, the Compensation Committee approved an increase of approximately 13%, taking into account the need to further align her pay with: (i) the competitive market; (ii) the other Named Executive Officers; and (iii) the long-term nature of the expectations for her role. No change was made with respect to Ms. Hightman as her LTI award value remained aligned with market levels. 2020 PSUs Overview. The 2020 PSUs (80% of the 2020 target LTI award) are eligible for vesting only if a cumulative NOEPS performance trigger is met over a three-year performance period. In addition, vesting of the PSUs is tied to the executive’s continued employment through February 28, 2023, subject to special vesting rules in the event of death, retirement, disability or a qualifying termination following a change-in-control of the Company prior to the vesting date. Termination for any other reason prior to February 28, 2023 will result in forfeiture of the 2020 PSUs. Threshold measure. A threshold financial trigger of cumulative NOEPS must be met before any PSUs vest and are paid to the Named Executive Officers. If met, then the number of PSUs that vest and are paid to the Named Executive Officers would be based on achievement against goals relating to the performance measures described below. Three-year cumulative NOEPS. If the NOEPS performance trigger is achieved, 80% of the target PSUs (65% of the 2020 target LTI award) are eligible to vest based on NOEPS performance with our RTSR performance used as a modifier that may reduce or increase the number of PSUs that vest. The Compensation Committee selected this measure because it: (i) aligns the interests of our Named Executive Officers with those of our stockholders; and (ii) supports the creation of sustainable stockholder value by growing earnings and providing a strong dividend. The NOEPS result will generally be calculated as discussed above in the section entitled “2020 STI Performance Measures.” ■ The Compensation Committee selected an NOEPS performance measure for both the 2020 PSU grants and the 2020 STI because NOEPS is deemed to be a core driver of both our short-term and long-term financial performance and stockholder value creation for both the short-term and long-term ■ The three-year cumulative NOEPS goal is based on our three-year financial plan. The target three-year cumulative NOEPS performance goal is designed to be achievable with strong management performance over the three-year performance period ■ Three-year cumulative NOEPS results are modified by our RTSR performance. The modifier may reduce or increase by 25% the number of PSUs vested under the NOEPS portion of the 2020 LTI award ■ The Compensation Committee selected cumulative NOEPS and RTSR as a modifier because it believes it is important that each executive has personal financial exposure to the performance of our stock and, therefore, is aligned with the financial interests of stockholders ■ The 2020 PSUs are designed to enhance pay for performance as payouts are directly linked to our absolute performance with respect to a key financial goal of the Company while retaining a relative performance element through the RSTR modifier 2020 Customer Value Framework. The Compensation Committee continued its practice of supplementing the NOEPS measure with additional operational performance measures. If the NOEPS vesting trigger is achieved, the remaining 20% of the target PSUs (15% of the 2020 target LTI award) are eligible to vest based on the Company’s successful execution of the Customer Value Framework, with each category of the Customer Value Framework weighted equally. 40 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) For 2020, the Compensation Committee generally retained the measures used for the 2019 Customer Value Framework, except it eliminated the cost containment measure, reducing the measures from five to four in order to increase the emphasis on the achievement of the remaining non-financial operational performance measures. The 2020 Customer Value Framework consists of the following performance measures: ■ Safety. Safety performance is measured by NSCBS results using 2019 as a baseline. The Compensation Committee selected this performance measure because it is designed to (i) incent achievement of a key business imperative and (ii) track our progress in achieving a safety culture over the three-year performance period ■ Customer Care. Customer Care performance is measured by JD Power Studies results using 2019 as a baseline. The Compensation Committee selected this performance measure because it is designed to (i) incent achievement of a key business imperative, (ii) track our progress in delivering value to our customers relative to our peers in specific customer perception focus areas over the three-year performance period and (iii) align with our stakeholder commitment of top-tier customer brand perception The Compensation Committee utilized NOEPSthe above measures in the Customer Value Framework portion of the 2020 LTI in addition to the 2020 STI to emphasize the significance of these areas of operational focus. ■ Organizational Culture Improvement. Organizational culture improvement is measured through a “Culture Index” using 2019 as a baseline and tracks our performance over the three-year performance period. The Culture Index is based on our yearly employee engagement survey results and is an index of employee perception in four areas in which we wish to deliver value to our employees: (1) engagement; (2) inclusive culture; (3) leadership; and (4) continuous improvement. The Compensation Committee selected this performance measure because it is designed to measure our long-term success in maintaining and enhancing a culture of employee engagement, equality, inclusion and diversity ■ Environmental Impact. Environmental Impact is measured by a Greenhouse Gas Emission Reduction goal for the three-year performance period. The Compensation Committee selected this performance measure as it reflects the importance to the communities we serve that we work to lessen our environmental impact and our commitment to do so The Customer Value Framework is designed to be achievable with strong management execution of the Company’s strategic objectives with respect to safety, customer care, organizational culture improvement and environmental impact. These objectives represent important enterprise-wide value initiatives, the achievement of which requires the coordinated, cross functional efforts of the Named Executive Officers. We believe the Customer Value Framework measures our success building value for the 2018 LTIP award in recognition that this straightforward measure is deemed to support enterprise-wide strategyour customers, communities, employees and performancestockholders and be aligned with stockholder value. This measure was also used as a performance measure in our 2018 Cash Incentive Plan to align with stockholder value over the short-term and long-term. For 2018, both the short- and long-term incentive programs are supplemented by additional measures to strikestrikes an appropriate balance with respect to incentivizing earnings strengthgrowth, non-financial business imperatives and nonfinancial business imperatives.stockholder returns over both the short-term and long-term time horizons.   2021 Proxy Statement | 41 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) The performance measures and goals for the 2020 PSUs are shown below. ​ 2020 PSU Performance Measures ​ ​ Cumulative NOEPS ​ ​ Threshold Goal(1) ​ ​ Measure ​ ​ Trigger, Target and Stretch Goals(1) ​ ​ % of Target LTI(2) ​ ​ % of Award Earned if Modifier is Applied ​ ​ Three-year Cumulative NOEPS: $4.03 ​ ​ Three-year Cumulative NOEPS ​ ​ Trigger (50% Payout): $4.03 ​ ​ 65 ​ ​ RTSR Performance(3) ​ ​ Target (100% Payout): $4.25 ​ ​ Top Quartile = ​ ​ +25% modifier ​ ​ Stretch (200% Payout): $4.47 ​ ​ Bottom Quartile = ​ ​ –25% modifier ​ ​ Customer Value Framework ​ ​ Threshold Goal(1) ​ ​ Measure ​ ​ Categories and Measures ​ ​ % of Target LTI(2) ​ ​ Measures and Goals(4) ​ ​ Three-year Cumulative NOEPS: $4.03 ​ ​ Three-year Customer Value Framework ​ ​ Safety – NSCBS ​ ​ 15 ​ ​ NSCBS– Achieve Top Decile ​ ​ Customer Care – JD Power Studies ​ ​ JD Power Studies – Achieve Top Quartile ​ ​ Culture – Culture Index ​ ​ Culture Index – Achieve Top Quartile ​ ​ Environmental Impact – Greenhouse Gas Emission Reductions ​ ​ Reduce Greenhouse Gas Emissions to 9.76 million tonnes ​ (1) The NOEPS result will generally be calculated as discussed above in the section entitled “2020 STI.” Both the NOEPS and Customer Value Framework PSUs are subject to a threshold financial performance trigger before they are eligible to vest. For NOEPS PSUs, if performance results fall between two performance levels (for example, between target and stretch goals), the incentive opportunity is determined by interpolation. (2) The NOEPS PSUs represent 65% of the target LTI and 80% of the target PSUs. The Customer Value Framework PSUs represent 15% of the target LTI and 20% of the target PSUs. (3) RTSR will be determined by the annualized growth in the price of a share our common stock, assuming dividends are reinvested, over the period beginning December 31, 2019 and ending on December 31, 2022, compared to a similar calculation for a group of 32 energy services companies that are within our industry or providing similar services to ours or with which we compete for the sale of equity capital, 21 of which are in the Comparator Group. (4) Each goal represents 3.75% of the target LTI (5% of the target PSU) and is not eligible for any modifier. 2020 RSUs. The remaining 20% of the 2018 LTIP2020 target LTI award consists of RSUs that will vest based on the executive’s continued employment through February 26, 2021,28, 2023, subject to earlierspecial vesting for certainrules in the event of death, retirement, disability or a qualifying terminationstermination following a change-in-control of employmentthe Company prior to thatthe vesting date. Termination for any other reason prior to February 28, 2023 will result in forfeiture of the 2020 RSUs. This service-based award is designed to reward long-term service with the Company and retain executives over a multi-year service period, thereby addsadding a retention incentive to our compensation mix. Additionally, RSUs are considered by the Compensation Committee to be at-risk and aligned with stockholder interests as the ultimate value of the RSUs will fluctuate based on our stock price performance. 42 |   2021 Proxy Statement TABLE OF CONTENTS Long-Term Performance Goals. COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Special Retention Awards In January 2020, the Compensation Committee granted special retention awards in the form of RSUs and cash-based awards to certain Named Executive Officers, as detailed below. The PSUsCompensation Committee granted these awards to encourage the continued retention of certain senior executives who are subjectcritical to the achievement of a NOEPS performance trigger in order for any vesting to occur. The NOEPS financial performance goal is determined based on the Company’s annual financial plan, which is approved by the Board at the beginning of the performance period,Company (i) overcoming its near-term challenges; and is designed to achieve(ii) progressing towards our goal of creating sustainable stockholder value by growing earningsranking among the country’s premier regulated gas and providingelectric utilities. The Committee set the award size at levels designed to provide a strong dividend. Ifmeaningful incremental incentive in relation to each executive’s total target direct compensation. ​ Named Executive Officer ​ ​ Award Type ​ ​ 2020 Grant Date Face Value/Amount ​ ​ Number of RSUs Awarded ​ ​ Vesting ​ ​ Donald Brown ​ ​ RSU ​ ​ $1,000,000 ​ ​ 34,364 ​ ​ Time-based; four years(1) ​ ​ Cash ​ ​ $1,000,000 ​ ​ __ ​ ​ $500,000 time-based; two years(2) $500,000 time-based; three years(2) ​ ​ Pablo Vegas ​ ​ RSU ​ ​ $1,000,000 ​ ​ 34,364 ​ ​ Time-based; four years(1) ​ ​ Cash ​ ​ $1,000,000 ​ ​ __ ​ ​ $500,000 time-based; two years(2) $500,000 time-based; three years(2) ​ (1) These awards will vest based on the executive’s continued employment through January 30, 2024. Special vesting rules apply in the event of death, retirement, disability or a qualifying termination following a change-in-control of the Company. Termination for any other reason prior to January 30, 2024, will result in forfeiture of the entire award. (2) These awards will vest based on the executive’s continued employment through January 30, 2022 and 2023, respectively. Special vesting rules apply in the event of death, disability or a qualifying termination following a change-in-control of the Company. Termination for any other reason prior to January 30, 2022, will result in forfeiture of the entire award; and, if prior to January 30, 2023, half of the award will be forfeited. Ms. Hightman received a special retention cash-based award of $1,000,000 to ensure her leadership through the regulatory settlement and approval process, transition of operations, personnel and services in completing the sale of the CMA business. This award was scheduled to vest based on her continued employment through January 30, 2022, or earlier upon Mr. Hamrock’s determination that certain CMA transition-related duties had been satisfactorily completed. Special vesting rules applied in the event of death, disability or a qualifying termination following a change-in-control of the Company. Following the closing of the CMA transaction, Mr. Hamrock determined that the CMA transition-related duties were fulfilled and Ms. Hightman had vested in this award during 2020. 2018 PSU Awards In 2018, the Compensation Committee (and, in the case of the CEO, the independent members of the Board) approved LTI awards to the Named Executive Officers in the form of PSUs (80% of the target 2018 LTI award). All the 2018 PSUs were subject to a threshold cumulative NOEPS performance trigger is achieved,trigger. Consistent with the 2020 PSU design, 80% of the target PSUs (65% of the target 2018 LTIPLTI award) willwere eligible to vest based on NOEPS performance above the trigger, as modified by ourwith a +/- 25% RTSR performance (which can reducemodifier to reflect top or increase the vested amount of the award by up to 25%).bottom quartile RTSR performance. The Compensation Committee selected cumulative NOEPS as a goal and RTSR as a modifier because it believes it is important that each executive has personal financial exposure to the performance of our stock and, therefore, is aligned with the financial interests of stockholders. If the NOEPS vesting trigger is achieved, the remaining 20% of the target PSUs (15% of the target 2018 LTIPLTI award) willwere eligible to vest based on the Company’s successful executionachievement of the Customer Value Framework goals and a discretionary assessment of the Named Executive Officer’s contributionscontribution to the Company’s achievement relative to theof such Customer Value Framework goals. Under the 2018 LTIP program design, the Company’s overall Customer Value Framework goal must be met in the respective category before a payout may occur with respect to such category. Once the Company’s Customer Value Framework goal is met, the actual payout for the Customer Value Framework portion of the award is determined based on a discretionary assessment of the individual executive’s contribution to the successful achievement of the respective Customer Value Framework goal over the three-year performance period. 27   2021 Proxy Statement | 43 TABLE OF CONTENTS Provided COMPENSATION DISCUSSION AND ANALYSIS (CD&A) The performance measures, goals and results for the Customer Value Framework goal is met, the CEO performs the discretionary assessment of each Named Executive Officer other than himself and makes a recommendation to2018 PSUs as certified by the Compensation Committee, with the Customer Value Framework vesting level approved by the Compensation Committee. In the case of the CEO, the Compensation Committee performs the discretionary assessment of his performance relative to the Customer Value Framework goals, and the independent members of the Board approve the CEO’s Customer Value Framework vesting level.are shown below. ​ Threshold Goal(1) ​ ​ Trigger, Target and Stretch Three-year Cumulative NOEPS Goals ​ ​ 2018 PSU Results ​ ​ % of Target PSU Earned following application of RTSR Modifier(3) ​ ​ Three-year Cumulative NOEPS: Met ​ ​ Trigger (50% Payout): $3.88 ​ ​ Three-year Cumulative NOEPS $3.99(2) ​ ​ 47.23% ​ ​ Target (100% Payout): $4.08 ​ ​ Stretch (200% Payout): $4.28 ​ ​ Threshold Goal(1) ​ ​ Three-year Customer Value Framework Categories(4) ​ ​ ​ ​ %of Target PSU Earned following Discretionary Individual Assessment(4) ​ ​ Three-year Cumulative NOEPS: Met ​ ​ Safety Customer Care Cost Containment Organizational Culture Environmental Impact ​ ​ 2 of 5 Goals Achieved(4) ​ ​ 7.50% ​ (1) The 2018 PSUs were eligible for vesting only if the cumulative NOEPS performance trigger of $3.88 was met over a three-year performance period. Once the NOEPS threshold was met, both the NOEPS PSUs (65% of the target LTI and 80% of the target PSUs) and Customer Value Framework PSUs (15% of the target LTI and 20% of the target PSUs) were eligible to vest. Our cumulative NOEPS performance from January 1, 2018 through December 31, 2020 was $3.94, as disclosed in our earnings reports for such years. (2) The 2018-2020 cumulative NOEPS result shown consists of 2018, 2019 and 2020 NOEPS results for LTI purposes. In January 2021, the Compensation Committee applied a COVID-19 adjustment to 2020 NOEPS results, which resulted in cumulative NOEPS of $3.99 for LTI purposes. The 2020 NOEPS result was calculated as discussed above in the section entitled “2020 STI Performance Measures” and a COVID-19 adjustment was applied to 2020 NOEPS results for LTI purposes. Under applicable accounting rules, this adjustment to reflect the extraordinary impact of the COVID-19 pandemic resulted in a modification under FASB ASC Topic 718, which will be reflected as additional compensation in the 2021 Summary Compensation Table. (3) Following the Compensation Committee’s adjustment to 2020 NOEPS results for LTI purposes and prior to the application of the -25% RTSR modifier due to the Company’s bottom quartile RTSR performance during the three-year performance period, 62.97% of the target PSU (50.38 % of the target LTI) was eligible to vest based on three-year cumulative NOEPS performance. Absent the 2020 NOEPS COVID-19 adjustment, 52.81% of the target PSU (42.25% of the target LTI) was eligible to vest based on cumulative NOEPS of $3.94 and 39.61% of the target PSU (31.69 % of the target LTI) would have vested following the application of the -25% RTSR modifier. (4) Customer Value Framework goals related to cost containment as measured by achievement of our operating and maintenance financial plan and achievement of the environmental impact goal (reduced greenhouse gas emissions of 17.5% over the performance period of 2018 to 2020). Under the terms of the award agreements, the Compensation Committee retained discretion to determine the vesting level with respect to the Customer Value Framework based on the achievement of such goals and individual performance. Based on performance and the Company’s achievement of two of the five Customer Value Framework goals, 7.50% of the target PSU (6% of the target LTI) vested based on such goals, with the Compensation Committee electing not to increase or decrease the vesting level based on individual performance. 44 |   2021 Proxy Statement TABLE OF CONTENTS Design Considerations. The Compensation Committee believes that the long-term incentive program promotes decision making that is consistent with the Company’s long-term business objectives. When establishing long-term equity incentive opportunity levels for the Named Executive Officers, and our senior executives, the Compensation Committee considers, among other things, the executive’s base salary, the appropriate mix of cash and equity incentive opportunities, prior awards under the LTIP and the compensation practices for similarly situated executives within the Company and at companies in our Comparator Group. The actual value COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Vesting of the 2018 LTIPPSUs remained subject to the executive’s continued employment through February 26, 2021, with Ms. Hightman vesting in a pro-rata portion of her award if any, will depend upon Company performance against pre-established performance measures,based on her satisfying the individual executive’s performanceage and service requirements for retirement under the 2018 PSU award agreements. The following table shows the target number of shares subject to the 2018 PSUs as well as ourthe number of shares of common stock price atthat vested pursuant to the timeterms of the awards are settled. 2018 PSUs. ​ Named Executive Officer ​ ​ Target Number of 2018 PSUs Awarded ​ ​ Number of 2018 PSUs Vested ​ ​ Joseph Hamrock ​ ​ 140,408 ​ ​ 77,268 ​ ​ Donald E. Brown ​ ​ 31,122 ​ ​ 17,127 ​ ​ Carrie J. Hightman ​ ​ 22,932 ​ ​ 12,288(1) ​ ​ Violet G. Sistovaris ​ ​ 22,932 ​ ​ 12,620 ​ ​ Pablo A. Vegas ​ ​ 31,122 ​ ​ 17,127 ​ (1) Reflects the number of 2018 PSUs that vested on a pro-rata basis based on actual performance and the number of months Ms. Hightman was employed by the Company during the vesting period. Other Compensation and Benefits The Named Executive Officers also participate in an executive deferred compensation plan and receive executive severance and change-in-control compensation and benefits, an executive deferred compensation plan, a limited number of perquisites and a number of other broad-based employee benefits that are generally are extended to our entire employee population. These We believe that these other forms of compensation and benefits are aligned with our compensation objectives and are generally comparable to those that are provided to similarly situated executives at other companies of our size and thereby serve the objectives of our compensation program to attract and retain our senior executives. comparable companies. Severance and Change-In-ControlChange-in-Control Benefits . We provide Change-in-Control and Termination Agreements with the intent of ensuring that our senior executivesthe Named Executive Officers continue to apply thoroughly objective judgment to appropriately safeguard stockholder value and maximize investor return in relation to any potential change-in-control. The Change-in-Control and Termination Agreements furnishprovide cash severance benefits upon a double-trigger (meaning there must be both a qualifying change-in-control and termination of employment) and do not include any “gross-up” payments to executives for excise taxes incurred with respect to benefits received under a Change-in-Control and Termination Agreement.change-in-control of the Company. We maintain Change-in-Control and Termination Agreements with each of the Named Executive Officers and all the Named Executive Officers are subject to our executive severance policy. In connection with the closing of the CMA transaction, Ms. Hightman stepped down from her role as CEO of CMA. In addition, Ms. Hightman departed from the Company on January 29, 2021, and her position overseeing the legal function and directing federal government affairs was eliminated as of such date. Due to the elimination of her position, Ms. Hightman became eligible to receive benefits upon her departure under the executive severance policy. Additionally, the Omnibus Plan provides for double-trigger vesting for equity awards that are assumed or replaced by an acquiring company upon a change-in-control; meaning that there must be both a change-in-control and a qualifying termination of employment in order for the equity awards to vest in connection with or following such change-in-control. In the event equity awards are not assumed or replaced in a change-in-control, then the outstanding equity awards will vest upon the occurrence of a change-in-control alone.such change-in-control. For further information regarding the benefits to be received upon termination of employment or change-in-control, seeincluding the table inbenefits received by Ms. Hightman upon her departure, see the section entitled “Potential Payments upon Termination of Employment or a Change-in-Control of the Company” and the accompanying narrative. Perquisites Company.” Perquisites. Perquisites are not a principal element of our executive compensation program. TheyWe provide a limited number of perquisites that are intended to assist executivesthe Named Executive Officers in the performance of their duties on our behalf or to otherwise provide benefits that have a combined personal and business purpose. Generally, we do not reimburse the Named Executive Officers for the payment of personal income taxes they incur in connection with their receipt of these benefits. For information regarding 20182020 perquisites, see the 20182020 Summary Compensation Table and footnote (6) to that table. Deferred Compensation Plan Plan. Eligible executives, including the Named Executive Officers, may elect to defer between 5% and 80% of their base salary and annual cash incentiveand/or STI payout under our Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides an opportunity for eligible executives to defer their   2021 Proxy Statement | 45 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) cash compensation without regard to the limits imposed by the IRSInternal Revenue Service (“IRS”) for amounts that may be deferred under theour 401(k) Plan. The material terms ofFor information regarding the Deferred Compensation Plan, are described insee the narrative to the 20182020 Non-qualified Deferred Compensation Table. table and accompanying narrative. Pension Programs Programs.During 2018,2020, we maintained a tax-qualified defined benefit pension plan for essentiallynearly all salaried exempt employees hired before January 1, 2010, all non-exempt employees (both non-union and certain union employees) hired before January 1, 2013, as well as for other union employees, regardless of hire date, and a non-qualified defined benefit pension plan (the “Pension Restoration Plan”) for all eligible employees with annual compensation or pension benefits in excess of the limits imposed by the Internal Revenue Service (“IRS”),IRS, including any eligible Named Executive Officer. The Pension Restoration Plan provides for a pension benefit under the same formula provided under the tax-qualified plan but without regard to the IRS limits and reduced by amounts paid under the tax-qualified plan. The material terms of the pension programs are described in the narrative toaccompanying the 20182020 Pension Benefits Table. table. Savings Programs Programs.The Named Executive Officers are eligible to participate in the same tax-qualified 401(k) Plan as most employees and in a non-qualified defined contribution plan (the “Savings Restoration Plan”) maintained for eligible executive employees. The 401(k) Plan includes a Company match that varies depending on the pension plan in which the employee participates and a Company profit sharing contribution for most employees of between 0.5% and 1.5% of the employee’s eligible earnings based on achievement of the overall corporate NOEPS measure. In addition, for salaried employees hired after January 1, 2010, and non-union non-exempt employees hired after January 1, 2013, the 401(k) Plan includes a 3% Company contribution to the employee accounts. The Savings Restoration Plan provides for Company contributions in excess of IRS limits under the 401(k) Plan for eligible employees, including the Named Executive Officers. The material terms ofFor information regarding the Savings Restoration Plan, are described insee the narrative to the 20182020 Non-qualified Deferred Compensation Table. table and accompanying narrative. 28 TABLE OF CONTENTS Health and Welfare Benefits Benefits.We also provide the Named Executive Officers other broad-based benefits such as medical, dental, life insurance and long-term disability coverage on the same terms and conditions to all employees. We believe that these broad-based benefits enhance our reputation as an employer of choice. Our Executive Compensation Process and Guidelines Role of the Compensation Committee The Compensation Committee is responsible for evaluatingestablishing, implementing and determiningmonitoring our executive compensation program objectives and assuring alignment with our business objectives. In overseeing our executive compensation programs, the compensation ofCompensation Committee identifies and approves performance measures and goals under our senior executivesSTI and for overseeingLTI. Additionally, the Compensation Committee approves annual long-term equity incentive awards and periodic long-term equity incentive awards granted to newly hired and promoted executives. The Compensation Committee also oversees the administration of our equity plans and grants. In doing so,plans. The Compensation Committee takes into account various factors when makingevaluates and determines the compensation decisions, including: Attainment of our established business and financial goals; Competitivenessexecutive leadership team. Our executive leadership team is comprised of senior executives that directly report to our compensation program based upon competitive market data; and An executive’s position, level of responsibility and performance, as measured by the individual’s contribution to the Company’s achievement of its business objectives. CEO. The Compensation Committee reviews the performance and compensation of our CEO and hisour executive direct reportsleadership team each year with input from Meridian and apprises the Board accordingly. For our CEO, the Compensation Committee evaluates CEO performance in light of the Company’s goals and objectives and considers recommendations from Meridian, the Compensation Committee’s independent compensation consultant, that are reflective of the Compensation Committee’s assessment of our CEO’s performance and compensation competitiveness. Following this evaluation, the Compensation Committee submits its recommendations to the independent members of the Board for review and approval. When considering changes in compensation for senior executives that report to our CEO,executive leadership team, including the Named Executive Officers, the Compensation Committee considers input from the CEO the Chief Services Officer and the Senior Vice President, Chief Human Resources Officer, in addition to Meridian. Our CEO is not involved in making recommendations with respect to his compensation. The Compensation Committee also has continuous involvement with our human resources talent management initiatives with regard to our CEO and our executive leadership team. Our Compensation Committee also leads our critical role development and succession efforts, by providing strategic direction as we identify key executive skills and capability talent priorities. Our Compensation Committee reviews the performance of our CEO and executive leadership team against leadership skills and capability requirements designed to identify, attract and develop highly-qualified executives that promote continuous learning, foster our culture of equality, inclusion and diversity, deliver safety, reliability and environmental performance improvements and ultimately support our long-term strategy to build value for all our stakeholders; customers, employees, communities and stockholders. The Compensation Committee ultimately reviews all executive officer candidates for recommendation for approval by the Board. 46 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Independent Compensation Consultant For 2020, the Compensation Committee’sCommittee engaged the services of Meridian as its independent compensation consultant to advise it with respect to executive compensation design, comparative compensation practices and compensation matters relating to the Board. The Compensation Committee takes recommendations from Meridian into consideration along with its evaluation of the individual performance of each executive officer. Each year, the Compensation Committee evaluates the independence and quality of the services provided by its independent compensation consultant. In reviewing Meridian’s engagement for 2020, the Compensation Committee considered the factors set forth in SEC Rule 10C-1(b)(4) and the applicable NYSE rules and determined that Meridian was independent and there were no conflicts of interest with respect to Meridian’s work for the Compensation Committee. Competitive Market Review In connection with its compensation decision making, the Compensation Committee reviews the executive compensation practices in effect at other companies in the Comparator Group. These companies comprised leadingThe Comparator Group consists of a mix of gas, electric, and multi-line utilities that were selected by the Compensation Committee for their operational comparabilityare operationally similar to us and becausewith which we generally compete with these companies for similar executive talent. For 2018,2020, the Compensation Committee, with input from Meridian, made one changeadded Eversource Energy to the Comparator Group removing Southern Company Gasand removed Public Service Enterprise Group Incorporated to continue to align the Comparator Group with operationally similar companies. Additionally, the Compensation Committee removed Vectren Corporation for 2020 due to its increased revenues as compared to theacquisition by Center Point Energy. The Comparator Group. ForGroup for purposes of evaluating 20182020 compensation practices the Comparator Group included the companiesis shown below. ​ Alliant Energy Corporation Piedmont NaturalCMS Energy Corporation ONE Gas, Company, Inc. ​ ​ Ameren Corporation Dominion Energy, Inc. PNM Resources, Inc. ​ ​ American Electric Power Company, Inc. DTE Energy Company PPL Corporation ​ ​ Atmos Energy Corporation Public Service Enterprise Group IncorporatedEversource Energy Sempra Energy ​ ​ Avista Corporation FirstEnergy Corp. Southwest Gas Holdings, Inc. ​ ​ Black Hills Corporation New Jersey Resources Corporation Spire, Inc. ​ ​ CenterPoint Energy, Inc. SCANA Corporation CMSOGE Energy Corporation Sempra Energy Dominion Energy, Inc. Spire, Inc. DTE Energy Company Vectren Corporation FirstEnergy Corp. WEC Energy Group, Inc. OGE Energy Corp. WGL Holdings, Inc. ONE Gas, Inc. ​ Compensation Peer Group   Revenue(1) (millions)   Market Cap(1) (millions) NiSource $ 4,493   $ 7,868   NiSource Percentile Rank   46th %ile   29th %ile 75th Percentile $ 9,208   $ 20,524   Median $ 6,076   $ 12,652   25th Percentile $ 2,350   $ 6,609   ​ Compensation Peer Group ​ ​ Revenue(1) (millions) ​ ​ Market Cap(1) (millions) ​ ​ NiSource ​ ​ $5,234 ​ ​ $10,745 ​ ​ NiSource Percentile Rank ​ ​ 46th%ile ​ ​ 37th%ile ​ ​ 75th Percentile ​ ​ $10,688 ​ ​ $24,102 ​ ​ Median ​ ​ $6,479 ​ ​ $15,404 ​ ​ 25th Percentile ​ ​ $2,418 ​ ​ $4,765 ​ (1) The Compensation Committee selected the 20182020 Compensation Peer Group in August 20172019 based in part on fiscal year-end 2016trailing 12-month revenue and market capitalization data. Fiscal year-end revenue andJune 2019 market capitalization data was compiled and provided by Meridian.Meridian at the time. Stock Ownership and Retention Guidelines 29 TABLE OF CONTENTS Compensation Committee Actions Related to 2018 Executive Compensation The Compensation Committee reviewed and, as appropriate, took action with respect to each element of total compensation for each Named Executive Officer following the principles, practices and processes described above. The Compensation Committee’s compensation determinations and recommendations were based primarily upon recognition of the roles, responsibilities and performance of each Named Executive Officer, a review of the Comparator Group and an assessment of total Named Executive Officer compensation.    2018 Base Salaries The Compensation Committee annually reviews the base salaries ofOur executive leadership team, which includes the Named Executive Officers, and all our senior executives, to evaluate whether they are competitive and appropriately reflect performance. In setting 2018 base salary levels, the Compensation Committee considered competitive market data, the competitiveness of annual total target compensation of each Named Executive Officer, responsibilities, experience, internal pay equity, historical compensation practices, individual performance and contributions to achievement of business objectives. Based on this assessment, the Compensation Committee (or, in the case of Mr. Hamrock, the independent members of the Board) approved 2018 base salary levels, effective June 1, 2018. In the case of Mr. Brown’s increase of approximately 9.5%, the Compensation Committee considered in particular his effective performance during 2017 in core aspects of the chief financial officer role, his strong leadership in the execution of the Company’s customer value strategy and the need for further alignment of his cash compensation with the market median. Below are the 2018 and 2017 annual base salary levels for each Named Executive Officer.   Base Salary                Named Executive Officer 2018 Annual Salary ($)   2017 Annual Salary ($) Joseph Hamrock   1,000,000     975,000   Donald E. Brown   575,000     525,000   Pablo A. Vegas   525,000     500,000   Violet G. Sistovaris   475,000     450,000   Carrie J. Hightman   490,000     490,000      2018 Cash Incentive Plan In January 2018, the Compensation Committee established performance measures and goals to be used to determine the 2018 Cash Incentive Plan payouts for the Named Executive Officers and all of our other participating employees. In determining Cash Incentive Plan opportunities for the Named Executive Officers, the Compensation Committee considered competitive information from the Comparator Group, input from Meridian, the Compensation Committee’s independent compensation consultant, historical payouts and individual performance in its review of the trigger, target and stretch opportunities for the Named Executive Officers and made no changes to the target opportunities for Named Executive Officers, except for Mr. Vegas and Ms. Sistovaris. The Committee approved increases from 70% to 75% of target opportunity and from 65% to 70% of target opportunity for Mr. Vegas and Ms. Sistovaris, respectively, to reward exemplary leadership during 2017 and maintain market competitiveness. Additionally, in its review of the trigger, target and stretch opportunities for the Named Executive Officers, the Compensation Committee (and, in the case of the CEO, the independent members of the Board) approved uniform trigger and stretch opportunities among all the Named Executive Officers relative to their target opportunities. Meridian reported to the Compensation Committee that market practice is to establish trigger and stretch opportunities as uniform percentages of target for all participants, (i.e., comparable proportionate pay outcomes for comparable performance). The Compensation Committee considered Meridian’s input and changed the trigger and stretch opportunities to 40% and 160%, respectively, of the target opportunity for each Named Executive Officer. Previously, their trigger opportunities ranged from 33% to 43% of the target opportunity while their stretch opportunities ranged from 146% to 162% of the target opportunity. These changes were made to simplify the compensation structure, provide consistent motivation towards the achievement of the underlying performance goal, and to be consistent with market practice as reported by Meridian. 30 TABLE OF CONTENTS The 2018 Cash Incentive Plan awards for the Named Executive Officers, and all our senior executives, were subject to achievement of one corporate financial goal, NOEPS, and operational goals related to customer care and safety, as detailed in the table below. The Compensation Committee approved these measures for the annual performance period because they were deemed important to the Company’s success in increasing stockholder value. The incentive opportunities for the Named Executive Officers were contingent on achievement of goals relating to these measures. In addition, under the terms of the Omnibus Plan, the Compensation Committee retained discretion to adjust 2018 Cash Incentive Plan awards downward, either on a formulaic or discretionary basis, as the Compensation Committee determined to be appropriate in order to reflect other items of Company or individual performance deemed relevant by the Compensation Committee. Performance Goal Description Reason Selected Earnings Net Operating Earnings Per Share (“NOEPS”), a non-GAAP measure. Income from continuing operations determined in accordance with Generally Accepted Accounting Principles (“GAAP”), including, without limitation, the impact of incentive payouts and adjusted for certain items, such as fluctuations in weather and other significant unusual events disclosed in the Company’s earnings reports, (examples of which may include transaction-related costs, debt extinguishment costs or certain income tax items).(1) • Viewed by the Board as representative of the fundamental earnings strength and performance of the Company. • Net operating earnings is used internally for budgeting and reporting to the Board. • Consistent with the Company’s external reporting of results. (1)For 2018, a pre-tax adjustment of $855 million was excluded from GAAP earnings and attributable to expenses and lost revenues related to the Greater Lawrence Incident. For details regarding the Greater Lawrence Incident, please see Note 18-E to our consolidated financial statements included in our Annual Report on Form 10-K. Customer Care 2018 JD Power Gas and Electrical Utility Residential Customer Satisfaction Studies (“JD Power Studies”) Measures relative performance of our operating companies as compared to peer companies within each operating company’s jurisdiction (based on company size and geographic region), as reported in the 2018 JD Power Studies, with the target set using the Company’s 2017 performance as the baseline. Threshold, target and maximum performance goals are based on the scoring set forth in the JD Power Studies. • Designed to track our progress in delivering satisfaction to our customers relative to our peers. • Aligned with our stakeholder commitment of top-tier customer satisfaction and brand perception. 2018 MSR Group overall post transaction customer satisfaction survey results (“MSR Group Survey”) Measures our operating companies’ performance in a post transaction survey designed to assess the customer experience, with the target set using the Company’s 2017 performance as the baseline. Threshold, target and maximum performance goals are based on our percentile ranking as compared to the other surveyed companies. • Designed to track our progress in delivering satisfaction to our customers relative to our prior performance. • Aligned with our stakeholder commitment of top-tier customer satisfaction and brand perception. Safety DART Rate Measures the rate of employee injuries that resulted in work days missed or restricted or an employee transfer, with the target set using industry benchmark of top decile. • Designed to track our progress in achieving the optimum safety climate. 2018 National Safety Council Barometer Survey developed by the National Safety Council (“NSCBS”) A survey that gauges employee perception of our safety programs and benchmarks results against a proprietary database of over 800 companies, with the target set using the Company’s 2017 performance as the baseline. Threshold, target and maximum performance goals are based on our percentile ranking as compared to the other surveyed companies. • Designed to track our progress in achieving the optimum safety climate supported by the appropriate activities while also gauging management, supervisor and employee engagement. 31 TABLE OF CONTENTS The performance measures and their associated weightings applicable to each of the Named Executive Officers and formulaic results as a percentage of the target Cash Incentive Plan opportunity for 2018 (prior to the negative discretionary adjustment made by the Compensation Committee, as discussed below) are shown below. Corporate Measures(1) Weight Trigger Target Stretch Result(2) Weighted Achievement(3) Formulaic Result % of Target NOEPS   75 % $ 1.23     $1.28- $1.30   $ 1.35   $ 1.30     75 %   84 % Customer Care (JD Power Studies)   10 %   737   738    739     734     0 % Customer Care (MSR Group Survey)   5 %   89 % 90%   91 %   90 %   5 % Safety (DART Rate)   5 %   .43   .41    .20     0.67     0 % Safety (NSCBS)   5 %   89 % 92%   95 %   91 %   4 % (1) For performance between two performance levels (for example, between target and stretch goals), the incentive opportunity is determined by interpolation and is expressed as a percentage of the target opportunity. (2) The 2018 results were calculated as discussed above under “2018 Cash Incentive Plan.” (3) Weighted achievement is determined by multiplying the weight by the achievement percentage.    Implications of the Greater Lawrence Incident In January 2019, in light of the profound effect of the Greater Lawrence Incident on the communities of Andover, North Andover and Lawrence, Massachusetts, the Compensation Committee exercised negative discretion retained by the Compensation Committee under the Omnibus Plan to eliminate the performance-based cash incentive payouts for all of the Named Executive Officers, and separately, with respect to our CEO, the Compensation Committee made a recommendation to the independent members of the Board that Mr. Hamrock’s annual performance-based cash incentive payout also be eliminated. The independent members of the Board considered and accepted the Compensation Committee’s recommendation. The Compensation Committee certified the performance results relative to the goals set in 2018 as shown in the tables above and then exercised negative discretion in accordance with the terms of the Omnibus Plan to eliminate payouts to our Named Executive Officers. The formulaic result shown below would have been used to calculate payouts to the Named Executive Officers under the 2018 Cash Incentive Plan but for the Compensation Committee’s negative discretionary adjustment to eliminate payouts. The Compensation Committee exercised negative discretion in accordance with the terms of the Omnibus Plan in order to underscore our commitment to safe operations. In making such determination, the Compensation Committee noted the strong performance of certain business units and corporate functions of certain executives, but determined that the significance of the Greater Lawrence Incident and the totality of the community impact outweighed any consideration of business unit or individual performance. With respect to our CEO, the Compensation Committee made a recommendation to the independent members of the Board that Mr. Hamrock’s 2018 Cash Incentive Plan payout also be eliminated in order to underscore our commitment to safe operations. The Compensation Committee determined it was appropriate to recommend that no 2018 Cash Incentive Plan payout be made to Mr. Hamrock due to the profound effect of the Greater Lawrence Incident on the communities served by our subsidiary, Columbia Gas of Massachusetts. The independent members of the Board considered and accepted the Compensation Committee’s recommendation. Consequently, no 2018 Cash Incentive Plan payouts were made to any of the Named Executive Officers. The 2018 Cash Incentive Plan opportunities, formulaic amounts that would have been payable in accordance with the performance results shown in the tables above relative to the 2018 goals and the actual payouts following the Compensation Committee’s exercise of negative discretion are shown in the table below.    2018 Cash Incentive Plan Payouts to the Named Executive Officers The 2018 Cash Incentive Plan opportunities and actual payout amounts as approved by the Compensation Committee (and with respect to the CEO, by the independent members of the Board) are shown below. Named Executive Officer 2018 Salary ($) Target   (% of Salary)|(1) Formulaic Result   (% of Target)(2) Formulaic Amount   ($)(3) 2018 Award   ($)(4) No payout per Compensation Committee exercise of negative discretion Joseph Hamrock   1,000,000     120 %   84 %   1,008,000     -0-   Donald E. Brown   575,000     75 %   84 %   362,250     -0-   Pablo A. Vegas   525,000     75 %   84 %   330,750     -0-   Violet G. Sistovaris   475,000     70 %   84 %   279,300     -0-   Carrie J. Hightman   490,000     60 %   84 %   246,960     -0-   (1) Each Named Executive Officer has a trigger bonus opportunity equal to 40% of target and a stretch bonus opportunity equal to 160% of target. (2) Formulaic Result reflects the percentage of  Target that would have been payable to the Named Executive Officers based on the Company’s 2018 results as determined by the pre-established performance goals, prior to the Compensation Committee’s negative discretionary adjustment. (3) The Formulaic Amounts were calculated as follows: 2018 annual salary multiplied by his or her Target (% of Salary) multiplied by the applicable Formulaic Result (% of Target). (4) The Compensation Committee exercised negative discretion to eliminate the 2018 award payouts, and in the case of our CEO, make its recommendation to the independent members of the Board to eliminate the 2018 award payout to Mr. Hamrock. 32 TABLE OF CONTENTS    2018 LTIP Awards In January 2018, the Compensation Committee redesigned the long-term equity incentive component of the executive compensation program to enhance its retention characteristics, better align payouts with individual executive contributions and drive accountability for achievement of certain key business imperatives while continuing to align incentives to Company financial performance and stockholder interests. Consistent with the philosophy and principles articulated above, the Compensation Committee believes that the 2018 LTIP awards: Align the interests of executives with our stockholders as the ultimate value of the award is dependent upon the value of our stock; Support our philosophy of paying for performance because the PSUs are not eligible to vest unless the Company achieves a threshold financial performance goal over the three-year performance period; Provide competitive compensation to recruit and retain executive talent by including a long-term equity incentive component with vesting based on a multi-year service condition, subject to earlier vesting in the event of certain qualifying terminations of employment; Offers compensation that emphasizes the value of continuous long-term service; and Endorses the enterprise-wide customer value initiatives and drives accountability by aligning the actual value of the award to an assessment of an executive’s contributions to the achievement of the Customer Value Framework. In determining the 2018 LTIP award values awarded to the Named Executive Officers and all our senior executives in January 2018, the Compensation Committee considered the competitive pay practices at companies within our Comparator Group, input from Meridian, the Compensation Committee’s independent compensation consultant, the historical mix of fixed compensation versus variable incentive compensation, internal pay equity and the expectations of the executive’s role in driving the Company’s strategic and financial objectives and individual performance. Based on this assessment, the Compensation Committee (or, in the case of Mr. Hamrock, the independent members of the Board) approved the 2018 award values for each Named Executive Officer. In the case of Mr. Hamrock, the Compensation Committee noted that Mr. Hamrock’s 2017 performance consistently exceeded expectations and considered, in particular, his total compensation in relation to the Comparator Group and recommended to the independent members of the Board, an increased LTIP award value as compared to prior years to maintain the market competitiveness of his total compensation. In determining Mr. Hamrock’s 2018 total compensation levels, the Board delivered the majority of his increase in the form of long-term equity incentives in order to tie a greater percentage of his compensation to the Company’s long-term performance, with the value of the LTIP award fluctuating based on performance against key performance objectives and/or stock price performance over the three-year performance or service period. In the case of Mr. Vegas, in considering his increase from the 2017 award value, the Compensation Committee considered his consistent strong performance in 2017, sustained leadership in his role in driving the Company’s strategic and financial objectives, his historical award levels and the market competiveness of his total compensation. The LTIP award values for the other Named Executive Officers were established based on the factors above considering, in particular, internal pay equity and the competitive market. The 2018 and 2017 LTIP award values for each Named Executive Officer are shown below.   LTIP Award Values           Named Executive Officer 2018 Grant Date Face Value ($)   2017 Grant Date Face Value ($) Joseph Hamrock   4,300,000     3,000,000   Donald E. Brown   950,000     900,000   Pablo A. Vegas   950,000   �� 850,000   Violet G. Sistovaris   700,000     650,000   Carrie J. Hightman   700,000     750,000   The 2018 LTIP award values shown above were granted in the form of PSUs (80% of the 2018 LTIP award) and in the form of RSUs (20% of the 2018 LTIP award) as shown below. Vesting of the 2018 PSUs is dependent on the Company meeting certain financial performance measures over the 2018-2020 performance period (the “performance period”) and the executive’s continued employment through February 26, 2021. Vesting of the RSUs is dependent on the executive’s continued employment through February 26, 2021. Special vesting rules apply to both the PSUs and RSUs in the event of death, “Retirement,” “Disability” or a “Change-in-Control” (each as defined in the Omnibus Plan). Termination for any other reason prior to February 26, 2021 will result in forfeiture of the entire 2018 LTIP award. 33 TABLE OF CONTENTS The 2018 LTIP awards to Named Executive Officers are shown below. Named Executive Officer Target Number of PSUs Awarded(1) Number of RSUs Awarded(2) Joseph Hamrock   140,408     35,102   Donald E. Brown   31,122     7,781   Pablo A. Vegas   31,122     7,781   Violet G. Sistovaris   22,932     5,733   Carrie J. Hightman   22,932     5,733   (1) All 2018 PSU awards were granted in January 2018, and vest based on Company performance, the application of the RTSR and individual performance modifier, as well as the satisfaction of the service condition (the executive’s continued employment through February 26, 2021), as detailed below. (2) All 2018 RSU awards were granted in January 2018, and will vest based on the executive’s continued employment through February 26, 2021, as detailed below. 2018 PSUs. All of the 2018 PSUs are subject to the achievement of a cumulative NOEPS trigger (calculated as detailed earlier under 2018 Cash Incentive Plan) in order for any vesting to occur. If the NOEPS trigger is achieved, 80% of the target PSUs (65% of the 2018 LTIP award) will vest based on NOEPS performance above the trigger, as modified by our RTSR performance (which can reduce or increase the vested amount of the award by up to 25%). The remaining 20% of the target PSUs (15% of the 2018 LTIP award) will vest based on the achievement of the Customer Value Framework goals and a discretionary assessment of the Named Executive Officer’s contribution to the Company’s achievement of the Customer Value Framework goals. Vesting of the entire PSU portion of the 2018 LTIP award is subject to the executive’s continued employment through February 26, 2021. Termination for any reason other than death, “Retirement,” “Disability” or a “Change-in-Control” (each as defined in the Omnibus Plan) prior to February 26, 2021 will result in forfeiture of the entire 2018 LTIP award. For the cumulative NOEPS portion of the 2018 PSU (65% of 2018 LTIP award and 80% of the target PSU component) the Company’s RTSR performance is a modifier in contrast to the 2017 design of vesting based on cumulative NOEPS and RTSR, each weighted equally. The Compensation Committee approved the use of cumulative NOEPS as the primary performance goal in the 2018 LTIP program design to tie a greater percentage of the PSUs to the achievement of a key financial goal for the Company while still measuring and rewarding relative performance with the use of the RTSR payout modifier. The Compensation Committee also believes that this design enhances pay for performance transparency as payouts are directly linked to the Company’s absolute performance. As noted above, the NOEPs goal was established after considering the Company’s annual financial plan at the beginning of the performance period and was designed to be achievable with strong management performance over the three-year performance period. Additionally, the Compensation Committee approved the vesting of a portion of the 2018 PSUs (15% of the 2018 LTIP award and 20% of the target PSU component) based on an assessment of each Named Executive Officer’s contribution to the successful execution of the Company’s Customer Value Framework over the three-year performance period in order to drive greater individual accountability through the program design. In so doing, the Compensation Committee supplemented the financial measures that incentivize earnings strength with execution-focused transparency to strike an appropriate balance over the long-term. The Company’s overall Customer Value Framework goal must be met in the respective category before a payout may occur with respect to such category. Once the Company’s Customer Value Framework goal is met, the actual payout of the Customer Value Framework PSUs is determined based on a discretionary assessment of the individual executive’s contribution to the successful achievement of each Customer Value Framework goal over the three-year performance period. The CEO performs the discretionary assessment of each Named Executive Officer other than himself and makes a recommendation to the Compensation Committee, with the vesting level approved by the Compensation Committee. In the case of the CEO, the Compensation Committee performs the discretionary assessment of performance, with the independent members of the Board approving the CEO’s vesting level. The Customer Value Framework measures are based on key business imperatives relating to safety, customer care, cost containment, organizational culture and environmental impact, with each measure weighted equally in determining the payout for this portion of the LTIP. The Customer Value Framework performance goals were designed to be achievable with the coordinated, cross-functional focus and effort of the Named Executive Officers. 34 TABLE OF CONTENTS The measures and goals pertaining to the 2018 PSUs are shown below. 2018 PSU Performance Measures Cumulative NOEPS Threshold Goal(1) Measure Trigger, Target and Stretch Goals % of LTIP % of Award Earned if Modifier is Applied Three-year Cumulative NOEPS: $3.88 Three-year Cumulative NOEPS Trigger (50% Payout): $3.88(1) 65 RTSR Performance(2) Target (100% Payout): $4.08(1) Top Quartile= +25% modifier Stretch (200% Payout): $4.28(1) Bottom Quartile= -25% modifier Customer Value Framework Threshold Goal(1) Measure Categories % of LTIP % of Award Earned following Discretionary Individual Assessment Three-year Cumulative NOEPS: $3.88 Three-year Customer Value Framework Safety Customer Care Cost Containment Organizational Culture Environmental Impact 15 0-200%(3) (1) The goals were originally approved in January 2018, but updated in March 2018 to reflect changes to the Company’s financial plan as a result of the expected impact of tax reform. The goals approved by the Compensation Committee were designed to be challenging but achievable with strong management performance over the three-year performance period. The NOEPS result will generally be calculated as discussed above under “2018 Cash Incentive Plan.” (2) RTSR will be determined by the annualized growth in the price of a share of the Company’s common stock, assuming dividends are reinvested, over the period beginning December 31, 2017 and ending on December 31, 2020, compared to a similar calculation for a group of 34 energy services companies within our industry or providing similar services to ours and companies with which we compete for the sale of equity capital, 18 of which are in the Comparator Group. (3) The Company’s overall Customer Value Framework goal must be met in the respective category before a payout may occur with respect to such category. Once met, the actual payout is determined based on a discretionary assessment of the individual executive’s contribution to the successful achievement of each Customer Value Framework goal over the three-year performance period. 2018 RSUs. As discussed above, a portion of the 2018 LTIP award (20%) was granted in the form of RSUs in order to reward long-term service with the Company and retain executives over a multi-year service period. While the RSUs vest based on the executive’s continued service, the Compensation Committee views RSUs to be at-risk compensation because the ultimate value of the RSUs will fluctuate based on the Company’s stock price performance. The RSUs granted in January 2018 will vest after the completion of a three-year service period and the executive’s continued employment through February 26, 2021, subject to earlier vesting in the event of death, “Retirement,” “Disability” or a “Change-in-Control” (each as defined in the Omnibus Plan) prior to February 26, 2021. 2016 Performance Share Awards. In 2016, the Compensation Committee and the independent members of the Board approved grants of performance share awards to the Named Executive Officers and the CEO, respectively. Vesting of the 2016 grants of performance share awards was dependent on Company achievement relative to certain performance goals over the 2016-2018 performance period. The performance measures related to cumulative NOEPS and RTSR. Based on the Company’s performance during the three-year performance period beginning January 1, 2016 and ending December 31, 2018, 120% of the 2016 performance share awards vested as described below. The performance measures, their weightings and results, as certified by the Compensation Committee, are shown below. Performance Measure(1) Weight Trigger (50% Award) Target (100% Award) Stretch (200% Award) Actual Results(2) Cumulative NOEPS for 2016—2018 50% $3.19 $3.34 $3.64 $3.60(3) RTSR for 2016—2018 50% 40th Percentile 50th Percentile 100th Percentile 41st Percentile (1) Performance results are calculated in the same manner as discussed above. (2) For performance results between two performance levels (for example, between the target and stretch goal), the incentive opportunity is determined by interpolation. (3) Based upon cumulative NOEPS performance from January 1, 2016 through December 31, 2018. The 2016-2018 cumulative NOEPS result consists of 2016, 2017 and 2018 NOEPS results, as disclosed in the Company’s earnings report for the applicable year. The 2018 NOEPS result was calculated as discussed above under “2018 Cash Incentive Plan.” 35 TABLE OF CONTENTS Vesting of the 2016 performance share awards remained subject to the satisfaction of a service condition; the executive’s continued employment through February 28, 2019. Thereafter, the 2016 performance shares fully vested and were paid to each Named Executive Officer one-for-one in shares of our common stock, as shown below. Named Executive Officer Number of 2016 Performance Shares Vested Joseph Hamrock 142,790 Donald E. Brown 48,549 Pablo A. Vegas 33,752 Violet G. Sistovaris 34,270 Carrie J. Hightman 42,837 Stock Ownership and Retention Guidelines Senior executives, including the Named Executive Officers, are generally expected to satisfy their applicable ownership guideline within five years of becoming subject to the guidelines provided below. Once the senior executive satisfies the applicable guideline he or sheis satisfied, the senior executive must continue to own a sufficient number of shares to remain in compliance with the guideline.compliance. Until such time as the senior executive satisfies the applicable stock ownership guideline is satisfied, the executive is required to hold at least 50% of the shares of common stock received upon the lapse of the restrictions on RSUs, the vesting of RSUs, PSUs and performance shares or the exercise of stock options. AtAs of the end of 2018, all ofrecord date, the continuing Named Executive Officers exceeded the applicable ownership guideline, except for Mr. Brown who has until 2020 to meet his guideline. ​ Executive Level ​ ​ ShareStock Ownership Level ​ ​ CEO ​ ​ 5x6x base salary ​ ​ All other senior executive officers ​ ​ 3x base salary Risk Management Policies and Guidelines We maintain various guidelines and policies including: • Trading Windows/Trading Plans/Hedging. We restrict the ability of certain employees to freely trade in our common stock because of their periodic access to our material non-public information. Under our insider trading policy, our key executives are prohibited from trading in our securities during quarterly blackout periods, and at such other times as the CLO may deem appropriate. In addition, under our Securities Transaction Compliance Policy for Certain Employees and our Securities Transaction Compliance Policy for Directors and Executive Officers, all directors and all senior executives, including the Named Executive Officers, are prohibited from engaging in short sales of our equity securities or in buying or selling puts, calls or other options on our securities or otherwise hedging against or speculating in potential changes in the value of our common stock. None of our directors or executive officers own Company securities that are pledged.​ • Compensation Recovery for Misconduct. While we believe our executives conduct business with the highest integrity and in full compliance with our Code of Business Conduct, the Compensation Committee believes it is appropriate to ensure that our compensation plans and agreements provide for financial penalties to an executive who engages in certain fraudulent or other inappropriate conduct. Consequently, the Omnibus Plan contains “clawback” provisions that require reimbursement of amounts received under the Cash Incentive Plan and LTIP in the event of certain acts of misconduct. Tax Treatment of Executive Compensation Section 162(m) of the Code provides that annual compensation in excess of $1,000,000 paid to the CEO and certain of our other executive officers will not be deductible by a corporation for federal income tax purposes. Historically, there was an exception to this annual deduction limit for compensation meeting the definition of “performance-based compensation” under Section 162(m) of the Code, which was repealed in connection with the adoption of the Tax Cuts and Jobs Act in 2017. The Compensation Committee considers the anticipated tax treatment to the Company and our overall executive compensation objectives when determining executive compensation. Accordingly, tax deductibility is one of many factors considered by the Compensation Committee in determining executive compensation. 36   2021 Proxy Statement | 47 TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS (CD&A) Risk Management Policies and Guidelines Trading Windows/Trading Plans. We restrict the ability of directors, executive officers and employees who work in designated areas to freely trade in our common stock because of their periodic access to our material non-public information. Under our insider trading policy, such persons are prohibited from trading in our securities during quarterly blackout periods, and at such other times as the General Counsel may deem appropriate. Anti-Hedging Policy/Pledging. In addition, under our Securities Transaction Compliance Policy for Certain Employees and our Securities Transaction Compliance Policy for Directors and Executive Officers, all directors, executive officers, and employees who work in designated areas, are prohibited from engaging in short sales of our equity securities or buying or selling puts or calls or other options on our securities. Compensation Recovery for Misconduct. While we believe our executives conduct business with the highest integrity and in full compliance with our Code of Business Conduct, the Compensation Committee believes it is appropriate to ensure that our compensation plans and agreements provide for financial penalties to an executive who engages in certain fraudulent or other inappropriate conduct. Consequently, the Omnibus Plan contains “clawback” provisions that require reimbursement of amounts received under the STI and LTI awards in the event we are required to prepare an accounting restatement as a result of certain acts of misconduct. 48 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board (the “Committee”) has furnished the following report to the stockholders of the Company in accordance with rules adopted by the Securities and Exchange Commission. The Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement. Based upon the review and discussions referred to above, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 2020. This report is submitted on behalf of the members of the Compensation Committee: ​ ​ ​ Compensation Committee ​ ​ ​ ​ Kevin T. Kabat, Chair Theodore Bunting ​ ​ ​ ​ Eric L. Butler, Chair Wayne S. DeVeydt Deborah A. Henretta Michael E. Jesanis Lloyd M. Yates ​   2021 Proxy Statement | 49 TABLE OF CONTENTS ASSESSMENT OF RISK We perform an annual risk assessment of our compensation program. An assessment was performed in 2018,2020, and we concluded that the incentive components of our program are not reasonably likely to have a material adverse effect on the Company, for reasons that include the following: ■ Our executive leadership and board regularly monitor our programs and people to ensure decisions are made with integrity and in the best long-term interests of the company. ■ Our compensation program is evaluated annually for its effectiveness and alignment with our goals without promoting excessive risk. ■ Performance measures for incentive awards are approved by the Compensation Committee of the Board. ■ Senior executive compensation is weighted toward long-term incentives, thereby providing senior executives with an ongoing, multi-year focus of attention. ■ Long-term incentive equity awards for senior executives generally have three-year vesting periods and are predominately performance-based so upside potential and downside risk are designed to be aligned with that of stockholders and promote long-term performance. ■ Executive officers are subject to stock ownership and retention guidelines set by the Board so they have long-term interests aligned with stockholders. ■ Senior executive officers’ incentive compensation is partially tied to safety metrics to encourage a strong culture of safety and motivate the prioritization of safe operations. ■ Policies are in place to recoup compensation in the event of certain acts of misconduct and to prohibit hedging of our stock by senior executive officers. ■ Our operations are highly regulated at both the federal and state levels and, therefore, are subject to continuous Our operations are highly regulated at both the federal and state levels and, therefore, are subject to continuous oversight by independent bodies. Policies are in place to recoup compensation in the event of certain acts of misconduct and to prohibit hedging of our stock by the senior executive officers. Our compensation program is evaluated annually for its effectiveness and alignment with our goals without promoting excessive risk. Senior executive compensation is weighted toward long-term incentives, thereby providing senior executives with an ongoing, multi-year focus of attention. The performance measures that are the basis of incentive awards are approved each year by an independent committee of the Board. The long-term incentive equity awards to senior executives generally have three-year vesting periods and are predominately performance-based so that their upside potential and downside risk are designed to be aligned with that of our stockholders and promote long-term performance over the vesting period. The senior executive officers are subject to stock ownership and retention guidelines that are independently set by the Board which are designed so that senior executives assume financial risk that is coincident with our stockholders. The senior executive officers’ performance incentive measures include safety metrics in order to encourage a strong culture of safety and motivate the prioritization of safe operations. 37 50 |   2021 Proxy Statement TABLE OF CONTENTS COMPENSATION OF2020 EXECUTIVE OFFICERS COMPENSATION The following table summarizes compensation for services to the Company and its affiliates earned by or paid to each of the Named Executive Officers during 2018. 2020. In accordance with SEC disclosure rules, the stock awards reported in the table below are reported based on the aggregate grant date fair value and do not represent the amounts actually realized by the Named Executive Officers, with the values realized by the Named Executive Officers, if any, impacted by the Company’s performance against the pre-established performance goals for PSUs and the Company’s stock price at settlement for all stock awards. Our realized executive pay declined for 2020 as compared to 2019. For illustrative purposes, the 2018 PSUs that vested based on performance through December 31, 2020 and continued service through February 26, 2021, vested at approximately 55% of target, as compared to a PSU vesting level at 100% of target for the PSUs that vested based on performance through December 31, 2019. 2020 Summary Compensation Table Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Stock Awards ($)(3) Non-equity Incentive Plan Compensation ($)(4) Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) All Other Compensation ($)(6) Total ($) Joseph Hamrock President and CEO 2018   989,583   —   4,706,148   — —   82,784     5,778,515   2017   943,750     87,750     2,624,150     1,667,250   —   84,302     5,407,202   2016   858,333     54,830     2,302,476     1,045,170   —   73,349     4,334,158   Donald E. Brown Executive Vice President and CFO 2018   554,167   —   1,039,730   — —   50,682     1,644,579   2017   514,583   —   783,752     612,833   —   54,718     1,965,886   2016   479,167   —   782,843     435,488   —   49,705     1,747,203   Pablo A. Vegas Executive Vice President and President, Gas Utilities 2018   514,583   —   1,039,730   — —   44,223     1,598,536   2017   483,333   —   737,676     535,465   —   50,348     1,806,822   2016   298,295     150,000     1,560,554     226,466   —   27,421     2,262,736   Violet G. Sistovaris Executive Vice President and President, NIPSCO 2018   464,583   —   766,102   —   153,630     44,051     1,428,366   2017   429,167     40,599     566,046     459,401     101,772     44,676     1,641,661   2016   400,000     46,320     552,597     303,680     88,473     39,679     1,430,749   Carrie J. Hightman Executive Vice President and CLO 2018   490,000   —   766,102   —   87,851     46,340     1,390,293   2017   490,000   —   653,121     453,025     76,824     49,057     1,722,027   2016   490,000   —   690,737     339,305     66,376     61,929     1,648,347   ​ Name and Principal Position ​ ​ Year ​ ​ Salary ($)(1) ​ ​ Bonus ($)(2) ​ ​ Stock Awards ($)(3) ​ ​ Non-equity Incentive Plan Compensation ($)(4) ​ ​ Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) ​ ​ All Other Compensation ($)(6) ​ ​ Total ($) ​ ​ Joseph Hamrock President and CEO ​ ​ 2020 ​ ​ 1,000,000 ​ ​ — ​ ​ 4,901,916 ​ ​ 480,000 ​ ​ — ​ ​ 75,809 ​ ​ 6,457,725 ​ ​ 2019 ​ ​ 1,000,000 ​ ​ — ​ ​ 4,828,893 ​ ​ 720,000 ​ ​ — ​ ​ 79,797 ​ ​ 6,628,690 ​ ​ 2018 ​ ​ 989,583 ​ ​ — ​ ​ 4,706,148 ​ ​ — ​ ​ — ​ ​ 82,784 ​ ​ 5,778,515 ​ ​ Donald E. Brown EVP, CFO and President, NCS ​ ​ 2020 ​ ​ 600,000 ​ ​ — ​ ​ 3,084,923 ​ ​ 180,000 ​ ​ — ​ ​ 52,003 ​ ​ 3,916,926 ​ ​ 2019 ​ ​ 589,583 ​ ​ — ​ ​ 1,225,890 ​ ​ 279,000 ​ ​ — ​ ​ 53,933 ​ ​ 2,148,406 ​ ​ 2018 ​ ​ 554,167 ​ ​ — ​ ​ 1,039,730 ​ ​ — ​ ​ — ​ ​ 50,682 ​ ​ 1,644,579 ​ ​ Carrie J. Hightman EVP, CLO and CEO of CMA(7) ​ ​ 2020 ​ ​ 500,000 ​ ​ 1,000,000 ​ ​ 892,888 ​ ​ 130,000 ​ ​ 75,729 ​ ​ 42,173 ​ ​ 2,640,790 ​ ​ 2019 ​ ​ 495,833 ​ ​ — ​ ​ 891,550 ​ ​ 186,000 ​ ​ 60,039 ​ ​ 44,369 ​ ​ 1,677,791 ​ ​ 2018 ​ ​ 490,000 ​ ​ — ​ ​ 766,102 ​ ​ — ​ ​ 87,851 ​ ​ 46,340 ​ ​ 1,390,293 ​ ​ Violet G. Sistovaris EVP and Chief Experience Officer ​ ​ 2020 ​ ​ 500,000 ​ ​ — ​ ​ 948,726 ​ ​ 150,000 ​ ​ 275,913 ​ ​ 41,925 ​ ​ 1,916,564 ​ ​ 2019 ​ ​ 488,670 ​ ​ — ​ ​ 835,838 ​ ​ 217,000 ​ ​ 259,309 ​ ​ 43,843 ​ ​ 1,844,660 ​ ​ 2018 ​ ​ 464,583 ​ ​ — ​ ​ 766,102 ​ ​ — ​ ​ 153,630 ​ ​ 44,051 ​ ​ 1,428,366 ​ ​ Pablo A. Vegas EVP, COO and President, NiSource Utilities ​ ​ 2020 ​ ​ 600,000 ​ ​ — ​ ​ 3,084,923 ​ ​ 180,000 ​ ​ — ​ ​ 36,000 ​ ​ 3,900,923 ​ ​ 2019 ​ ​ 568,750 ​ ​ — ​ ​ 1,225,890 ​ ​ 279,000 ​ ​ — ​ ​ 36,969 ​ ​ 2,110,609 ​ ​ 2018 ​ ​ 514,583 ​ ​ — ​ ​ 1,039,730 ​ ​ — ​ ​ — ​ ​ 44,223 ​ ​ 1,598,536 ​ (1) Any salary deferred at the election of the Named Executive Officer is reported as salary in the category and year in which such salary was earned. (2) (2) This column shows discretionary payouts that areThe amount shown consists of the cash-based Special Retention Award paid to Ms. Hightman following the closing of the CMA transaction based on the satisfaction of certain CMA transition-related duties. For more information regarding this award, please see the “Special Retention Awards” section above in addition to any amounts paidthe CD&A under the Cash Incentive Plan. For 2018, there were no discretionary payouts.“Executive Compensation Elements.” (3) For a discussion of stock awards granted in 2018,2020, please see the LTI section above in the CD&A under “Executive Compensation Discussion and Analysis — “Compensation Committee Actions Related to 2018 Executive Compensation-2018 LTIP Awards” aboveElements” and the 20182020 Grants of Plan-Based Awards Table. Amounts reported in this column for 2020 represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, with respect to 80% of the PSUs and all RSUs granted in 2018, calculated based on the average market price of our common stock on the grant date, less the present value of any dividends not received during the vesting period. With respect to 20% of the PSUs that vest based on a discretionary assessment of performance with respect to the Customer Value Framework, amounts reported in this column represent the aggregate service inception date fair value, computed in accordance with ASC Topic 718, calculated based on the closing market price of our common stock on the service inception date. For this portion of the PSUs, the grant date for accounting purposes will not occur until the Compensation Committee exercises discretion to determine vesting following the conclusion of the three-year performance period. All of the PSUs are subject to performance conditions, therefore, the value reported in this column for these awards is based upon the probable outcome of such conditions. 38   2021 Proxy Statement | 51 TABLE OF CONTENTS The following table shows the value of the 2018 PSUs reported in the 2018 Summary Compensation Table at the grant date assuming that the highest level of performance conditions will be achieved and less the present value of any dividends not received in the vesting period. For information on the valuation assumptions used in these computations, see Note 13 to our consolidated financial statements included in our 2018 Annual Report on Form 10-K. 2020 EXECUTIVE COMPENSATION The following table shows the value of the 2020 PSUs reported in the 2020 Summary Compensation Table at the grant date assuming that the highest level of performance conditions will be achieved and less the present value of any dividends not received in the vesting period. For information on the valuation assumptions used in these computations, see Note 14 to our consolidated financial statements included in our 2020 Annual Report on Form 10-K. ​ Name ​ ​ Maximum Performance Share Potential as of Grant Date For Awards ($) ​ ​ Joseph Hamrock ​ ​ 7,617,484 7,222,797 ​ ​ Donald E. Brown ​ ​ 3,794,655 ​ ​ 1,597,561Carrie J. Hightman ​ ​ 1,386,609 ​ ​ Violet G. Sistovaris ​ ​ 1,473,309 ​ ​ Pablo A. Vegas ​ ​ 3,794,655 1,597,561 Violet G. Sistovaris 1,177,124 Carrie J. Hightman 1,177,124 ​ (4) For 2018, Cash Incentive Plan payouts to2020, the STI amount for each Named Executive Officers were eliminated.Officer is based upon corporate performance, as adjusted to partially reflect the impact of the COVID-19 pandemic on our operations. For more information regarding 20182020 corporate performance 2018 Cash Incentive Planand the 2020 STI payout opportunities for the Named Executive Officers and the Compensation Committee’s exercise of negative discretion to eliminate payouts,payout amounts, please see the STI section in the CD&A under “Executive Compensation Discussion and Analysis—“Compensation Committee Actions Related to 2018 Executive Compensation—2018 Cash Incentive Plan” and “Compensation Committee Actions Related to 2018 Executive Compensation—Implications of the Greater Lawrence Incident” and the discussion on the pages that follow.Elements” above. (5) This column shows the change in the present value of each executive’sparticipating Named Executive Officer’s accumulated benefits under our tax-qualified pension plans and the non-qualified Pension Restoration Plan as described in the narrative to the 20182020 Pension Benefits Table. Mses. Hightman and Sistovaris are the only Named Executive Officers who are eligible to participate in our pension plans. Messrs. Hamrock, Brown, and Vegas are not eligible to participate in our pension plans due to their hire dates. For a description of these plans and the basis used to develop the present values, see the 20182020 Pension Benefits Table and accompanying narrative. No earnings on deferred compensation are shown in this column, since no earnings were above market or preferential. (6) The table below provides a breakdown of the amounts shown in the “All Other Compensation” column for each Named Executive Officer in 2018.2020.   Other Compensation Name Perquisites & Personal Benefits(a) ($) Tax Gross-Ups ($) Company Contributions To 401(k) Plan(b) ($) Company Contributions To Savings Restoration Plan(c) ($) Total ($) Joseph Hamrock   13,513   —   19,250     50,021     82,784   Donald E. Brown   11,890   —   19,250     19,542     50,682   Pablo A. Vegas   8,202   —   19,250     16,771     44,223   Violet G. Sistovaris   11,530   —   19,250     13,271     44,051   Carrie J. Hightman   12,040   —   19,250     15,050     46,340   ​ ​ ​ Other Compensation ​ ​ Name ​ ​ Perquisites & Personal Benefits(a) ($) ​ ​ Company Contributions To 401(k) Plan(b) ($) ​ ​ Company Contributions To Savings Restoration Plan(c) ($) ​ ​ Total ($) ​ ​ Joseph Hamrock ​ ​ 15,809 ​ ​ 17,100 ​ ​ 42,900 ​ ​ 75,809 ​ ​ Donald E. Brown ​ ​ 16,003 ​ ​ 17,100 ​ ​ 18,900 ​ ​ 52,003 ​ ​ Carrie J. Hightman ​ ​ 12,173 ​ ​ 17,100 ​ ​ 12,900 ​ ​ 42,173 ​ ​ Violet G. Sistovaris ​ ​ 11,925 ​ ​ 17,100 ​ ​ 12,900 ​ ​ 41,925 ​ ​ Pablo A. Vegas ​ ​ — ​ ​ 17,100 ​ ​ 18,900 ​ ​ 36,000 ​ (a) All perquisites are valued based on the aggregate incremental cost to us,the Company, as required by the rules of the SEC. Please see the Compensation Discussion and Analysis — “Other Compensation and Benefits —– Perquisites” section above in the CD&A under “Executive Compensation Elements” for additional information about the perquisites we provide to the Named Executive Officers. The perquisite amounts listed include financial planning and tax services for each of the Named Executive Officers, and spousal travel for Messrs.Mr. Hamrock and Vegas.nominal taxable gifts to Ms. Hightman and Ms. Sistovaris. (b) This column reflects Company matching contributions and profit sharing contributions made on behalf of each of the Named Executive Officers and a Company non-elective contribution of 3% of compensation on behalf of Mr. Hamrock, Mr. Brown, and Mr. Vegas to the 401(k) Plan. The 401(k) Plan is a tax-qualified defined contribution plan, as described above in the Compensation Discussion and Analysis —“Other“Other Compensation and Benefits —– Savings Programs.”Programs” section in the CD&A under “Executive Compensation Elements”. (c) This column reflects Company matching contributions and profit sharing contributions made on behalf of all eligible Named Executive Officers and a Company non-elective contribution of 3% of compensation on behalf of Messrs. Hamrock, Brown, and Vegas in excess of IRS limits to the Savings Restoration Plan. The Savings Restoration Plan is a non-qualified defined contribution plan, as described above in the Compensation Discussion and Analysis — “Other Compensation and Benefits —– Savings Programs,”Programs” section in the CD&A under “Executive Compensation Elements” above, and in the narrative following the 20182020 Non-qualified Deferred Compensation Table. (7) Ms. Hightman separated from the Company on January 29, 2021. 39 52 |   2021 Proxy Statement TABLE OF CONTENTS 2018 2020 EXECUTIVE COMPENSATION 2020 Grants of Plan-Based Awards The following table sets forth information concerning plan-based awards granted under the 2010 Omnibus Plan to the Named Executive Officers in 2018. Name Grant Date Approval Date(1) Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) Estimated Future Payouts Under Equity Incentive Plan Awards(3) All Other Stock Awards Number of Shares of Stock or Units (#)(4) Grant Date Fair Value of Stock and Option Awards ($)(5) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Joseph Hamrock — —   480,000     1,200,000     1,920,000   — — — — —   1/26/2018     1/26/2018   — — —   70,204     140,408     280,816   —   3,933,904     1/26/2018     1/26/2018   — — — — — —   35,102     772,244   Donald E. Brown — —   172,500     431,250     690,000   — — — — —   1/25/2018     1/25/2018   — — —   15,561     31,122     62,244   —   870,026     1/25/2018     1/25/2018   — — — — — —   7,781     169,704   Pablo A. Vegas — —   157,500     393,750     630,000   — — — — —   1/25/2018     1/25/2018   — — —   15,561     31,122     62,244   —   870,026     1/25/2018     1/25/2018   — — — — — —   7,781     169,704   Violet G. Sistovaris — —   133,000     332,500     532,000   — — — — —   1/25/2018     1/25/2018   — — —   11,466     22,932     45,864   —   641,065     1/25/2018     1/25/2018   — — — — — —   5,733     125,037   Carrie J. Hightman — —   117,600     294,000     470,400   — — — — —   1/25/2018     1/25/2018   — — —   11,466     22,932     45,864   —   641,065     1/25/2018     1/25/2018   — — — — — —   5,733     125,037   2020. ​ Name ​ ​ Grant Date ​ ​ Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ​ ​ Estimated Future Payouts Under Equity Incentive Plan Awards(2) ​ ​ All Other Stock Awards Number of Shares of Stock or Units (#)(3) ​ ​ Grant Date Fair Value of Stock and Option Awards ($)(4) ​ ​ Threshold ($) ​ ​ Target ($) ​ ​ Maximum ($) ​ ​ Threshold (#) ​ ​ Target (#) ​ ​ Maximum (#) ​ ​ Joseph Hamrock ​ ​ — ​ ​ 480,000 ​ ​ 1,200,000 ​ ​ 1,920,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1/31/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ 36,591 ​ ​ 120,095 ​ ​ 266,461 ​ ​ — ​ ​ 4,106,880 ​ ​ 1/31/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 30,024 ​ ​ 795,036 ​ ​ Donald E. Brown ​ ​ — ​ ​ 180,000 ​ ​ 450,000 ​ ​ 720,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,633 ​ ​ 31,615 ​ ​ 70,146 ​ ​ — ​ ​ 1,975,577 ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,904 ​ ​ 208,666 ​ ​ 1/30/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34,364 ​ ​ 900,680 ​ ​ Carrie J. Hightman ​ ​ — ​ ​ 130,000 ​ ​ 325,000 ​ ​ 520,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,701 ​ ​ 21,993 ​ ​ 48,797 ​ ​ — ​ ​ 747,741 ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,498 ​ ​ 145,147 ​ ​ Violet G. Sistovaris ​ ​ — ​ ​ 150,000 ​ ​ 375,000 ​ ​ 600,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,120 ​ ​ 23,368 ​ ​ 51,847 ​ ​ — ​ ​ 794,497 ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,842 ​ ​ 154,229 ​ ​ Pablo A. Vegas ​ ​ — ​ ​ 180,000 ​ ​ 450,000 ​ ​ 720,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,633 ​ ​ 31,615 ​ ​ 70,146 ​ ​ — ​ ​ 1,975,577 ​ ​ 1/30/2020 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,904 ​ ​ 208,666 ​ ​ 1/30/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34,364 ​ ​ 900,680 ​ (1) The awards were approved and granted in January 2018. In March 2018, the Compensation Committee updated the NOEPS performance goals to reflect changes to the Company’s financial plan as a result of the expected impact of tax reform. We determined that there was no incremental cost to the Company under FASB ASC 718 a as result of updating the NOEPS performance goals. (2) The information in the “Threshold,” “Target,” and “Maximum” columns reflects potential payouts based on the performance targets set under the CashSTI. The amounts actually paid appear in the “Non-Equity Incentive Plan. As noted above,Plan Compensation” column of the Named Executive Officers did not receive any payouts under the 2018 Cash Incentive Plan.2020 Summary Compensation Table. For a description of the Cash Incentive Plan,STI, please see the “STI” section above in the CD&A under “Executive Compensation Discussion and Analysis — “Annual Performance-Based Cash Incentive Plan” and “Compensation Committee Actions Related to 2018 Executive Compensation — 2018 Cash Incentive Plan.Elements.” (3)(2) The information in the “Threshold,” “Target,” and “Maximum” columns reflects the potential share payouts under the portion of the 2018 LTIP2020 LTI award granted in the form of PSUs (80% of the LTIPLTI award). The actual number of PSUs earned is determined based on Company (80% of the PSU grant) and individual performance (20% of the PSU grant) over the three-year performance period from 20182020 through 2020.2022. In addition, the PSUs are subject to a service-based vesting condition until February 26, 2021. For28, 2023. Under the terms of the PSU awards, the PSUs will be earned based on achievement of goals relating to NOEPS and the Customer Value Framework, subject to a description, please see+/-25% RSTR payout modifier on the Compensation Discussion and Analysis — “Compensation Committee Actions Related to 2018 Executive Compensation — 2018 LTIP Awards.” IfNOEPS portion. The amount reported in the target“Threshold” column represents the minimum level of performance is met, the individual would receive 100%PSUs that may vest based on the achievement of the target valuethreshold NOEPS goal and the application of the grant, as designated by-25% RTSR payout modifier. The amount reported in the Compensation Committee. The Compensation Committee also set threshold and maximum performance goals. If the threshold performance level is not met, then the executive would not vest in any portion“Target” column represents target achievement of the award. At the threshold performance level, the executive would receive 50%NOEPS goal, achievement of the target valueCustomer Value Framework goals and no application of the grant, and atRTSR payout modifier. The amount reported in the “Maximum” column represents maximum performance level, the executive would receive 200%achievement of the target valueNOEPS goal, achievement of the grant. All 2018 PSUs were granted in January 2018.Customer Value Framework goals and the application of the +25% RTSR payout modifier on the NOEPS portion. For further information regarding these awards, please see the LTI section above in the CD&A under “Executive Compensation Discussion and Analysis — “Compensation Committee Actions Related to 2018 Executive Compensation — 2018 LTIP Awards.Elements.” (4)(3) Represents the portion of the 2018 LTIP2020 LTI award granted in the form of RSUs (20% of the LTIPLTI award). These awards will vest on February 26, 2021,28, 2023, provided the executive continues to be employed by us through that date, as described in the “Compensation DiscussionLTI section above in the CD&A under “Executive Compensation Elements” except for Special Retention Awards of 34,364 service-based RSUs granted to Messrs. Brown and Analysis — “Compensation Committee Actions RelatedVegas that will vest on January 30, 2024 provided the executive continues to 2018 Executive Compensation- 2018 LTIP Awards.be employed by us on that date. For more information regarding these awards, please see the “Special Retention Awards” section in the CD&A under “Executive Compensation Elements.” (5)(4) Amounts reported in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, with respect to 80% of the PSUs and all RSUs granted in 2018,2020, calculated based on the average market price of our common stock on the grant date, less the present value of any dividends not received during the vesting period. With respect to 20% of the PSUs, amounts reported in this column represent the aggregate service inception date fair value, computed in accordance with FASB ASC Topic 718, calculated based on the closing market price of our common stock on the service inception date. All of the PSUs are subject to performance conditions therefore,and the valuevalues reported in this column for thesethe PSU awards isare based upon the probable outcome of such conditions. 40   2021 Proxy Statement | 53 TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION Outstanding Equity Awards at 20182020 Fiscal Year-End The following table sets forth information at fiscal year-end concerning outstanding grants of equity awards to the Named Executive Officers. At fiscal year-end, none of our Named Executive Officers held any outstanding option awards with respect to the Company. ​ ​ ​ Stock Awards ​ ​ Name ​ ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ ​ Market Value of Shares or Units of Stock That Have Not Vested ($)(1) ​ ​ Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) ​ ​ Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) ​ ​ Joseph Hamrock ​ ​ 111,235(3) ​ ​ 2,551,731 ​ ​ — ​ ​ — ​ ​ 74,087(4) ​ ​ 1,699,556 ​ ​ — ​ ​ — ​ ​ 62,972(5) ​ ​ 1,444,578 ​ ​ — ​ ​ — ​ ​ 58,858(6) ​ ​ 1,350,203 ​ ​ — ​ ​ — ​ ​ 35,102(7) ​ ​ 805,240 ​ ​ — ​ ​ — ​ ​ 32,102(8) ​ ​ 736,420 ​ ​ — ​ ​ — ​ ​ 30,024(9) ​ ​ 688,751 ​ ​ — ​ ​ — ​ ​ 77,268(11) ​ ​ 1,772,528 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 128,406(12) ​ ​ 2,945,634 ​ ​ — ​ ​ — ​ ​ 120,095(13) ​ ​ 2,754,979 ​ ​ Donald E. Brown ​ ​ 7,781(7) ​ ​ 178,496 ​ ​ — ​ ​ — ​ ​ 8,065(8) ​ ​ 185,011 ​ ​ — ​ ​ — ​ ​ 7,904(9) ​ ​ 181,318 ​ ​ — ​ ​ — ​ ​ 34,364(10) ​ ​ 788,310 ​ ​ — ​ ​ — ​ ​ 17,127(11) ​ ​ 392,893 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 32,258(12) ​ ​ 739,999 ​ ​ — ​ ​ — ​ ​ 31,615(13) ​ ​ 725,248 ​ ​ Carrie J. Hightman ​ ​ 123,216(3) ​ ​ 2,826,575 ​ ​ — ​ ​ — ​ ​ 60,442(4) ​ ​ 1,386,539 ​ ​ — ​ ​ — ​ ​ 45,365(5) ​ ​ 1,040,673 ​ ​ — ​ ​ — ​ ​ 5,733(7) ​ ​ 131,515 ​ ​ — ​ ​ — ​ ​ 5,865(8) ​ ​ 134,543 ​ ​ — ​ ​ — ​ ​ 5,498(9) ​ ​ 126,124 ​ ​ — ​ ​ — ​ ​ 12,288(11) ​ ​ 281,887 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,461(12) ​ ​ 538,195 ​ ​ — ​ ​ — ​ ​ 21,993(13) ​ ​ 504,519 ​ ​ Violet G. Sistovaris ​ ​ 14,563(4) ​ ​ 334,075 ​ ​ — ​ ​ — ​ ​ 21,068(5) ​ ​ 483,300 ​ ​ — ​ ​ — ​ ​ 14,715(6) ​ ​ 337,562 ​ ​ — ​ ​ — ​ ​ 5,733(7) ​ ​ 131,515 ​ ​ — ​ ​ — ​ ​ 5,499(8) ​ ​ 126,147 ​ ​ — ​ ​ — ​ ​ 5,842(9) ​ ​ 134,015 ​ ​ — ​ ​ — ​ ​ 12,620(11) ​ ​ 289,503 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 21,994(12) ​ ​ 504,542 ​ ​ — ​ ​ — ​ ​ 23,368(13) ​ ​ 536,062 ​ 54 |   2021 Proxy Statement TABLE OF CONTENTS   Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) Joseph Hamrock — — — —   111,235 (3)    2,819,807   — — — — — —   74,087 (4)    1,878,105   — — — — — —   62,972 (5)    1,596,340   — — — — — —   58,858 (6)    1,492,050   — — — — — —   35,102 (7)    889,836   — — — — — —   142,790 (8)    3,619,727   — — — — — — — —   136,178 (9)    3,452,112   — — — — — —   140,408 (10)    3,559,343   Donald E. Brown — — — —   7,781 (7)    197,248   — — — — — —   48,549 (8)    1,230,717   — — — — — — — —   40,504 (9)    1,026,776   — — — — — —   31,122 (10)    788,943   Pablo A. Vegas — — — —   7,781 (7)    197,248   — — — — — —   33,752 (8)    855,613   — — — — — — — —   37,904 (9)    960,866   — — — — — —   31,122 (10)    788,943   Violet G. Sistovaris — — — —   14,563 (4)    369,172   — — — — — —   21,068 (5)    534,074   — — — — — —   14,715 (6)    373,025   — — — — — —   5,733 (7)    145,332   — — — — — —   34,270 (8)    868,745   — — — — — — — —   29,253 (9)    741,564   — — — — — —   22,932 (10)    581,326   Carrie J. Hightman — — — —   123,216 (3)    3,123,526   — — — — — —   60,442 (4)    1,532,205   — — — — — —   45,365 (5)    1,150,003   — — — — — —   5,733 (7)    145,332   — — — — — —   42,837 (8)    1,085,918   — — — — — — — —   33,753 (9)    885,639   — — — — — —   22,932 (10)    581,326   2020 EXECUTIVE COMPENSATION ​ ​ ​ Stock Awards ​ ​ Name ​ ​ Number of Shares or Units of Stock That Have Not Vested (#) ​ ​ Market Value of Shares or Units of Stock That Have Not Vested ($)(1) ​ ​ Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) ​ ​ Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) ​ ​ Pablo A. Vegas ​ ​ 7,781(7) ​ ​ 178,496 ​ ​ — ​ ​ — ​ ​ 8,065(8) ​ ​ 185,011 ​ ​ — ​ ​ — ​ ​ 7,904(9) ​ ​ 181,318 ​ ​ — ​ ​ — ​ ​ 34,364(10) ​ ​ 788,310 ​ ​ — ​ ​ — ​ ​ 17,127(11) ​ ​ 392,893 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 32,258(12) ​ ​ 739,999 ​ ​ — ​ ​ — ​ ​ 31,615(13) ​ ​ 725,248 ​ (1) Amounts shown represent the market value of the unvested RSUs held by the Named Executive Officers calculated using the closing sale price of our common stock on December 31, 2018,2020, the last trading day of fiscal 2018,2020 which was $25.35$22.94 per share. (2) Amounts shown represent the market value of the unvested PSUs and performance shares held by the Named Executive Officers calculated using the closing sale price of our common stock on December 31, 2018,2020, the last trading day of fiscal 2018,2020, which was $25.35$22.94 per share. 41 TABLE OF CONTENTS (3) The awards shown represent RSUs granted on July 13, 2015, following the conversion of the 2013 performance shares in connection with the Separation.separation of Columbia Pipeline Group, Inc. from the Company (“the Separation”). The vesting date for these awards was February 29, 2016. The amounts shown represent the portion of the award the vesting of which has been delayed in accordance with the terms of the award agreements due to the limitations on deductibility under Section 162(m) of the Code.Internal Revenue Code (“Section 162(m) of the Code”). These units are payable in shares of our common stock on the earlier to occur of: the executive’s termination of employment,employment; the date the executive is no longer subject to Section 162(m) of the Code,Code; or the date the RSUs can be paid to the executive and be deductible under Section 162(m) of the Code. Because Ms. Hightman is no longer an employee of the Company, her RSU award vested and will be paid in 123,216 shares of common stock on the six month anniversary of her separation. (4) The awards shown represent RSUs granted on July 13, 2015, following the conversion of the 2014 performance shares in connection with the Separation. The vesting date for these awards was February 28, 2017. The amounts shown represent the portion of the award the vesting of which has been delayed in accordance with the terms of the award agreements due to the limitations on deductibility under Section 162(m) of the Code. These units are payable in shares of our common stock on the earlier to occur of: the executive’s termination of employment; the date the executive is no longer subject to Section 162(m) of the Code; or the date the RSUs can be paid to the executive and be deductible under Section 162(m) of the Code. Because Ms. Hightman is no longer an employee of the Company, her RSU award vested and will be paid in 60,442 shares of common stock on the six month anniversary of her separation. (5) The awards shown represent the 2015 annual long-term equity awards granted in the form of RSUs in connection with the Separation. These units were granted on January 29, 2015. The vesting date for these awards was February 2, 2018. The amounts shown represent the portion of the award the vesting of which has been delayed in accordance with the terms of the award agreements due to the limitations on deductibility under Section 162(m) of the Code. These units are payable in shares of our common stock on the earlier to occur of: the executive’sexecutive's termination of employment,employment; the date the executive is no longer subject to Section 162(m) of the Code,Code; or the date the RSUs can be paid to the executive and be deductible under Section 162(m) of the Code. Because Ms. Hightman is no longer an employee of the Company, her RSU award vested and will be paid in 45,365 shares of common stock on the six month anniversary of her separation. (6) These awards shown represent RSUs granted on July 13, 2015, in connection with the assumption of additional responsibilities in connection with the Separation. The vesting date for these awards was February 2, 2018. The amounts shown represent the portion of the award the vesting of which has been delayed in accordance with the terms of the award agreements due to the limitation on deductibility under Section 162(m) of the Code. These units are payable in shares of our common stock on the earlier to occur of: the executive’sexecutive's termination of employment; the date the executive is not subject to Section 162(m) of the Code; or the date the RSUs can be paid to the executive and be deductible under Section162(m) of the Code. (7) The awards shown represent RSUs granted on January 25, 2018, except for Mr. Hamrock’sHamrock's award, which was granted on January 26, 2018. These RSUs vested on February 26, 2021, provided the executive continued to be employed by us on that date. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age and service requirement for retirement under the 2018 RSU award agreement, a pro-rata portion of her award vested based on service months from the grant date to her separation date. Ms. Hightman forfeited 151 RSUs due to the pro rata vesting provisions.   2021 Proxy Statement | 55 TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION (8) The awards shown represent RSUs granted on January 31, 2019, except for Mr. Hamrock's award, which was granted on February 1, 2019. These shares will vest on February 26, 2021,28, 2022 provided hethe executive continues to be employed by us on that date. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age and service requirement for retirement under the 2019 RSU award agreement, a pro-rata portion of her award vested based on service months from the grant date to her separation date. Ms. Hightman forfeited 2,006 RSUs due to the pro rata vesting provisions. (8)(9) The awards shown represent 2016 performance sharesRSUs granted on January 29, 2016,30, 2020, except for Mr. Vegas’Hamrock's award, which was granted on May 3, 2016, the date he joined us.January 31, 2020. These shares vested followingwill vest on February 28, 2023 provided the certificationexecutive continues to be employed by us on that date. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age requirement for retirement under the 2020 RSU award agreement, a pro-rata portion of Company performanceher award vested based on service months from the Company’s performance relativegrant date to performance goals duringher separation date. Ms. Hightman forfeited 3,617 RSUs due to the performance period beginning January 1, 2016 and ending December 31, 2018, and the executive’s continued employment through February 28, 2019.pro rata vesting provisions (9)(10) The awards shown represent 2017 performance sharesSpecial Retention Awards of service-based RSUs granted on January 26, 2017, at target levels, except for Mr. Hamrock’s award that was granted30, 2020. The awards vest on January 27, 2017. Mr. Vegas’ award also includes 4,151 performance shares30, 2024 provided the executive continues to be employed by us on that were awarded to him on May 1, 2017,date. For more information regarding these awards, please see the “Special Retention Awards” section in connection with the assumption of additional responsibilities. The number of shares that will actually vest is dependent upon the Company performance relative to three-year performance goals over the 2017-2019 performance period and the executive’s continued employment through February 28, 2020.CD&A under “Executive Compensation Elements.” (10)(11) The awards shown represent 2018 PSUs granted on January 25, 2018, except for Mr. Hamrock’sHamrock's award, which was granted on January 26, 2018. These shares vested after the certification of results for the performance period beginning January 1, 2018 through December 31, 2020 for LTI purposes and continued employment through February 26, 2021. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age and service requirement for retirement under the 2018 PSU award agreement, a pro-rata portion of her award vested based on the service months elapsed from the grant date through her separation date vested. Ms. Hightman forfeited 332 PSUs due to the pro rata vesting provisions. (12) The awards shown represent 2019 PSUs granted on January 31, 2019, except for Mr. Hamrock's award, which was granted on February 1, 2019. The number of shares that will actually vest is dependent upon Company (80% of the PSU grant) and individualour performance (20% of the PSU grant) relative to three-year performance goals over the 2018-20202019-2021 performance period and the executive’sexecutive's continued employment through February 26,28, 2022. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age and service requirement for retirement under the 2019 PSU award agreement, a pro-rata portion of her target award representing 15,435 shares (based on the service months elapsed from the grant date through her separation date) is eligible to vest based on Company performance on February 28, 2022; the balance of her target award representing 8,026 was forfeited. (13) The awards shown represent 2020 PSUs granted on January 30, 2020, except for Mr. Hamrock's award, which was granted on January 31, 2020. The number of shares that will actually vest is dependent upon our performance relative to three-year performance goals over the 2020-2022 performance period and the executive's continued employment through February 28, 2023. Ms. Hightman separated from the Company on January 29, 2021. Because Ms. Hightman's separation from the Company satisfied the age and service requirement for retirement under the 2020 PSU award agreement, a pro-rata portion of her target award representing 7,524 shares (based on the service months elapsed from the grant date through her separation date) is eligible to vest based on Company performance on February 28, 2023; the balance of her target award representing 14,469 shares was forfeited. 42 56 |   2021 Proxy Statement TABLE OF CONTENTS 2018 2020 EXECUTIVE COMPENSATION 2020 Option Exercises and Stock Vested The following table sets forth information onregarding the numbervesting of shares that vested and the value eachstock awards during 2020. During 2020, none of our Named Executive Officer received upon vesting during 2018.   Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting(6) ($) Joseph Hamrock   —     —     —   (1)  — Donald E. Brown   —     —     46,183 (2)    1,107,007   Pablo A. Vegas   —     —     21,636 (3)    553,233   Violet G. Sistovaris   —     —     973 (4)    23,323   Carrie J. Hightman   —     —     1,863 (5)    44,656   Officers exercised or held option awards with respect to the Company. ​ ​ ​ Stock Awards ​ ​ Name ​ ​ Number of Shares Acquired on Vesting(1) (#) ​ ​ Value Realized on Vesting(2) ($) ​ ​ Joseph Hamrock ​ ​ 136,178 ​ ​ 3,679,530 ​ ​ Donald E. Brown ​ ​ 40,504 ​ ​ 1,094,418 ​ ​ Carrie J. Hightman ​ ​ 33,753 ​ ​ 912,006 ​ ​ Violet G. Sistovaris ​ ​ 29,253 ​ ​ 790,416 ​ ​ Pablo A. Vegas ​ ​ 37,904 ​ ​ 1,024,166 ​ (1) (1) There were no shares distributed to Mr. Hamrock on February 2, 2018, the vesting date of the 62,972 RSUs granted on January 29, 2015 under the 2015 annual incentive award and 58,858 RSUs granted on July 13, 2015 in connection with his assumption of additional responsibilities following the Separation. Distribution of theseThe stock awards have been delayed in accordance with the terms of Mr. Hamrock’s award agreement due to the limitations on deductibility under Section 162(m) of the Code. These shares become payable on the earlier to occur of: Mr. Hamrock’s termination of employment; the date he is no longer subject to Section 162(m) of the Code; or the date the RSUs can be paid to him and be deductible under Section 162(m) of the Code. (2) Represents an award of RSUs granted on April 6, 2015,represent 2017 performance share awards, which vested on February 2, 2018.28, 2020. (3) Represents an award of RSUs granted on May 3, 2016, which vested on May 3, 2018. (4) The number of shares vested for Ms. Sistovaris consists of 973 shares that were distributed to her from the RSUs granted on January 29, 2015 under the 2015 annual incentive award which vested on February 2, 2018. Vesting of 21,068 of this award has been delayed in accordance with the terms of Ms. Sistovaris’ award agreement due to limitations on deductibility under Section 162(m) of the Code. In addition, there were no shares distributed to Ms. Sistovaris on February 2, 2018, the vesting date of the 14,715 RSUs granted on July 13, 2015 in connection with the assumption of additional responsibilities following the Separation. Distribution of these awards has been delayed in accordance with the terms of Ms. Sistovaris’ award agreement due to the limitations on deductibility under Section 162(m) of the Code. These shares become payable on the earlier to occur of: Ms. Sistovaris’ termination of employment; the date she is no longer subject to Section 162(m) of the Code; or the date the RSUs can be paid to her and be deductible under Section 162(m) of the Code. (5) The number of shares vested for Ms. Hightman consists of 1,863 shares that were distributed to her from the RSUs granted on January 29, 2015 under the 2015 annual incentive award which vested on February 2, 2018. Vesting of 45,365 shares of this award has been delayed in accordance with the terms of Ms. Hightman’s award agreement due to the limitations on deductibility under Section 162(m) of the Code. These shares become payable on the earlier to occur of: Ms. Hightman’s termination of employment; the date she is no longer subject to Section 162(m) of the Code; or the date the RSUs can be paid to her and be deductible under Section 162(m) of the Code. (6)(2) Amounts shown reflect the value realized by the Named Executive Officer upon the distributionvesting of vested stock which isawards during 2020, computed by multiplying the number of shares that vested and were distributed by the market value of our common stock on the vesting date. 43 TABLE OF CONTENTS 20182020 Pension Benefits Name Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($) Joseph Hamrock(1) NiSource Inc. Pension Plan — — Pension Restoration Plan — — Donald E. Brown(1) NiSource Inc. Pension Plan — — Pension Restoration Plan — — Pablo A. Vegas(1) NiSource Inc. Pension Plan — — Pension Restoration Plan — — Violet G. Sistovaris NiSource Inc. Pension Plan   24.0     1,020,528   Pension Restoration Plan   24.0     431,552   Carrie J. Hightman NiSource Inc. Pension Plan   11.1     205,734   Pension Restoration Plan   11.1     444,154   The following table provides information regarding pension benefits with respect to our Named Executive Officers under the NiSource Inc. Pension Plan and the Pension Restoration Plan. ​ Name ​ ​ Plan Name ​ ​ Number of Years Credited Service (#) ​ ​ Present Value of Accumulated Benefit ($) ​ ​ Joseph Hamrock(1) ​ ​ NiSource Inc. Pension Plan ​ ​ — ​ ​ — ​ ​ Pension Restoration Plan ​ ​ — ​ ​ — ​ ​ Donald E. Brown(1) ​ ​ NiSource Inc. Pension Plan ​ ​ — ​ ​ — ​ ​ Pension Restoration Plan ​ ​ — ​ ​ — ​ ​ Carrie J. Hightman ​ ​ NiSource Inc. Pension Plan ​ ​ 13.1 ​ ​ 261,476 ​ ​ Pension Restoration Plan ​ ​ 13.1 ​ ​ 524,180 ​ ​ Violet G. Sistovaris ​ ​ NiSource Inc. Pension Plan ​ ​ 26.0 ​ ​ 1,418,229 ​ ​ Pension Restoration Plan ​ ​ 26.0 ​ ​ 569,073 ​ ​ Pablo A. Vegas(1) ​ ​ NiSource Inc. Pension Plan ​ ​ — ​ ​ — ​ ​ Pension Restoration Plan ​ ​ — ​ ​ — ​ (1) Because Messrs. Hamrock, Brown and Vegas were hired after January 1, 2010, they are not eligible to participate in any of our defined benefit pension plans sponsored by the Company or its affiliates.plans. Tax Qualified Pension Plans. Our pension plans consist of several qualified defined benefit pension plans sponsored by the Company and its affiliates for their respective exempt salaried employees hired before January 1, 2010, including two of the Named Executive Officers. The specific defined benefit pension plan in which an employee participates generally depends upon the affiliate into which the employee was hired. Benefits under these plans are funded through and are payable from a trust fund, which consists of contributions we made and the earnings of the fund. Mses. Hightman and Sistovaris are the only Named Executive Officers eligible to participate in our pension plans.plans because they were hired prior to January 1, 2010. Mses. Hightman and Sistovaris each participate in the NiSource Inc. Pension Plan (the “NiSource Plan”) because they were hired prior to January 1, 2010.. The NiSource Plan previously provided for a “final average pay” benefit (“FAP benefit”) for exempt employees and, alternatively, a cash balance benefit feature (described below). All active exempt employees participating in the NiSource Plan, who had accrued a benefit under a FAP benefit formula or, alternatively, under the prior cash balance formula, were converted to the current cash balance formula as of January 1, 2011. Ms. Hightman was participating in the applicable current cash balance benefit formula and Ms. Sistovaris was participating in the FAP benefit formula at the time of the 2011 conversion. Pursuant to the 2011 conversion to the current cash balance feature, each eligible exempt employee who transitioned to the current cash balance feature has a benefit consisting of: (1) an “opening account balance” equal to either (a) in the   2021 Proxy Statement | 57 TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION case of an employee transitioning from a FAP benefit formula, the lump sum actuarial equivalent of the participant’s accrued FAP benefit as of the conversion date,date; or (b) in the case of an employee transitioning from the prior cash balance formula, equal to the account balance in such prior cash balance formula as of the conversion date; plus (2) annual pay and interest credits to the cash balance account from and after the conversion date. Annual pay credits to a participant’s account under the current cash balance formula equal a percentage of compensation, taking into account the Social Security Taxable Wage Base, based on the participant’s combined age and service for the plan year. The applicable pay credits are listed in the following table: Sum of Age Plus Years of Service Percentage of Total Compensation Percentage of Compensation Above 1/2 of the Taxable Wage Base Less than 50   4.0 %   1.0 % 50-69   5.0 %   1.0 % 70 or more   6.0 %   1.0 % ​ Sum of Age Plus Years of Service ​ ​ Percentage of Total Compensation ​ ​ Percentage of Compensation Above 1/2 of the Taxable Wage Base ​ ​ Less than 50 ​ ​ 4.0% ​ ​ 1.0% ​ ​ 50-69 ​ ​ 5.0% ​ ​ 1.0% ​ ​ 70 or more ​ ​ 6.0% ​ ​ 1.0% ​ Compensation for purposes of annual pay credits means base pay, any performance-based pay, any “banked” vacation (in the year of vacation payout) and any salary reduction contributions made for the employee pursuant to a plan maintained by the Company or an affiliate under Sections 125 or 401(k) of the Code, but excluding any amounts deferred to a non-qualified plan we maintain. In accordance with Code limits, the maximum compensation taken into account in determining benefits under the plans with respect to all participants, including eligible Named Executive Officers, in 20182020 was limited to $275,000.$285,000. Interest is credited each year to the account based on the interest rate on 30 year Treasury securities, as determined by the IRS, for the September immediately preceding the first day of each year, subject to a minimum interest credit of 4%. The automatic form of benefit under the cash balance feature of the NiSource Plan is a single life annuity in the case of an unmarried participant and a 50% joint and survivor pop-up annuity in the case of a married participant (unreduced for the value of the pop-up feature). Optional forms of payment are available depending on the participant’s marital status. Each optional form of benefit is defined to be the actuarial equivalent of the normal form of benefit defined in the NiSource Plan. Under the cash balance feature of the NiSource Plan, any participant may take a distribution of his or her vested cash balance account benefit upon termination of employment, without any reduction. Alternatively, if the participant’s accrued benefit is determined by the protected benefit calculation referenced above (i.e., the protected benefit calculation is greater than the participant’s cash balance account), the participant would receive the protected 44 TABLE OF CONTENTS benefit amount (which may reflect an actuarial or early retirement reduction if the participant elects to receive ita distribution prior to the normal retirement date as provided in the NiSource Plan). Because Mses. Hightman and Sistovaris participate in the current cash balance feature of the NiSource Plan, each is eligible to take an unreduced distribution of her cash balance account upon termination of employment regardless of age and service. As of December 31, 2018,2020, Mses. Hightman and Sistovaris were eligible for early retirement (which impacts the protected benefit calculation and is generally defined as attainment of age 55 with 10 years of eligible service) under the NiSource Plan. Assumptions. The present value of the accumulated benefit for Ms. Hightman consists of the account balance payable under the NiSource Plan. The present value of the accumulated benefit for Ms. Sistovaris consists of the present value of the protected benefit under the NiSource Plan (i.e., the present value of the FAP benefit payable as of the conversion date) plus annual pay and interest credits to the cash balance account after the conversion date. The assumptions used in calculating the present value of the accumulated benefit for Ms. Sistovaris are set forth in Note 11-Pension12 - Pension and Other Postretirement Benefits in the footnotes to the Consolidated Financial Statementsconsolidated financial statements contained in the Company’s 2020 Annual Report on Form 10-K for the year ended December 31, 2018.10-K. The Company has not granted any extra years of credited service under the NiSource Plan identified above. Non-qualified Pension Benefit Plan. We also sponsor a Pension Restoration Plan (the “Pension Restoration Plan”). The Pension Restoration Plan is a non-qualified, unfunded defined benefit plan. The plan includes employees of the Company and its affiliates whose benefits under the applicable tax-qualified pension plan are limited by Sections 415 (a limitation on annual accruals and payments under a defined benefit plan of $220,000$230,000 for 2018)2020) and 401(a)(17) (a limitation on annual compensation of $275,000$285,000 for 2018)2020) of the Code, including any eligible Named Executive Officer. The Pension Restoration Plan provides for a supplemental retirement benefit equal to the difference between (i) the benefit a participant would have received under the qualified pension plan had such benefit not been limited by Sections 415 and 401(a)(17) of the Code, or any other applicable section, and reduced by deferrals into our Deferred Compensation Plan, minus (ii) the actual benefit received under the qualified pension plan after applying any limits and considering deferrals into our Deferred Compensation Plan. Participants have the opportunity to elect any form of payment available under the qualified pension plan prior to accruing a benefit under the plan. If no election is made, the benefit is payable as a lump sum. The timing of payment under the Pension Restoration Plan generally is 45 days after one of the following: (1) if the participant qualifies for early retirement under the applicable qualified pension plan, 58 |   2021 Proxy Statement TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION following separation from service; or (2) if the participant does not qualify for early retirement at the time of separation from service, the later of separation from service or age 65, subject to a six-month delay for key employees under Section 409A of the Code for payments triggered by separation from service. No plan benefits were paid to Ms. Hightman or Ms. Sistovaris under the NiSource Pension Plan or the Pension Restoration Plan in 2018. 20182020. 2020 Non-qualified Deferred Compensation Name Plan Name Executive Contributions in Last FY ($)(1) Registrant Contributions in Last FY ($)(2) Aggregate Earnings in Last FY ($)(3) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last FYE ($)(4) Joseph Hamrock Deferred Compensation Plan(5) — —   (32,066 ) —   316,493   Savings Restoration Plan(6) —   50,021     (15,935 ) —   226,102   Donald E. Brown Deferred Compensation Plan(5) — — — —   52,690   Savings Restoration Plan(6) —   19,542     (3,061 ) —   59,162   Pablo A. Vegas Deferred Compensation Plan(5) — — — — — Savings Restoration Plan(6) —   16,771     89   —   36,088   Violet G. Sistovaris Deferred Compensation Plan(5) — — — —   588,551   Savings Restoration Plan(6) —   13,271     3,391   —   87,439   Carrie J. Hightman Deferred Compensation Plan(5) — — — — — Savings Restoration Plan(6) —   15,050     (12,034 ) —   251,301   The following table provides information regarding deferred compensation with respect to our Named Executive Officers under the Deferred Compensation Plan and the Savings Restoration Plan. ​ Name ​ ​ Plan Name ​ ​ Executive Contributions in Last FY ($)(1) ​ ​ Registrant Contributions in Last FY ($)(2) ​ ​ Aggregate Earnings in Last FY ($)(3) ​ ​ Aggregate Withdrawals/ Distributions ($) ​ ​ Aggregate Balance at Last FYE ($)(4) ​ ​ Joseph Hamrock ​ ​ Deferred Compensation Plan(5) ​ ​ — ​ ​ — ​ ​ 66,205 ​ ​ — ​ ​ 464,855 ​ ​ Savings Restoration Plan(6) ​ ​ — ​ ​ 42,900 ​ ​ 96,749 ​ ​ — ​ ​ 475,408 ​ ​ Donald E. Brown ​ ​ Deferred Compensation Plan(5) ​ ​ — ​ ​ — ​ ​ 69,138 ​ ​ — ​ ​ 170,024 ​ ​ Savings Restoration Plan(6) ​ ​ ​ ​ 18,900 ​ ​ 33,280 ​ ​ — ​ ​ 147,234 ​ ​ Carrie J. Hightman ​ ​ Deferred Compensation Plan(5) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Savings Restoration Plan(6) ​ ​ — ​ ​ 12,900 ​ ​ 223,399 ​ ​ — ​ ​ 593,944 ​ ​ Violet G. Sistovaris ​ ​ Deferred Compensation Plan(5) ​ ​ — ​ ​ — ​ ​ 172,685 ​ ​ — ​ ​ 928,706 ​ ​ Savings Restoration Plan(6) ​ ​ — ​ ​ 12,900 ​ ​ 3,766 ​ ​ — ​ ​ 122,279 ​ ​ Pablo A. Vegas ​ ​ Deferred Compensation Plan(5) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Savings Restoration Plan(6) ​ ​ — ​ ​ 18,900 ​ ​ 1,971 ​ ​ — ​ ​ 77,542 ​ (1) Amounts shown as “Executive Contributions in Last FY,” if any, were deferred under our Deferred Compensation Plan. The Named Executive Officers may elect to defer and invest between 5% and 80% of their base compensation and between 5% and 80% of their bonus on a pre-tax basis. Participant deferrals are fully vested. (2) The amount of Company contributions for each Named Executive Officer in this column is included in each Named Executive Officer’s compensation reported in the 20182020 Summary Compensation Table-“AllTable – “All Other Compensation.” (3) The aggregate earnings in this column are not reported in the 20182020 Summary Compensation Table. For a discussion of investment options under these plans, see the narrative accompanying this table. (4) The aggregate balance includes amounts for each Named Executive Officer that would have been previously reported as compensation in the Summary Compensation Table for prior years had he or she been a Named Executive Officer in those prior years with the exception of any amounts shown for the aggregate earnings on deferred compensation. (5) For a description of the Deferred Compensation Plan, please see the Compensation Discussion and Analysis-“Other“Other Compensation and Benefits-DeferredBenefits – Deferred Compensation Plan” section in the CD&A under “Executive Compensation Elements” and the narrative accompanying this table. 45 TABLE OF CONTENTS (6) For a description of the Savings Restoration Plan, please see the Compensation Discussion and Analysis-“Other“Other Compensation and Benefits-SavingsBenefits – Savings Programs” section in the CD&A under “Executive Compensation Elements” and the narrative accompanying this table. These contributions are fully vested. We sponsor the Savings Restoration Plan and the Deferred Compensation Plan, two non-qualified defined contribution plans, neither of which credits above-market or preferential earnings. Participants in both plans have an unsecured contractual right to be paid the amountsAmounts due under the plans are unsecured contractual obligations that are paid from the Company’sour general assets. Savings Restoration Plan.   We sponsor the The Savings Restoration Plan to provideprovides a supplemental benefit to eligible employees, including the Named Executive Officers, equal to the difference between: (i) the employer contributions (including matching and profit sharing contributions) an employee would have received under our Retirement Savings Plan had such benefit not been limited by Sections 415 (a limitation on annual contributions under a defined contribution plan of $55,000$57,000 for 2018)2020) and 401(a)(17) (a limitation on annual compensation of $275,000$285,000 for 2018)2020) of the Code, and the Retirement Savings Plan’s definition of compensation, which excludes deferrals into our Deferred Compensation Plan for purposes of calculating certain employer contributions, minus (ii) the actual employer contributions the employee received under the Retirement Savings Plan. Amounts credited under the Savings Restoration Plan are deferred on a pre-tax basis. Participants’ accounts under the Savings Restoration Plan are 100% vested. Employees designate how these contributions will be invested;invested, with the investment options generally are the same as those available under our Retirement Savings Plan.   2021 Proxy Statement | 59 TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION The timing of payment under the Savings Restoration Plan differs depending on whether the amounts were earned and vested before January 1, 2005 (“Pre-409A Amounts”) or after December 31, 2004 (“Post-409A Amounts”). Pre-409A Amounts generally are payable at the time when amounts under the Retirement Savings Plan are paid. Participants may elect in any year to withdraw Pre-409A Amounts, but that withdrawal is subject to a 10% reduction to the extent the payment is before the amount was otherwise payable under the Retirement Savings Plan. Post-409A Amounts generally are paid within 45 days after separation from service, although key employees (within the meaning of Section 409A of the Code) are subject to a six-month payment delay in accordance with Section 409A of the Code. Participants may not elect to receive early in-service distributions of Post-409A Amounts. Both Pre-409A Amounts and Post-409A Amounts may be distributed upon an unforeseeable emergency, as determined in accordance with the terms of the Savings Restoration Plan. The form of payment for both amounts is the form elected by the participant among the choices available under the Retirement Savings Plan. Deferred Compensation Plan.   We sponsor the The Deferred Compensation Plan in whichprovides employees at certain job levels and other key employees designated by the Compensation Committee, including the Named Executive Officers, are eligiblethe ability to participate to allow deferraldefer compensation on a pre-tax basis, of compensation, including compensation that would otherwise be limited by the Code. Participants may elect to defer and invest between 5% and 80% of their base compensation and between 5% and 80% of their non-equity incentive paymentannual bonus on a pre-tax basis. Employees designate how their contributions will be invested;invested, with the investment options generally are the same as those available under our Retirement Savings Plan. Employee contributions and any earnings thereon are 100% vested. The timing of payment under the Deferred Compensation Plan generally is the March 31st31st after the date of the participant’s separation from service. This timing applies both to the Pre-409A Amounts and Post-409A Amounts. In the case of Post-409A Amounts payable to key employees within the meaning of Section 409A of the Code, payments generally will not be payable until six months after the date of separation from service. Participants also may elect to receive in-service distributions of both Pre-409A Amounts and Post-409A Amounts. If a participant requests an in-service distribution of a Pre-409A Amount with less than 12 months’ advance notice, however, the distribution is subject to a 10% reduction. Participants may delay the commencement of distributions for five years after their originally scheduled payment date, in accordance with the subsequent deferral procedures under Section 409A of the Code. Both Pre-409A Amounts and Post-409A Amounts also may be paid upon an unforeseeable emergency, as determined in accordance with the terms of the plan. The form of payment for both amounts may be either a lump sum or annual installments of up to 15 years, as elected by the participant. Potential Payments upon Termination of Employment or a Change-in-Control of the Company We provide certain benefits to eligible employees, including All of the Named Executive Officers are eligible for certain benefits, upon certain types of terminations of employment, including a termination of employment involving a Change-in-Controlchange-in-control of the Company.Company (“Change-in Control”). These benefits are in addition to the benefits to which the employeesthey would be entitled upon a termination of employment generally (i.e., (i) vested retirement benefits accrued as of the date of termination, (ii) stock-based awards that are vested as of the date of termination, and (iii) the right to continue medical coverage pursuant to COBRA). The incrementaladditional benefits that pertain to the Named Executive Officers are described below. Executive Severance Policy. Our Executive Severance Policy was established to provideprovides severance pay and other benefits to terminated executive-level employees whoat a certain job level, including our Named Executive Officers, provided they satisfy the terms of the policy. No severance pay or other benefits are paid under this policy if the termination of employment occurs in connection with a Change-in-Control. Under the Executive Severance Policy, an employee isbecomes eligible to receive benefits under the policy if termination of employment results in the employee being eligible for a payment under a Change-in-Control and Termination Agreement or employment agreement. A participant becomes entitled to receive benefits under the policy only if he or she is terminated forunder any of the following reasons:scenarios: (a) the employee’sa position is eliminatedelimination due to a reduction in force or other restructuring; (b) we require the employee’sa position to relocaterelocation of more than 50 miles from its current location and itthat results in the employee having a longer commute of at leastmore than 20 miles and the employee chooses not to relocate; or (c) the employee is constructively terminated.constructive termination. Constructive termination means:means a material reduction with respect to: (1) the scope of the participant’s position is changed materially;employee’s position; (2) the participant’semployee’s base pay is reduced by a material amount;pay; or (3) the participant’s opportunity to earnemployee’s annual incentive opportunity; and as a bonus under anyresult of our corporate incentive plans is materially reduced or is eliminated, and, in any such event, the participantemployee chooses not to remain employed in such position. terminate employment. Under our Executive Severance Policy, an eligible employee receives severance pay in the amount of 52 weeks of base salary at the rate in effect on the date of termination. The employee also receives a lump sum paymentamount equivalent to 130% of 52 weeks of COBRA (as defined in the Code and the Employee Retirement Income Security Act of 1974) continuation coverage premiums and outplacement services. Each of the Named Executive Officers are eligible to receive benefits under our Executive Severance Policy. 46 60 |   2021 Proxy Statement TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION Change-in-Control and Termination Agreements. As of December 31, 2018,2020, we had Change-in-Control and Termination Agreements with each of the Named Executive Officers. We entered into these agreements based upon itsour belief that they are in the best interests of the stockholders. They are designed to help ensure that in the event of extraordinary events, a thoroughly objective judgment is made on any potential corporate transaction, so that stockholder value is appropriately safeguarded and maximized. The Change-in-Control and Termination Agreements provide for cash severance benefits if the executive terminates employment for “Good Reason” (as defined below) or is terminated by us for any reason other than “Good Cause” (as defined below) within 24 months following certain Change-in-Control events (referred to as a “double trigger”). In addition, pursuant to the terms of the 2020 Omnibus Plan and 2010 Omnibus Plan, the executives’ equity awards granted after October 2015 are subject to double trigger accelerated vesting in the event of a Change-in-Control unless an acquiring company does not assume or replace such awards upon the Change-in-Control. Equity awards granted prior to October 2015 would vest immediately upon a Change-in-Control. None of the agreements contain a “gross-up” provision to reimburse executives for excise taxes incurred with respect to benefits received under a Change-in-Control and Termination Agreement. The Change-in-Control and Termination Agreements can be terminated on twelve months’ notice.notice to the participant. For purposes of the Change-in-Control and Termination Agreements: “Change-in-Control”   shall be deemed to take place on the occurrence of any of the following events: (1) the acquisition by an entity, person or group (including all affiliates or associates of such entity, person or group) of beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act, of our capital stock entitled to exercise more than 30% of the outstanding voting power of our capital stock entitled to vote in elections of directors (“Voting Power”); (2) the effective time of: (i) a merger or consolidation of the Company with one or more other corporations unless the holders of the outstanding Voting Power of the Company immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any affiliate or associate thereof) hold at least 50% of the Voting Power of the surviving or resulting corporation (in substantially the same proportion as our Voting Power immediately prior to such merger or consolidation); or (ii) a transfer of a substantial portion of Company property, other than to an entity of which we own at least 50% of the Voting Power; or (3) the election to the Board of candidates who were not recommended for election by the Board, if such candidates constitute a majority of those elected in that particular election (for this purpose, recommended directors will not include any candidate who becomes a member of the Board as a result of an actual or threatened election contest or proxy or consent solicitation on behalf of anyone other than the Board or as a result of any appointment, nomination, or other agreement intended to avoid or settle a contest or solicitation). Notwithstanding the foregoing, a Change-in-Control shall not be deemed to take place by virtue of any transaction in which the executive is a participant in a group effecting an acquisition of the Company and, after such acquisition, the executive holds an equity interest in the acquiring entity. “Good Cause” shall be deemed to exist if, and only if, we notify the executive, in writing, within 60 days of itsour knowledge that one of the following events occurred: (1) the executive has engaged in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to the Company; or (2) the executive has been convicted of a criminal violation involving fraud or dishonesty. “Good Reason” shall be deemed to exist if, and only if: (1) there is a significant diminution in the nature or the scope of the executive’s authorities or duties; (2) there is a significant reduction in the executive’s monthly rate of base salary and the executive’s opportunity to earn a bonus under an incentive bonus compensation plan we maintain or the executive’s benefits; (3) we change by 50 miles or more the principal location at which the executive is required to perform services as of the date of a Change-in-Control; or (4) there is a material breach of the Change-in-Control and Termination Agreement. The Change-in-Control and Termination Agreements provide for a lump sum payment of two (three in the case of Mr. Hamrock) times the executive’s current annual base salary and target annual incentive bonus compensation. The executive will also receive a pro rata portion of the executive’s targeted annual incentive bonus for the year of termination. The Change-in-Control and Termination Agreements also provide that in the event of a Change-in-Control, the executive’s total Change-in-Control related payments will be equal to the best “net benefit” which is equal to the greater of: (i) the after-tax value of the executive’s total severance amountChange-in-Control related payments reduced by the 20% excise tax and other federal, state, local and other taxes; and (ii) the after-tax value of the executive’s severance amountChange-in-Control related payments that has been reduced to the extent necessary so that it would not trigger an excise tax, reduced for federal, state, local and other taxes (in each case, without a gross-up). 47 TABLE OF CONTENTS In addition, the Change-in-Control and Termination Agreements provide for the executives to receive a lump sum amount equivalent to 130% of the COBRA continuation premiums due for the two-year period (three in the case of Mr. Hamrock) following termination. In the event of a Change-in-Control, all outstanding equity awards which have been granted to each of the Named Executive Officers under the applicable Omnibus Plan and are outstanding as of December 31, 2018,2020, will vest only upon a termination of employment in connection with a Change-in-Control. In connection with the closing of the CMA transaction, Ms. Hightman stepped down from her role as CEO, CMA. In addition, on October 19, 2020, it was agreed that Ms. Hightman would depart the Company on January 29, 2021, and her position overseeing the legal function and directing federal government affairs would be eliminated as of such date. In connection with her departure, Ms. Hightman became contractually entitled to receive benefits under the Company's Executive Severance Policy as follows: (i) a lump sum payment of $500,000; (ii) a payout of $21,180 equivalent to the cost of 130% of twelve months of COBRA premiums; (iii) a $187,220 payout of accrued and unused vacation time; and (iv) outplacement services with an estimated value of $25,000. In addition, Ms. Hightman remained eligible to receive her 2020 STI, which was awarded at $130,000 based on Company performance during 2020. Additionally, because she is no longer an employee, 229,023 shares under RSU award agreements that were subject to delayed vesting in accordance with their terms vested and will be distributed to Ms. Hightman on the six month anniversary of her separation date. These shares were payable on the earlier to occur of her termination of employment,   2021 Proxy Statement | 61 TABLE OF CONTENTS   Severance ($) Pro Rata Target Bonus Payment ($) Equity Grants ($) Welfare Benefits ($) Outplacement ($) Total Payment ($) Joseph Hamrock                                     Voluntary Termination(1) — —   7,786,302   — —   7,786,302   Retirement(2) — — — — — — Disability(2) — —   6,442,931   — —   6,442,931   Death(2) — —   6,442,931   — —   6,442,931   Involuntary Termination(3)   1,000,000   — —   26,552     25,000     1,051,552   Change-in-Control(4)(5)   6,600,000     1,200,000     10,917,713     86,513     25,000     18,829,226   Donald E. Brown                                     Voluntary Termination(1) — — — — — — Retirement(2) — — — — — — Disability(2) — —   1,931,518   — —   1,931,518   Death(2) — —   1,931,518   — —   1,931,518   Involuntary Termination(3)   575,000   — —   24,088     25,000     624,088   Change-in-Control(4)(5)   2,012,500     431,250     3,038,552     51,682     25,000     5,558,984   Pablo A. Vegas                                     Voluntary Termination(1) — — — — — — Retirement(2) — — — — — — Disability(2) — —   1,584,806   — —   1,584,806   Death(2) — —   1,584,806   — —   1,584,806   Involuntary Termination(3)   525,000   —         26,865     25,000     576,865   Change-in-Control(4)(5)   1,837,500     393,750     2,660,052     56,929     25,000     4,973,231   Violet G. Sistovaris                             Voluntary Termination(1) — —   1,276,271   — —   1,276,271   Retirement(2) — —   1,383,680   — —   1,383,680   Disability(2) — —   1,383,680   — —   1,383,680   Death(2) — —   1,383,680   — —   1,383,680   Involuntary Termination(3)   475,000   — —   17,851     25,000     517,851   Change-in-Control(4)(5)   1,615,000     332,500     2,192,167     38,599     25,000     4,203,266   Carrie J. Hightman                                     Voluntary Termination(1) — —   5,805,734   — —   5,805,734   Retirement(2) — —   1,627,166   — —   1,627,166   Disability(2) — —   1,627,166   — —   1,627,166   Death(2) — —   1,627,166   — —   1,627,166   Involuntary Termination(3)   490,000   — —   18,044     25,000     533,044   Change-in-Control(4)(5)   1,568,000     294,000     2,487,215     39,076     25,000     4,413,291   2020 EXECUTIVE COMPENSATION the date she was no longer subject to Section 162(m) of the Code, or the date the shares could be paid and be deductible under Section 162(m) of the Code. The estimated value of these shares is $5,072,859 based on the closing price of the Company's common stock on January 29, 2021, which was $22.15 per share. Because she satisfied the age and service requirement for retirement under the 2018, 2019 and 2020 LTI award agreements, a pro-rata portion of Ms. Hightman's outstanding 2018, 2019 and 2020 LTI awards vested or are eligible to vest based on service months from each respective grant date to her separation date . Accordingly, based on the retirement vesting provisions, Ms. Hightman vested in 22,329 shares subject to her 2018 PSUs based on Company performance and service through the separation date and remains eligible to vest in a target number of 22,959 shares subject to her 2019 and 2020 PSU agreements, with the actual number of shares to vest to be determined based on actual performance through the end of the applicable performance period. The estimated value of shares under her LTI award agreements is $1,253,912 based on the closing price of the Company's common stock on January 29, 2021, which was $22.15 per share. For the Named Executive Officers other than Ms. Hightman, we have quantified the potential payments upon termination under various termination scenarios as of December 31, 2020. 62 |   2021 Proxy Statement TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION ​ ​ ​ Severance ($) ​ ​ Pro Rata Target Bonus Payment ($) ​ ​ Equity Grants ($) ​ ​ Cash Awards ($) ​ ​ Welfare Benefits ($) ​ ​ Outplacement ($) ​ ​ Total Payment ($) ​ ​ Joseph Hamrock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voluntary Termination(1) ​ ​ — ​ ​ — ​ ​ 7,046,067 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,046,067 ​ ​ Retirement(2) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Disability(2) ​ ​ — ​ ​ — ​ ​ 7,190,635 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,190,635 ​ ​ Death(2) ​ ​ — ​ ​ — ​ ​ 7,190,635 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,190,635 ​ ​ Involuntary Termination(3) ​ ​ 1,000,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ 31,181 ​ ​ 25,000 ​ ​ 1,056,181 ​ ​ Change-in-Control(4) ​ ​ 6,600,000 ​ ​ 1,200,000 ​ ​ 11,151,983 ​ ​ — ​ ​ 101,967 ​ ​ 25,000 ​ ​ 19,078,950 ​ ​ Donald E. Brown ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voluntary Termination(1) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Retirement(2) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Disability(2) ​ ​ — ​ ​ — ​ ​ 1,909,044 ​ ​ 381,945 ​ ​ — ​ ​ — ​ ​ 2,290,989 ​ ​ Death(2) ​ ​ — ​ ​ — ​ ​ 1,909,044 ​ ​ 381,945 ​ ​ — ​ ​ — ​ ​ 2,290,989 ​ ​ Involuntary Termination(3) ​ ​ 600,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ 28,258 ​ ​ 25,000 ​ ​ 653,258 ​ ​ Change-in-Control(4) ​ ​ 2,100,000 ​ ​ 450,000 ​ ​ 3,512,320 ​ ​ 1,000,000 ​ ​ 61,009 ​ ​ 25,000 ​ ​ 7,148,329 ​ ​ Violet G. Sistovaris ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voluntary Termination(1) ​ ​ — ​ ​ — ​ ​ 1,154,937 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,154,937 ​ ​ Retirement(2) ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ Disability(2) ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ Death(2) ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,232,911 ​ ​ Involuntary Termination(3) ​ ​ 500,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ 20,984 ​ ​ 25,000 ​ ​ 545,984 ​ ​ Change-in-Control(4) ​ ​ 1,750,000 ​ ​ 375,000 ​ ​ 2,273,675 ​ ​ — ​ ​ 45,713 ​ ​ 25,000 ​ ​ 4,469,388 ​ ​ Pablo A. Vegas ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voluntary Termination(1) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Retirement(2) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Disability(2) ​ ​ — ​ ​ — ​ ​ 1,909,044 ​ ​ 381,945 ​ ​ — ​ ​ — ​ ​ 2,290,989 ​ ​ Death(2) ​ ​ — ​ ​ — ​ ​ 1,909,044 ​ ​ 381,945 ​ ​ — ​ ​ — ​ ​ 2,290,989 ​ ​ Involuntary Termination(3) ​ ​ 600,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ 31,500 ​ ​ 25,000 ​ ​ 656,500 ​ ​ Change-in-Control(4) ​ ​ 2,100,000 ​ ​ 450,000 ​ ​ 3,552,645 ​ ​ 1,000,000 ​ ​ 67,493 ​ ​ 25,000 ​ ​ 7,195,138 ​ (1) Amounts payable to each of the Named Executive Officers as shown in the Pension Benefits Table and the Non-qualified Deferred Compensation Table and under the tax-qualified, nondiscriminatory 401(k) Plan are not included.included in the table. Upon voluntary termination on December 31, 2018,2020, Mr. Hamrock would be eligible to receive 111,235 shares under the RSUs granted on July 13, 2015, due to conversion of the 2013 performance shares in connection with the Separation, 74,087 shares under the RSUs granted on July 13, 2015, due to the conversion of the 2014 performance shares in connection with the Separation, 62,972 shares under the RSUs granted on January 29, 2015 dueand 58,858 shares under the RSUs granted on July 13, 2015. Ms. Sistovaris would be eligible to the 2015 annual incentive award and 58,858receive 14,563 shares under the RSUs granted on July 13, 2015, due to his assumptionthe conversion of additional responsibilitiesthe 2014 performance shares in connection with the Separation.Separation, 21,068 shares under the RSUs granted on January 29, 2015 and 14,715 shares under the RSUs granted on July 13, 2015. These shares were subject to delayed vesting in accordance with the terms of the award agreements due to limitations on deductibility under Section 162(m) of the Code. These shares are payable on the earlier to occur of the Named Executive Officer's termination of employment, the date the Named Executive Officer is no longer subject to Section 162(m) of the Code, or the date the shares could be paid and be deductible under Section 162(m) of the Code. The value of these shares was determined by multiplying the closing price of our common stock on December 31, 2020, which was $22.94 per share, by the number of shares that were subject to delayed payout. 48 TABLE OF CONTENTS Ms. Sistovaris would be eligible to receive 14,563 shares under the RSUs granted on July 13, 2015, due to the conversion of the 2014 performance shares in connection with the Separation, 21,068 shares under the RSUs granted on January 29, 2015 due to the 2015 annual incentive award, and 14,715 shares under the RSUs granted on July 13, 2015 due to her assumption of additional responsibilities in connection with the Separation. Ms. Hightman would be eligible to receive 123,216 shares under the RSUs granted on July 13, 2015, due to the conversion of the 2013 performance shares in connection with the Separation, 60,442 shares under the RSUs granted on July 13, 2015, due to the conversion of the 2014 performance shares in connection with the Separation, and 45,365 shares under the RSUs granted on January 29, 2015 due to the 2015 annual incentive award. These shares were subject to delayed vesting in accordance with the terms of the award agreements due to limitations on deductibility under Section 162(m) of the Code. The value of these shares was determined by multiplying the closing price of our common stock on December 31, 2018, which was $25.35 per share, by the number of shares that were subject to delayed payout. (2) Special vesting rules apply in the event of Retirement, Disability or death pursuant to the terms and conditions of our equity award agreements as discussed above in the Compensation Discussion and Analysis-“Compensation Committee Actions Related to 2018 Compensation-LTIP Awards.”agreements. As of December 31, 2018,2020, Mses. Hightman and Sistovaris were the only Named Executive Officers eligible for Retirement, no other Named Executive Officer was eligible.Retirement. The numbervesting of shares that would have vestedMs. Hightman's awards is described above in the event of each executive’snarrative to this table. Upon Retirement, Disability or death, is as follows: Ms. Hightman, 64,188 shares and Ms. Sistovaris 54,583would receive 53,745 shares. For the balance of the Named Executive Officers, the number of shares that would have vested in the event of the executive’s Retirement, Disability or death is as follows: Mr. Hamrock, 254,159313,454 shares; Mr. Brown, 76,19483,219 shares; and Mr. Vegas, 62,51783,219 shares. The value of the equity grants was determined by multiplying the closing price of our common stock on December 31, 2018,2020, which was $25.35$22.94 per share, by the number of shares that would have vested upon the Retirement, Disability or death, as applicable, of the Named Executive Officer. These amounts do not include the value of shares subject to delayed vestingdistribution due to limitations on deductibility under Section 162(m) of the Code referred to in footnote (1) above, which are payable on the earlier to occur of the Named Executive Officer’s termination of employment, the date the Named Executive Officer is no longer subject to Section 162(m) of the Code, or the date the shares could be paid and be deductible under Section 162(m) of the Code.   2021 Proxy Statement | 63 TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION deductibility under Section 162(m) of the Code referred to in footnote (1) above. For Messrs. Brown and Vegas, special vesting rules also apply in the event of Disability or death under their cash-based Special Retention Award agreements. The amounts shown represent the pro-rata portion of their cash-based awards based on service months from their respective grant dates to December 31, 2020. (3) Amounts shown reflect payments to be made upon the involuntary termination of each Named Executive Officer eligible under our Executive Severance Policy described above. These amounts do not include the value of shares subject to delayed vestingdistribution due to limitations on deductibility under Section 162(m) of the Code referred todescribed in footnote (1) above, which are payable on the earlier to occur of the Named Executive Officer’s termination of employment, the date the Named Executive Officer is no longer subject to Section 162(m) of the Code, or the date the shares could be paid and be deductible under Section 162(m) of the Code.above. (4) Amounts shown reflect payments to be made upon termination of employment in the event of a Change-in-Control of the Company under the Change-in-Control and Termination Agreements described above which have been reduced by excise tax payments, if applicable.above. These amounts do not include the value of shares subject to delayed vestingdistribution due to limitations on deductibility under Section 162(m) of the Code referred todescribed in footnote (1) above, which are payable on the earlier to occur of the Named Executive Officer’s termination of employment, the date the Named Executive Officer is no longer subject to Section 162(m) of the Code or the date the shares could be paid and be deductible under Section 162(m) of the Code.above. As described above, the Change-in-Control and Termination Agreements do not provide for any “gross-up” payments to executives for excise taxes incurred with respect to benefits received under a Change-in-Control and Termination Agreement. The Change-in-Control and Termination Agreements provide that in the event of a Change-in-Control, the executive’s total Change-in-Control will be equal to the best “net benefit” which is equal to the greater of: (i) the after-tax value of the executive’s total severance amountChange-in-Control related payments (reduced by the 20% excise tax and other federal, state, local and other taxes); and (ii) the after-tax value of the executive’s severance amountChange-in-Control related payments that has been reduced to the extent necessary so that it would not trigger an excise tax, reduced for federal, state, local and other taxes (in each case, without a gross-up). (5) Amounts shown for The amounts reflected in this table do not reflect the Named Executive Officers have not been reduced underapplication of the best “net benefit” provision in the Change-in-Control and Termination Agreements as described above because none of the Named Executive Officers would have been in a better after-tax position as the result of a benefit reduction.provision. 49 64 |   2021 Proxy Statement TABLE OF CONTENTS 2020 EXECUTIVE COMPENSATION Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO. For 2018,2020, our last completed fiscal year: ■ The median annual total compensation of all employees (other than our CEO) was $103,570; and ■ The annual total compensation of our CEO, as reported in the 2020 Summary Compensation Table, was $6,457,725. The median annual total compensation of all employees (other than our CEO) was $97,754; and The annual total compensation of our CEO, as reported in the 2018 Summary Compensation Table, was $5,778,515. Based on this information, for 2018,2020, the ratio of the annual total compensation of Mr. Hamrock, our CEO, to the annual total compensation of the median employee is estimated to be 5962 to 1. Because there were no significant changes to To identify the employee population or compensation arrangements we did not re-identify a new median employee for purposes of the 2018 pay ratio disclosure. Toannual total compensation of all our employees (other than our CEO), as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps consistent with Item 402(u) of Regulation S-K: 1. We reviewed the composition of roles and total number of employeesdetermined that, as of October 31, 2018, and determined that2020, our employee population consisted of approximately 7,400 employees, with all of whom continue to beour employees located in the United States, was substantially similar to 2017.States. This population consisted of our full-time, part-time and temporary employees, as determined for employment law purposes. We selected October 31, 2020 as the date upon which we would identify the “median employee” because we used October 31 as our initial determination date in 2017 and this date continues to enable us to make such identification in a reasonably efficient manner; and 2. To identify the 2017 “median employee” from our employee population, we prepared a full census of all our employees (except our CEO) using our existing centralized payroll database of base cash compensation (base salary plus overtime and shift premiums, calculated based on the hours worked during the relevant period) that is used internally to calculate annual cash incentive compensation and profit sharing eligibility. We used base cash compensation as our compensation measure as it is the principal form of compensation delivered to all of our employees. ■ Additionally, we adjusted as of October 31, 2020, the compensation of 386 full-time employees and annualized39 part-time employees hired during 2020 to annualize compensation for any portion of the measurement period that they were not with the Company. ■ Although all of our employees are eligible for an annual cash incentive (paid in 2021 for 2020 individual and Company performance) we excluded this for all employees because we determined its inclusion would not have a meaningful effect on the determination of the median employee. ■ Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. 3. We identified our median employee hired during 2017 whofrom a full census report compiled using base cash compensation as our consistently applied compensation measure. Since all our employees are located in the United States, as is our CEO, we did not work an entire year.make any cost-of-living adjustments identifying the “median employee.” 3. We reviewed the 2017 median employee’s circumstances and determined that that there had been no significant change. 4. Once we confirmed thatidentified our median employee, need not be re-identified, we combined all of the elements of such employee’s compensation for 20182020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $97,754. Once calculated, we noted that the decline in the median employee’s annual total compensation was consistent with that of the employee population, and confirmed that the median employee need not be re-identified.$103,570. 5. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j) of our 20182020 Summary Compensation Table) included in this Proxy Statement. SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions, which may lead to a lack of comparability across companies. 50   2021 Proxy Statement | 65 TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION The following table sets forth certainprovides information for all equity compensation plans and individual compensation arrangements (whether with employees or non-employees, such as directors), in effect as of December 31, 2018. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)(a) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b)(2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c) Equity compensation plans approved by security holders(1)   2,595,752   —   4,086,365   Equity compensation plans not approved by security holders — — — Total   2,595,752   —   4,086,365   2020 regarding the number of shares of our common stock that may be issued under our equity compensation plans. ​ Plan Category ​ ​ Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)(a) ​ ​ Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b)(2) ​ ​ Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c)(3) ​ ​ Equity compensation plans approved by security holders(1) ​ ​ 2,635,223 ​ ​ — ​ ​ 10,863,170 ​ ​ Equity compensation plans not approved by security holders ​ ​ — ​ ​ — ​ ​ — ​ ​ Total ​ ​ 2,635,223 ​ ​ — ​ ​ 10,863,170 ​ (1)1. Plans approved by security holders includeconsist of the following: the Non-Employee Director Stock Incentive Plan, approved by the stockholders on May 20, 2003 (no shares remain available for future issuancegrants under the plan),; the 2010 Omnibus Plan approved by stockholders on May 11, 2010 (no shares remain available for future grants under the plan) the 2020 Omnibus Plan approved by the stockholders on May 11, 2010 (and re-approved for Code Section 162(m) purposes on May 12, 2015),19, 2020; and the Company’s Employee Stock Purchase Plan, approved by the stockholders on May 12, 2015.7, 2019. 2. Restricted stock units and performance share awards are payable at no cost to the grantee on a one-for-one basis. As of December 31, 2018, 3,793,5572020, there were no outstanding stock options under the Non-Employee Director Stock Incentive Plan, the 2010 Omnibus Plan or the 2020 Omnibus Plan. 3. As of December 31, 2020, 10,007,832 shares remained available for issuance under the 2020 Omnibus Plan and 292,808855,338 shares remained available for purchase under the Employee Stock Purchase Plan. The Employee Stock Purchase Plan provides the opportunity for eligible employees to acquire shares of our common stock at a 10% discount. For purposes of this table, we have included the number of shares issuable under outstanding performance stock unitshare awards assuming performance targets are achieved.achieved at the maximum achievement level. 66 |   2021 Proxy Statement TABLE OF CONTENTS (2) In calculating the weighted-average exercise price of outstanding options, restricted stock units and performance stock units (if applicable) which can convert into shares of common stock upon vesting, are excluded. Restricted stock units and performance stock units are payable at no cost to the grantee on a one-for-one basis. PROPOSAL 2 — ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION Pursuant to Section 14A of the Exchange Act, we are asking stockholders to approve, in an advisory vote, the compensation paid to our Named Executive Officers, as disclosed under the heading “Executiveheadings “2020 Executive Compensation” above, including theand “Compensation Discussion and Analysis (CD&A)” above, commonly known as a “Say-on-Pay” proposal. The Board encourages stockholders to carefully review the 2020 Executive Compensation section of this proxy statement, including theand Compensation Discussion and Analysis (CD&A) sections of this Proxy Statement, for a thorough discussion of our executive compensation program and philosophy. Our compensation program is designed to be significantly performance-based and to attract and retain highly-qualified individuals who enhance long-term stockholder value by contributing to our ongoing success. All facets of our compensation program are regularly monitored by the Compensation Committee to ensure that the program is well-tailored to fulfill our compensation philosophy and objectives. In considering this proposal, stockholders may wish to consider the following factors that we believe demonstrate our commitment to maintaining a robust compensation program: ■ Compensation is closely tied to both corporate and individual performance; ■ Annual and long-term incentive compensation opportunities are contingent on the Company achieving pre-established goals; ■ Total compensation packages are competitive with those offered by members of our Comparator Group; ■ Perquisites are appropriately limited in number and modest in dollar value; and ■ We believe our compensation program does not create incentives for behaviors that create material risk to the Company. Compensation is closely tied to both corporate and individual performance; Annual and long-term incentive compensation opportunities are contingent on the Company achieving pre-established goals; Total compensation packages are competitive with those offered by members of our Comparative Group; Perquisites are appropriately limited in number and modest in dollar value; and Our compensation program does not create incentives for behaviors that create material risk to the Company. As discussed in the Compensation Discussion and Analysis (CD&A) and 2020 Executive Compensation sectionsections of this proxy statement,Proxy Statement, the Compensation Committee and the Board believe that our executive compensation program fulfills the objectives of our compensation philosophy in a prudent and effective manner. Accordingly, the following resolution is submitted for an advisory stockholder vote at the Annual Meeting: RESOLVED, that the compensation paid to our Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved on an advisory basis. As this is an advisory vote, the result will not be binding on the Company, the Board or the Compensation Committee, although the Compensation Committee and the Board will carefully consider the outcome of the vote when evaluating our compensation program and philosophy. 51 TABLE OF CONTENTS Vote Required The affirmative vote of a majority of the shares present in personat the virtual Annual Meeting or represented by proxy at the meeting and entitled to vote is needed to approve the advisory vote on the compensation of the Named Executive Officers. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” the advisory approval of executive compensation of our Named Executive Officers. Abstentions by those present or represented by proxy will have the same effect as a vote against the Say-on-Pay proposal. Brokers will not have discretionary authority to vote on the Say-on-Pay proposal. Accordingly, there could be broker non-votes, which will have no effect on the vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION ON AN ADVISORY BASIS.   2021 Proxy Statement | 67 TABLE OF CONTENTS PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee appointed Deloitte as our independent registered public accounting firm for 2019.2021. As part of its oversight of our relationship with our independent registered public accounting firm and to assure continuing independence of such firm, the Audit Committee considers whether it is appropriate to adopt a policy of rotating its independent registered public accounting firm on a regular basis. Further, in conjunction with ensuring the rotation of such firm’s lead engagement partner, the Audit Committee and its Chair are directly involved with the selection of Deloitte’s lead engagement partner. The Audit Committee also reviews proposals for all auditing services (including fees and terms thereof) of our independent registered public accounting firm and approves all such proposals prior to the commencement or performance of such services, subject to the pre-approval policies and procedures described under “Independent Registered Public Accounting Firm Fees.” Deloitte has served as our independent registered public accounting firm since 2002 and has the requisite understanding of our business, accounting policies and practices, and internal control over financial reporting to drive audit quality and efficient fee structures. As a result of this expertise, and, as noted above, the Audit Committee’s oversight designed to assure continuing independence, the Board and its Audit Committee consider Deloitte well qualified to serve as our independent registered public accounting firm. Further, the Board believes that the continued retention of Deloitte is in our best interest and the best interest of our stockholders. Although action by stockholders for this matter is not required, the Board and the Audit Committee believe that it is appropriate to seek stockholder ratification of this appointment in order to provide stockholders a means of communicating the stockholders’ level of satisfaction with the performance of the independent registered public accounting firm and their level of independence from management. If the proposal is not approved and the appointment of Deloitte is not ratified by the stockholders, the Audit Committee will take this into consideration and will reconsider the appointment. A representative of Deloitte will be presentrepresented at the meeting,virtual Annual Meeting, will be given an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. Vote Required The affirmative vote of a majority of the shares present in personduring the virtual Annual Meeting or represented by proxy at the meeting and entitled to vote is needed to ratify the appointment of Deloitte as our independent registered public accounting firm for 2019.2021. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” the ratification of the appointment of Deloitte. Abstentions by those present or represented by proxy will have the same effect as a vote against the proposal. Brokers will have discretionary authority to vote on this proposal, and, accordingly, there will not be any broker non-votes. THE BOARD AND ITS AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019. 2021. 68 |   2021 Proxy Statement TABLE OF CONTENTS PROPOSAL 4 – STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS Mr. John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns a requisite number of shares of common stock, has informed the Company that he plans to present the following proposal at the meeting. Proposal 4 - Improve Our Catch-22 Proxy Access Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access. The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. In order to assemble a group of 20 shareholders, who have owned 3% of company stock for an unbroken 3-years, one would reasonably need to start with 60 activist shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is a daunting process that is also highly susceptible to dropouts. The 60 activist shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork to management - then management might arbitrarily claim that 10 shareholders do not meet the requirements (since the NiSource Board of Directors is the almighty authority in interpreting the NI proxy access rules according to the NI proxy access rules) and management might convince another 10 shareholders to drop out - leaving 20 shareholders. But the current bylaws do not allow 40 shareholders to submit their paperwork to management to end up with 20 qualified shareholders. And 60 shareholders who own 9% of company stock for an unbroken 3-years might determine that they own 51 % of company stock when length of unbroken stock ownership is factored out. But how does one begin to assemble a group of 60 potential participants if potential participants cannot even be guaranteed participant status after following the rules that are 5000-words of tedious language - because a single shareholder always takes the risk that one will be the 21st shareholder that could be voted off the island after a substantial investment of time by the arbitrary ration of 20 shareholders. More emphasis should be given to improving proxy access because of our limited right to call for a special shareholder meeting. Currently it takes the formal backing 30% of NiSource shares that typically cast ballots at the annual meeting, to call a special shareholder meeting. Plus NiSource shareholders have no right to act by written consent. Plus the shareholder right to call a special meeting has taken a big hit due to the avalanche of online shareholder meetings that can be tightly controlled bare bones meetings where all challenging questions and comments are screened out by management. Goodyear management even hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting to bar constructive criticism. AT&T, with 3000 institutional shareholders, would not even allow shareholders to speak at its online shareholder meeting.   2021 Proxy Statement | 69 TABLE OF CONTENTS PROPOSAL 4 – STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS Please vote yes: Improve Our Catch-22 Proxy Access - Proposal 4  Board of Directors’ Statement in Opposition Your Board of Directors unanimously recommends a vote AGAINST this proposal. The Board of Directors and its Nominating and Governance Committee have considered this proposal and concluded that it is unnecessary and not in the best interests of our stockholders. Our proxy access bylaw promotes stockholder rights and protects the interests of all stockholders. On January 29, 2016, the Board approved an amendment to our bylaws to provide for proxy access after a careful analysis of best practices and stockholder feedback. Our proxy access structure permits a stockholder or group of up to 20 stockholders owning 3% or more of the Company’s common stock entitled to vote in the election of directors continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to the greater of two or 20% of the Board, provided that the stockholder (or group) and each nominee satisfy the requirements in our Amended and Restated Bylaws. This structure is based on a principle that we believe is shared by most of our stockholders―the right to nominate a director using the Company’s proxy statement should be available only for those who have a sufficient financial stake in the Company to cause their interests to align with the interests of other stockholders. Further, in the absence of a reasonable limitation, as this proposal requests, NiSource could be required to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals. Conducting these inquiries would require significant attention of the Company’s employees, diverting their attention away from performing their primary function, which is to operate the Company’s business in the best interests of the stockholders. The Board continues to believe that the current group size limit of up to 20 stockholders for the use of proxy access provides the appropriate balance between promoting stockholder rights and enabling the Board and management to focus on meeting our business objectives and enhancing stockholder value. Our proxy access bylaw is in line with current market standards and best practices. Of the 703 companies that have adopted proxy access provisions since January 1, 2015, approximately 94% contained the same group size limit of 20 that NiSource has in place while only approximately 2% of the companies surveyed had no limit on group sizes for stockholder aggregation. NiSource will continue to monitor trends among other public companies that have adopted, or will adopt, proxy access to consider whether its parameters continue to be in line with market standards and best practices. We have demonstrated a commitment to corporate governance practices. The Board further believes that our strong corporate governance framework makes the adoption of this proposal unnecessary. Our corporate governance practices and policies ensure the Board remains accountable to stockholders. These extensive strong governance practices include: ■ Annual election of directors; ■ Majority voting for all directors with resignation policy; ■ Stockholder right to call special meetings; ■ No supermajority voting provisions; ■ Separate independent chair and CEO; ■ All directors independent except CEO; and ■ Annual “Say-on-Pay” advisory votes. 70 |   2021 Proxy Statement TABLE OF CONTENTS PROPOSAL 4 – STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS In addition, stockholders may communicate directly with the Board at any time. We are committed to engaging with our stockholders and soliciting their views and input on important governance, environmental, social, executive compensation and other matters. For further information on our engagement efforts and how our stockholders may communicate with any director, any Board committee or the full Board, see the sections titled “Corporate Governance―Stockholder Engagement” and “Corporate Governance―Communications with the Board and Non-Management Directors” on page 19. For the reasons set forth above, the Board believes that the implementation of this proposal is not in the best interests of the Company and its stockholders. Vote Required If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the virtual Annual Meeting or represented by proxy, and entitled to vote. Proxies submitted without direction pursuant to this solicitation will be voted AGAINST the stockholder proposal. Abstentions will have the same effect as a vote against the proposal. We believe brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes. THE BOARD BELIEVES THAT THIS PROPOSAL IS NOT IN THE BEST INTERESTS OF STOCKHOLDERS AND RECOMMENDS A VOTE “AGAINST” THIS PROPOSAL.   2021 Proxy Statement | 71 TABLE OF CONTENTS AUDIT COMMITTEE REPORT Our Audit Committee consists of Messrs. Bunting Butler,and DeVeydt, Kabat and JesanisMs. Henretta and Dr. Woo. Each member of the Audit Committee is independent as defined by the applicable NYSE and SEC rules and meets the additional independence standard set forth by the Board in the Corporate Governance Guidelines. Each member of the Audit Committee also is “financially literate” for purposes of applicable NYSE rules. The Board has determined that Michael E. Jesanis,Mr. Bunting, the Chair of the Audit Committee, and Theodore H. Bunting, Jr.Mr. DeVeydt are “audit committee financial experts” as defined by SEC rules. The Audit Committee is responsible for, among other things, assisting the Board in monitoring the integrity of our financial statements; reviewing the qualifications and independence of our independent registered public accounting firm; overseeing the performance of our internal audit function and independent registered public accounting firm; and reviewing our risk assessment process. The Audit Committee has the sole authority to appoint, retain or replace the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us. The independent registered public accounting firm reports directly to the Audit Committee. In the performance of its responsibilities, the Audit Committee met regularly with the members of our internal audit function and Deloitte, our independent registered public accounting firm, with and without management present, to discuss the results of its examinations, evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee also met regularly with management to discuss accounting, auditing, internal control, financial reporting, earnings and risk management matters. During these meetings, the Audit Committee reviewed and discussed, among other items, the audited consolidated financial statements, the unaudited interim financial statements, and significant accounting policies applied by us in our financial statements and non-GAAP financial measures, with management and Deloitte. The Audit Committee also discussed with, and received regular status reports from, our internal audit function and Deloitte on the overall scope and plans for their audits, including the scope and plans for evaluating the effectiveness of internal controls over financial reporting. 52 TABLE OF CONTENTS The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee also has received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with audit committees concerning independence and has discussed with Deloitte its independence. The Audit Committee has considered whether Deloitte’s provision of non-audit services to us is compatible with maintaining Deloitte’s independence. In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018. 2020. The Audit Committee has appointed Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2021. In determining whether to reappoint Deloitte, the Audit Committee took into consideration various factors, including the historical and recent performance of Deloitte on the audit; the professional qualifications of the firm and the lead audit partner; the quality of ongoing discussions with Deloitte; the results of an internal survey of Deloitte’s service and quality; the appropriateness of fees; and evidence supporting the firm’s independence, objectivity and professional skepticism. Although the Audit Committee has sole authority to appoint the independent registered public accounting firm, the Audit Committee has recommended that the Board seek stockholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance. ​ ​ ​ Audit Committee Michael E. Jesanis, Chair ​ ​ ​ ​ Theodore H. Bunting, Jr. Eric L. Butler , Chair ​ ​ ​ ​ Wayne S. DeVeydt Kevin T. Kabat ​ ​ ​ ​ Deborah A. Henretta ​ ​ ​ ​ Carolyn Y. Woo ​ 72 |   2021 Proxy Statement TABLE OF CONTENTS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES The following table represents the aggregate fees for professional services billed by Deloitte for the fiscal years ended December 31, 20182020 and 2017.   2018 2017 Audit Fees(1) $ 4,796,000   $ 4,604,000   Audit-Related Fees(2)   581,871     608,129   Tax Compliance(3) — — Tax Advice and Tax Planning(4) — — All Other Fees(5)   17,006     22,514   2019. ​ ​ ​ 2020 ​ ​ 2019 ​ ​ Audit Fees(1) ​ ​ $4,853,000 ​ ​ $4,940,000 ​ ​ Audit-Related Fees(2) ​ ​ ​565,436 ​ ​ 524,721 ​ ​ Tax Compliance(3) ​ ​ — ​ ​ — ​ ​ Tax Advice and Tax Planning(4) ​ ​ ​187,878 ​ ​ ​100,070 ​ ​ All Other Fees(5) ​ ​ 21,238 ​ ​ 23,208 ​ (1) (1) Audit Fees — These are feesFees for professional services performed by Deloitte for the audit of our annual financial statements in our Annual Report on Form 10-K and review of financial statements included in our Quarterly Report on Form 10-Q filings and services that are normally provided in connection with statutory and regulatory filings or engagements. (2) (2) Audit-Related Fees — These are feesFees for the assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of our financial statements. These fees included services provided by Deloitte in connection with the audit of our benefit plans. (3) (3) Tax Compliance — These are feesFees for professional services performed by Deloitte with respect to tax compliance. (4) (4) Tax Advice and Tax Planning — These are feesFees for professional services performed by Deloitte with respect to tax advice and tax planning. (5) (5) All Other Fees — These are feesFees for permissible work performed by Deloitte that does not fit within the above categories. Pre-Approval Policies and Procedures. During 2018,2020, the Audit Committee approved all audit, audit-related and non-audit services provided to us by Deloitte prior to management engaging the independent registered public accounting firm for those purposes. The Audit Committee’s current practice is to consider for pre-approval annually all audit, audit-related and non-audit services proposed to be provided by our independent registered public accounting firm for the year. Additional fees for other proposed audit-related or non-audit services (not within the scope of the approved audit engagement) which have been properly presented to the Pre-Approval Subcommittee of the Audit Committee (consisting of Michael E. Jesanis)Theodore H. Bunting, Jr.) by our Vice President and Chief Accounting Officer may be considered and, if appropriate, approved by the Pre-Approval Subcommittee of the Audit Committee, subject to later ratification by the full Audit Committee. In no event, however, will any non-audit service be approved by the Pre-Approval Subcommittee that would result in the independent registered public accounting firm no longer being considered independent under the applicable SEC rules. In appointing Deloitte as our independent registered public accounting firm, the Audit Committee has considered whether the provision of the non-audit services rendered by Deloitte is compatible with maintaining the firm’s independence. 53 TABLE OF CONTENTS PROPOSAL 4 - AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK The Board has approved, and is recommending to stockholders for approval, an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 400 million to 600 million and a corresponding increase to the number of authorized shares of all classes of capital stock from 420 million to 620 million. The proposed amendment would not increase the number of authorized shares of preferred stock. Under our Certificate of Incorporation, the total number of shares of all classes of stock which the Company has the authority to issue is 420 million. Of these authorized shares, common stock comprises 400 million shares and preferred stock comprises 20 million shares. As of December 31, 2018, approximately 376.3 million shares of common stock were issued, including approximately 4.0 million treasury shares, with approximately 23.4 million shares of common stock reserved for possible future issuance under our stock plans and our at-the-market equity offering (“ATM”) program. Of these reserved shares, approximately 4.7 million shares are committed to be issued in December 2019 to complete a forward equity sale executed under the ATM program in December 2018. As a result, approximately 140,000 authorized shares of common stock remain available for issuance for future purposes and the Board deems it advisable to increase our authorized shares of common stock. The adoption of the proposed amendment would provide for an additional 200 million shares of common stock for future issuance. As of December 31, 2018, we also had approximately 420,000 shares of preferred stock issued. Our business is capital intensive, requiring significant resources to fund operating expenses, capital project expenditures, scheduled debt maturities and interest payments, and dividend payments on our common stock and preferred stock. In addition to internal sources to fund liquidity and capital requirements for 2019 and beyond, we expect to rely on external sources of funds, including, but not limited to, equity financings such as the previously announced expected yearly issuance of $200 million to $300 million of equity each year in 2019 and 2020, subject to market and other conditions, to meet long-term cash needs, including cash requirements to fund the capital requirements of our capital programs and for other general corporate purposes. In connection with such equity financings, we announced in November 2018 our ATM equity offering program under which we may sell shares of our common stock having an aggregate sales price of up to $500 million. We also plan to issue additional shares of common stock pursuant to our Employee Stock Purchase Plan, as further described in Proposal 6 (approval of Amended and Restated Employee Stock Purchase Plan to increase the number of shares available under the plan), which we believe is an important component of our efforts to attract and retain qualified employees. The Board believes that it is advisable and in the best interests of our stockholders to increase the number of authorized shares of common stock to provide us with greater flexibility in considering and planning for future business needs, such as raising additional capital through the sale of equity securities, convertible debt securities or other equity-linked securities, purchases under our employee stock plans, grants of equity incentive awards to employees (subject to any required future stockholder approvals under equity plans), potential strategic transactions, stock dividends, stock splits, and other general corporate purposes. Approval of this amendment by stockholders at the Annual Meeting will enable us to take timely advantage of market conditions and other opportunities that may become available to us without the expense and delay of arranging a special meeting of stockholders in the future. Other than the planned annual equity financings described above and the routine practices of issuing shares pursuant to employee stock plans and employee equity incentive awards, we have no present plans, proposals, or arrangements with respect to the issuance of any additional shares of common stock authorized upon approval of the proposed amendment. Existing holders of shares of our common stock have no preemptive rights under our Certificate of Incorporation to purchase any additional shares of common stock issued by the Company. The additional shares of common stock, if and when issued, would have the same rights and privileges as the shares of common stock currently authorized. Approval of this proposal and the issuance of additional authorized shares of common stock would not affect the rights of the holders of currently outstanding shares of our common stock, except for the effects incidental to increasing the number of shares outstanding. The effects include dilution of voting power of existing stockholders, decreasing earnings per share, and, depending on the price at which they are issued, could be dilutive to our existing stockholders. We have not proposed the increase in the authorized number of shares of common stock with the intention of using the additional shares for anti-takeover purposes, although an issuance of additional shares could, in certain circumstances, make an attempt to acquire control of the Company more difficult. We are not at this time aware of any such attempts and we are not proposing this increase in response to any third-party effort to acquire control of the Company. The Board has approved, and is now submitting for approval by our stockholders, an amendment to Article IV of the Certificate of Incorporation as set forth in Exhibit A to increase the number of authorized shares of common stock from 400 million to 600 million and a corresponding increase to the number of authorized shares of capital stock from 420 million to 620 million. The Board has determined that the amendment is advisable and in the best interest of our stockholders. If our stockholders approve this proposal, the proposed amendment will become effective immediately upon the filing of the proposed amendment with the Secretary of State of the State of Delaware. Vote Required The affirmative vote of a majority of the outstanding shares of our common stock is needed to approve the amendment to the Certificate of Incorporation. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” approval of the amendment. Brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes. Abstentions and broker non-votes will have the same effect as a vote against the proposal. THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. 54 TABLE OF CONTENTS PROPOSAL 5 - APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE REQUIREMENT OF “CAUSE” FOR REMOVAL OF DIRECTORS On December 21, 2015, in In re VAALCO Energy, Inc.Stockholder Litigation, Consol. C.A. No. 11775-VCL (Del. Ch. Dec. 21, 2015), the Delaware Court of Chancery issued an opinion invalidating as a matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation, that permitted removal of VAALCO’s directors by its stockholders only for cause. The Court of Chancery held that, in the absence of a classified board or cumulative voting, VAALCO’s “only for cause” director removal provisions conflicted with Section 141(k) of the Delaware General Corporation Law and were therefore invalid. We do not have a classified board or provide for cumulative voting. Currently, Section A.4 of Article V of our Certificate of Incorporation provides that, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, directors may be removed from office only for cause and only by the affirmative vote of a majority of the combined voting power of our then-outstanding shares of stock entitled to vote generally, voting together as a single class. The Board has approved, and is now submitting for approval by our stockholders, an amendment to Section A.4 of Article IV of the Certificate of Incorporation to delete the provision specifying that directors are removable only with cause. The proposed change to the Certificate of Incorporation is attached hereto as Exhibit B (marked to show the effect of the amendment). The Board has determined that the amendment is advisable and in the best interest of our stockholders. If our stockholders approve this proposal, the proposed amendment will become effective immediately upon the filing of the proposed amendment with the Secretary of State of the State of Delaware. Vote Required The affirmative vote of a majority of the outstanding shares of common stock is needed to approve the amendment to the Certificate of Incorporation. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” approval of the amendment. Brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes. Abstentions and broker non-votes will have the same effect as a vote against the proposal. THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO PROVIDE THAT DIRECTORS ARE REMOVABLE WITH OR WITHOUT CAUSE. 55 TABLE OF CONTENTS PROPOSAL 6 - APPROVAL OF AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN We maintain the NiSource Inc. Employee Stock Purchase Plan, which was most recently amended and restated effective August 1, 2012 (the “ESPP”). The ESPP, or a predecessor plan, has been maintained by us and our predecessors since 1964. We believe that the ESPP is an important component of our efforts to attract and retain qualified employees. We believe it also encourages employees to become our stockholders, which we believe assists in aligning their long-term interests with those of our stockholders. Proposed Amendment and Restatement The proposed amendment and restatement would (i) increase the maximum number of shares of our common stock remaining available for future purchase under the ESPP by 1 million shares and (ii) make certain other administrative changes. The purpose of the amendment and restatement is to ensure that we are able to continue to provide all current and new employees interested in participating in the ESPP with sufficient shares available for purchase in light of strong employee interest in ESPP participation. Description of the ESPP The following is a description of the terms of the ESPP, as proposed to be amended and restated. This description is qualified in its entirety by reference to the plan document, as proposed to be amended and restated, a copy of which is attached to this proxy statement as Exhibit C and incorporated herein by reference. General. The ESPP provides eligible employees of the Company and its participating subsidiaries with the opportunity to purchase our common stock at a discount from market value through payroll deductions. The primary purposes of the ESPP are to provide employees of the Company and its participating subsidiaries an additional means of saving a portion of their earnings and to encourage employee ownership of our common stock. Shares Subject to Award. Under the proposed amendment, the maximum number of shares of our common stock that may be purchased in the future under the ESPP will be increased from 243,244 as of February 28, 2019 to 1,243,244 shares of common stock, less shares purchased under the ESPP on March 31, 2019. The number of shares that can be purchased may increase in the future with additional stockholder approval. This number may also increase or decrease proportionately, as appropriate, in the event of a future stock dividend, stock split or combination of our common stock, spin-off, reorganization or recapitalization. If at any time the number of shares remaining available for purchase under the ESPP is not sufficient to satisfy all then outstanding purchase rights, the available shares will be apportioned among all participants on an equitable basis. The closing price of our common stock as reported on the NYSE on February 28, 2019 was $26.98. Administration. The ESPP is administered by the Compensation Committee of our Board of Directors (the “ESPP Administrator”). The ESPP Administrator has the right to interpret the provisions of the ESPP and to make all rulings or interpretations regarding the ESPP. Eligibility. The ESPP is open to each active employee of the Company and its participating subsidiaries who either (a) is a (i) full-time employee or (ii) part-time employee who customarily works for the Company or any subsidiary more than 20 hours per week for more than five months in any calendar year; or (b) in the case of a part-time employee whose customary employment is 20 hours or less per week, is customarily employed by the Company or a participating subsidiary for at least six months in any calendar year. All of our subsidiaries are eligible to participate in the ESPP if approved by the NiSource Benefits Committee. No employee is eligible to participate in the ESPP if, immediately after participating, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of our stock, including any stock which the employee may purchase under outstanding rights and options. In addition, no employee may accrue the right to purchase shares under the ESPP (and any other employee stock purchase plan of the Company and its affiliates) with a fair market of more than $25,000 for each calendar year. As of February 28, 2019, approximately 8,095 employees were eligible to participate in the ESPP. Participation. The ESPP provides for four savings periods during each calendar year. Savings accumulated by an employee through payroll deductions will be used at the end of each savings period to purchase as many full and fractional shares of our common stock as possible at the purchase price determined for that savings period. Savings periods are the three-month periods from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31. Each savings period includes all paydays within that period. The purchase price per share assigned to our common stock for any savings period will be 90% of the closing price of our common stock on the NYSE on the last trading day of the savings period. Shares of our common stock purchased under the ESPP will come from treasury shares, authorized but unissued shares or open market purchases of our common stock. The shares purchased will be credited and outstanding to an employee as of the close of business on the last day of each savings period. An employee is eligible to participate in the ESPP on the first day of the month in which such employee first meets the eligibility criteria. At the time of enrollment, employees must also elect an amount that will be deducted from their paychecks for the purchase of our common stock. Payroll deductions can be in any full dollar amounts, not less than $10 per regular pay period, and not more than $20,000 per calendar year. An employee may increase, decrease or stop payroll deduction at any time. An employee’s death, retirement or termination of employment with the Company or its affiliates will be considered an automatic termination from participation in the ESPP. To terminate participation in the ESPP, an employee may change his or her contribution to $0 and payroll deduction amounts that have not been used to purchase any of our common stock and remain in the employee’s individual brokerage account will be refunded to the employee as soon as administratively possible. 56 TABLE OF CONTENTS Effect of Certain Corporate Events. In the event of a dissolution or liquidation of the Company, all offerings will terminate prior to the consummation of the proposed transaction or, at the Board’s discretion, the purchase date of any offering will be accelerated so that the outstanding rights may be exercised before or concurrent with the proposed transaction. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation where the Company is not the surviving corporation, all offerings will terminate prior to the consummation of the proposed event, unless the surviving corporation assumes the rights under the ESPP or substitutes similar rights, or the Board, at its discretion, provides that participants may exercise outstanding rights. Duration, Termination and Amendment. Unless earlier terminated by the Board, the ESPP will terminate when the maximum number of shares of our common stock available for sale under the ESPP has been purchased. We reserve the right to modify, suspend or terminate the ESPP, by action of the Board of Directors or the ESPP Administrator, as of the beginning of any savings period. Notice of suspension, modification or termination will be given to all participants. Upon termination of the ESPP for any reason, the cash then credited to an employee’s account will be refunded by our payroll department. All full and fractional shares of our common stock held in individual employee’s brokerage account will be available to the employee. The Board or the ESPP Administrator may also amend the ESPP from time to time to meet changes in legal requirements or for any other reason. In no event, however, may the Board or the ESPP Administrator amend the ESPP to (i) materially adversely affect any rights outstanding under the ESPP during the savings period in which such amendment is to be effected, (ii) increase the maximum number of shares of common stock which may be purchased under the ESPP without stockholder approval, (iii) decrease the purchase price of the common stock below 90% of the fair market value of the closing price of our common stock on the NYSE on the last trading day of the savings period, or (iv) adversely affect the qualification of the Plan under Section 423 of the Code. Certain Federal Income Tax Consequences. The following discussion briefly summarizes certain U.S. federal income tax consequences to participants under the ESPP. The discussion is based upon current interpretations of the Code, and the regulations promulgated thereunder. This summary describes the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state, local and non-U.S. taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. An employee will not realize taxable income at the time he or she purchases shares of common stock under the ESPP. The length of time an employee holds shares of common stock before disposing of them is an important variable in determining federal income tax consequences. A holding period starts the day after the day shares are purchased (i.e., the last day the common stock was traded on the NYSE in the applicable savings period). For an employee who sells or otherwise disposes of shares of common stock purchased under the ESPP, federal income tax considerations will differ, depending upon how long he or she has held the shares. Under present law, if the employee holds the shares at least two years before disposing of them, the employee will recognize ordinary income at the time of sale or disposition equal to the lesser of (1) the excess of the fair market value of the shares at the time of disposition over the purchase price, or (2) 10% of the fair market value of the shares on the date of grant (i.e., the last day of the savings period). Any gain on the disposition in excess of the amount treated as ordinary income will be long-term capital gain. We are not entitled to take a deduction for the amount of the discount in the circumstances described above. If the sale price is less than the purchase price, then there is no ordinary income, and the employee will have a capital loss equal to the difference between the sale price and the purchase price. Under present law, if an employee holds shares less than two years before disposing of them, the employee will recognize ordinary income on the excess of the fair market value of the stock on the purchase date over the purchase price. Any difference between the sale price of the shares and the fair market value on the purchase date will be capital gain or loss. We will be allowed a deduction in the year of disposal equal to the amount recognized as ordinary income. Specific Benefits. The benefits that will be received by or allocated to persons eligible to participate in the ESPP in the future cannot be determined at this time because the amount of contributions set aside to purchase shares of our common stock under the ESPP (subject to the limits of the plan) are entirely within the discretion of each participant. Requires Increase in Authorized Shares of the Company. The proposed increase in authorized shares under the Amended and Restated ESPP will require an increase in total authorized shares of common stock under our Certificate of Incorporation. Stockholders are being asked to approve such an increase in authorized shares in Proposal 4 of this proxy statement. The proposed amendments to the Amended and Restated ESPP will not be effectuated unless stockholders approve this Proposal 6 as well as Proposal 4 to increase the total authorized shares of common stock under our Certificate of Incorporation. Vote Required Approval of our Amended and Restated ESPP to increase the number of shares available under the plan requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” approval of the amendment. Abstentions will have the same effect as a vote against the proposal. Brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes; broker non-votes will have no effect on the vote. THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF OUR AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN. 57 TABLE OF CONTENTS PROPOSAL 7 — STOCKHOLDER PROPOSAL REDUCING THE THRESHOLD STOCK OWNERSHIP REQUIREMENT FOR STOCKHOLDERS TO CALL A SPECIAL STOCKHOLDER MEETING FROM 25% TO 10% Mr. John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns at least 200 shares of common stock, has informed us that he plans to present the following proposal at the meeting. Proposal 7 - Special Shareholder Meeting Improvement Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting (or the closest percentage to 10% according to state law). This proposal does not impact our board’s current power to call a special meeting. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison in 2013. The 70% support would have been higher if all shareholders had access to independent proxy voting advice. Scores of Fortune 500 companies allow a more practical percentage of shares to call a special meeting compared to the higher requirement of NiSource. Our higher 25%-threshold for shareholders to call a special meeting may be unreachable due to time constraints and detailed technical requirements that can disqualify many shareholders from participation. NiSource shareholders previously voted 65% in favor of the owners of 10% of shares to have the right to call a special meeting, sponsored by Ray T. Chevedden - the very topic of this proposal. Stockholder proposals such as this have had an important role in improving the governance rules of our company. For instance, NiSource adopted annual election of each director and a rudimentary version of a shareholder right to call a special meeting after shareholder proposals on these topics were received. A more practical rule to enable shareholders to call a special meeting would also put shareholders in a better position to give input on improving the qualifications of our directors. Deborah Henretta, a director assigned to 2 important Board committees, owned only $4000 of stock and was paid $230,000 for perhaps 300 hours of work a year. Carolyn Woo had 20-years long tenure. Long-tenure can impair the independence of a director. Independence is of greater importance for directors serving on our most important board committees. And Ms. Woo served on both our Audit and Nomination Committees. Richard Thompson was age 78 and had additional oversight duties as Chairman. Mr. Thompson did not serve on any other major Board of Directors to keep his skills up-to-date. Richard Abdoo was age 75. Any claim that a shareholder right to call a special meeting can be costly - may be moot. When shareholders have a good reason to call a special meeting - our board should be able to take positive responding action to make a special meeting unnecessary. Please vote yes: Special Shareholder Meeting Improvement- Proposal 7 Board of Directors’ Statement in Opposition Your Board of Directors unanimously recommends a vote AGAINST this proposal. The Board of Directors and its Nominating and Governance Committee have considered this proposal and concluded that it is unnecessary and not in the best interests of our stockholders. Our Certificate of Incorporation and Bylaws include a stockholder right to call special meetings that the Board believes strikes the appropriate balance between enhancing stockholder rights and adequately protecting the best interests of all of our stockholders. Under our Certificate of Incorporation and Bylaws, stockholders holding at least 25% of the shares of common stock issued and outstanding may call a special meeting, which is consistent with the majority practice of S&P 500 companies that provide stockholders with this right. According to a recent survey, approximately 61% of S&P 500 companies provide stockholders with the right to call a special meeting. Of those companies that have this right, approximately 62% have an ownership threshold equal to or greater than 25%, while only approximately 18% of S&P 500 companies with such right have a 10% or less ownership threshold. In its consideration of this proposal, the Board evaluated a number of factors, including the interests of our stockholders, the resources required to convene a special meeting, the existing opportunities for stockholders to engage with the Board and management between annual meetings, and the characteristics and composition of our stockholder base. The Board continues to believe that the current 25% ownership threshold provides an appropriate balance between providing accountability to stockholders and enabling the Board and management to focus on meeting our business objectives and enhancing stockholder value. The Board believes that special meetings should only be called to consider extraordinary events that are of interest to a broad base of stockholders and that cannot be delayed until the next annual meeting. Implementation of the 10% ownership threshold could significantly disrupt our operations and increase our costs. For every special meeting, we are required to provide each stockholder a notice of meeting and proxy materials, which results in significant legal, printing and mailing and administrative expenses, as well as other costs normally associated with holding a stockholder meeting. Additionally, preparing for stockholder meetings requires significant attention of our directors, officers and employees, diverting their attention away 58 TABLE OF CONTENTS from performing their primary function, which is to operate our business in the best interests of our stockholders. The current 25% threshold prevents a small number of stockholders, which may be composed of stockholders with special interests, from calling a special meeting that may not be in the best interest of all of our stockholders. Accordingly, the current 25% ownership threshold is a more appropriate standard to ensure that special meetings are held only for matters important to a larger group of stockholders. We have strong corporate governance practices that provide Board accountability to stockholder concerns. The Board further believes that our strong corporate governance framework makes the adoption of this proposal unnecessary. In addition to giving stockholders a meaningful right to call a special meeting in our bylaws, our corporate governance practices and policies ensure the Board remains accountable to stockholders. These extensive strong governance practices include: Annual election of directors; Majority voting for all directors with resignation policy; Stockholder right to call special meetings; No supermajority voting provisions; Proxy access bylaw (3% ownership / 3 years / 20%); Separate independent chairman and CEO; All directors independent except CEO; and Annual “Say-on-Pay” advisory votes. In addition, stockholders may communicate directly with the Board at any time. For further information on how our stockholders may communicate with any director, any Board committee or the full Board, see the section titled “Communications with the Board and Non-Management Directors” on page 15. We believe that this comprehensive package of governance practices and policies, including our existing special meeting bylaw, protects stockholder rights without the expense and risk associated with lowering the ownership threshold necessary to call a special meeting. For the reasons set forth above, the Board believes that the implementation of this proposal is not in the best interests of the Company and its stockholders. Vote Required If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the meeting in person or represented by proxy, and entitled to vote. Proxies submitted without direction pursuant to this solicitation will be voted AGAINST the stockholder proposal. Abstentions will have the same effect as a vote against the proposal. We believe brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes. THE BOARD BELIEVES THAT THIS PROPOSAL IS NOT IN THE BEST INTERESTS OF OUR STOCKHOLDERS AND RECOMMENDS A VOTE “AGAINST” THIS PROPOSAL. 59 TABLE OF CONTENTS STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 20202022 ANNUAL MEETING Stockholders may submit proposals appropriate for stockholder action at the 20202022 Annual Meeting consistent with the requirements of Rule 14a-8 under the Exchange Act, all other rules of the SEC relating to stockholder proposals and our Bylaws. Written notice containing the required information should be addressed to the attention of our Corporate Secretary at NiSource Inc., 801 E. 86th Avenue, Merrillville, Indiana 46410. For your proposal to be considered for inclusion in our proxy statement in connection with the 20202022 Annual Meeting, we must receive your written proposal no later than December 3, 2019.20, 2021.   2021 Proxy Statement | 73 TABLE OF CONTENTS Stockholder proposals not intended to be included in our proxy statement (including director nominations) may be brought before the 20202022 Annual Meeting by filing a notice of stockholder’s intent to do so no earlier than January 8, 2020,25, 2022, and no later than February 7, 2020.24, 2022. The notice must include all of the information required to be set forth in any such notice by our Bylaws. Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 20202022 Annual Meeting must comply with the requirements of proxy access as set forth in our Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to us no earlier than November 3, 2019,20, 2021, and no later than December 3, 2019. 20, 2021. If you would like a copy of our Bylaws, please contact our Corporate Secretary at the above address or access our Bylaws filed with the SEC as Exhibit 3.1 to our Current Report on Form 8-K filed on January 26, 2018. Failure to comply with our Bylaw procedure and deadlines may preclude presentation and consideration of the matter or of the proposed nominee for election at the 20202022 Annual Meeting. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based on a review of reports filed with the SEC and written representations that no other reports were required under Section 16(a) of the Exchange Act, we believe that all of our directors, officers and beneficial owners of more than 10% of our common stock who are required to file such reports did file all such reports on a timely basis during 2018. ANNUAL REPORT AND FINANCIAL STATEMENTS Attention is directed to the financial statements contained in our Annual Report for the year ended December 31, 2018.2020. As of the mail date of this Proxy Statement, a copy of the Annual Report has been sent, or is concurrently being sent, to stockholders of record as of March 12, 2019.30, 2021. These statements and other reports filed with the SEC are available through our website at https://www.nisource.com/filings. AVAILABILITY OF FORM 10-K A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2020, including the financial statements and the financial statement schedules, but without exhibits, is contained within our Annual Report which has been sent, or is concurrently being sent, to you and is available free of charge to any stockholder upon written request to NiSource Inc., c/o Corporate Secretary, 801 East 86th86th Avenue, Merrillville, Indiana 46410 and is also available on our website at https://www.nisource.com/filings. MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS — “HOUSEHOLDING” The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” may potentially provide extra convenience for stockholders and cost savings for companies or the intermediary. You may receive proxy materials through an intermediary who uses householding to deliver proxy materials. If so, a single copy of the proxy materials may be delivered to multiple stockholders sharing an address unless the affected stockholder provides contrary instructions. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If this applies to you and you would prefer to receive separate copies of the proxy materials, please notify your broker that you no longer wish to participate in householding. Additionally, you may direct your written request for a copy of the proxy materials to NiSource Inc., c/o Corporate Secretary, 801 East 86th86th Avenue, Merrillville, Indiana 46410, or you may request a copy by telephone at (877) 647-5990. If your broker is not currently householding (i.e., you received multiple copies of our proxy statement), and you would like to request delivery of a single copy, you should contact your broker and find out if this option is available to you. 60 74 |   2021 Proxy Statement TABLE OF CONTENTS OTHER BUSINESS The Board does not intend to bring any other matters before the Annual Meeting other than those described in this proxy statement.Proxy Statement. If any other matters do properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the proxy in accordance with their judgment on such matters. Whether or not you plan to attend the virtual Annual Meeting, you can be sure your shares are represented at the meeting by submitting your completed proxy by telephone, through the Internet or by promptly marking, dating, signing and returning the enclosed proxy card. ​ ​ ​ BY ORDER OF THE BOARD OF DIRECTORS ​ ​ ​ ​ John G. Nassos ​ ​ ​ ​ Anne-Marie W. D'Angelo ​ ​ ​ ​ Executive Vice President, General Counsel and ​ ​ ​ ​ Corporate Secretary ​ ​ Dated: April 1, 201919, 2021 ​ ​ ​ 61   2021 Proxy Statement | 75 TABLE OF CONTENTS Exhibit A Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock (additions are underlined; deletions are struck-out) Article IV of the Certificate of Incorporation to be amended as follows: The total number of shares of all classes of stock which the Corporation shall have authority to issue is Four hundred twenty Six hundred twenty million (420,000,000 620,000,000), of which Twenty million (20,000,000) shares of the par value $.01 each are to be of a class designated Preferred Stock and Four hundred Six hundred million (400,000,000 600,000,000) shares of the par value of $.01 each are to be of a class designated Common Stock. TABLE OF CONTENTS Exhibit B Amendment to Our Certificate of Incorporation to Eliminate the Requirement of “Cause” for Removal of Directors (additions are underlined; deletions are struck-out) Article V.A.4 of the Certificate of Incorporation to be amended as follows: 4. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any director or directors may be removed from office at any time, but only for cause and only by the affirmative vote of a majority of the combined voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally, voting together as a single class (it being understood that for all purposes of this Article V, each share of Preferred Stock shall have the number of votes, if any, granted to it pursuant to this Amended and Restated Certificate of Incorporation of any resolution adopted pursuant to Article IV). TABLE OF CONTENTS Exhibit C AMENDED AND RESTATED NISOURCE INC. EMPLOYEE STOCK PURCHASE PLAN This Amended and Restated NiSource Inc. Employee Stock Purchase Plan (“ESPP” or “Plan”), adopted by the Board as of February 1, 2019, provides eligible employees (referred to herein as “you”) of NiSource Inc. (“NiSource”) and its participating subsidiaries (as described below) with the opportunity to purchase shares of common stock of NiSource, $.01 par value (“Common Stock”), at a discount from market value through payroll deductions. The primary purposes of the Plan are to provide employees of NiSource and its participating subsidiaries an additional means of saving a portion of their earnings and to encourage employee ownership of Common Stock. Further information concerning the Plan, including the number of shares of Common Stock to be offered pursuant to the Plan, is set forth herein. The Plan, as amended and restated herein, will become effective upon stockholder approval of the Plan within 12 months following the date on which it was adopted by the Board. 1. WHAT IS THE PLAN? The Plan offers a convenient and economical way for eligible employees of NiSource to initiate or increase their ownership of Common Stock. Once you are enrolled in the Plan, your payroll deductions will be used by Fidelity Investments to purchase Common Stock (both full and fractional shares) for you. 2. WHO MAY PARTICIPATE? Participating companies are: (1) NiSource; and (2) those subsidiaries of NiSource whose Boards of Directors have adopted resolutions requesting participation in the Plan for their employees and whose requests are approved by the NiSource Benefits Committee. You may participate if: (1) you are an active employee of NiSource or a participating subsidiary; and (2) you are either: (a) a (i) full-time employee, or (ii) a part-time employee whose customary employment is more than 20 hours per week and more than five months in any calendar year; or (b) if you are part-time employee whose customary employment is 20 hours or less per week, you are customarily employed by NiSource or a participating subsidiary for at least six months in any calendar year. However, even if you qualify under these rules, you may not acquire any right to purchase Common Stock under the Plan if: (1) immediately after participating, you would own at least 5% of the total combined voting power or value of all classes of stock of NiSource or any subsidiary including any stock which the employee may purchase under outstanding rights and options; or (2) such right would permit you to purchase stock under this Plan or any similar employee stock purchase plan of NiSource with a fair market value of more than $25,000 in a calendar year. 3. HOW DOES THE PLAN OPERATE? The Plan provides for four Savings Periods during each calendar year. Savings accumulated by you through payroll deductions will be used at the end of each Savings Period to purchase as many full and fractional shares of Common Stock as possible at the purchase price determined for that Savings Period. 4. WHAT ARE THE SAVINGS PERIODS? Savings Periods are the three-month periods from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31. Each Savings Period includes all paydays within that period. 5. WHEN CAN I START MY PARTICIPATION IN THE PLAN? You become eligible to participate in the Plan with respect to the first Savings Period commencing on or after the day on which you first meet the criteria listed in response to question 2. Whether or not you participate in the Plan is your decision. 6. IF I AM ELIGIBLE, HOW DO I ENROLL IN THE PLAN? You may enroll at netbenefits.fidelity.com or by contacting a Fidelity Stock Plan Services Representative. As part of the enrollment process, you will establish a Fidelity Account® - an individual brokerage account, in order to manage your ESPP. You must also elect an amount that will be deducted from your paycheck to contribute towards the purchase of Common Stock. Fidelity will send your payroll deduction election to the NiSource Payroll Department so that your payroll deduction can be added to your TABLE OF CONTENTS payroll record. Your payroll deduction will begin as quickly as administratively possible. At the time that you enroll, or anytime thereafter, you can designate a beneficiary on your Fidelity Account. If you are a Plan participant at the time of your death, your Fidelity Account will be distributed to the beneficiaries designated by you. You can complete the beneficiary designation online at fidelity.com. Once you have successfully completed your beneficiary designation, you should receive confirmation by postal mail. Any payroll deductions that have not been used to purchase shares of Common Stock at the time of death will be paid to your estate in cash. 7. WHAT IS A PAYROLL ELECTION? A payroll election directs your employer to deduct money from your pay in a specified amount while you are a participant in the Plan. The payroll election remains effective until you change your payroll election at netbenefits.fidelity.com or by calling a Fidelity Stock Plan Services Representative. 8. WHEN WILL THE PAYROLL DEDUCTIONS START AND IN WHAT AMOUNT MAY THEY BE MADE? Your payroll deductions will begin as soon as administratively possible. Payroll deductions can be in any full dollar amounts, not less than $10 per regular pay period, and not more than $20,000 per calendar year. 9. WHAT IF I DECIDE TO CHANGE OR STOP MY PAYROLL DEDUCTION? You may change or stop your payroll deduction at any time. To make this change, you must complete a new payroll election at netbenefits.fidelity.com or by calling a Fidelity Stock Plan Services Representative. 10. WHAT HAPPENS TO THE MONEY DEDUCTED FROM MY PAY? Your payroll deductions will be credited to your NiSource Inc. Purchase Account (“Purchase Account”) under the Plan. On the last trading day of each Savings Period, the balance in your Purchase Account will be applied to purchase full and fractional shares of Common Stock as described in response to question 13. No interest is paid to any employee on the amounts accumulated in his or her Purchase Account under the Plan. 11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN? The purchase price per share assigned to the Common Stock for any Savings Period will be 90% of the fair market value on the purchase date. For purposes of the Plan, fair market value is the closing price of the Common Stock on the New York Stock Exchange (“NYSE”) on the last trading day of the Savings Period. Shares of Common Stock purchased under the Plan will come from treasury shares, authorized but unissued shares or open market purchases of Common Stock. You will pay no brokerage commissions, fees or service charges in connection with purchases of Common Stock under the Plan. 12. HOW MANY SHARES MAY BE PURCHASED BY PARTICIPANTS UNDER THE PLAN? Under this Amended and Restated ESPP, the maximum number of shares of Common Stock that may be purchased in the future under the Plan is 1,243,244 as of February 1, 2019, pending approval of 1,000,000 of these shares by stockholders. This number may increase again in the future with stockholder approval. This number may also increase or decrease proportionately, as appropriate, in the event of a future stock dividend, stock split or combination of Common Stock, spin-off, reorganization or recapitalization. If the number of shares remaining available for purchase under the Plan is not sufficient to satisfy all then outstanding purchase rights, the available shares will be apportioned among all participants on an equitable basis. 13. HOW MANY SHARES CAN I BUY IN EACH SAVINGS PERIOD? The number of shares of Common Stock purchased by you during each Savings Period will be determined by dividing your Purchase Account balance by the purchase price per share for that Savings Period (the last trading day of the Savings Period). Shares will be allocated to four decimal places. The number of shares you can purchase will depend on the size of your payroll deductions and the fair market value of the Common Stock as of each purchase date. For example, if you have authorized deductions of $200.00 for the Savings Period and the fair market value of a share of Common Stock on the purchase date is $20.00, then your purchase price would be 90% of $20.00 or $18.00, and you would purchase 11.1111 shares of Common Stock ($200/$18.00). The number of shares purchased is also subject to an annual limit as indicated in question 14. You can estimate the number of shares that will be purchased with your contributions at netbenefits.fidelity.com. See answer to question 27. 14. IS THERE AN ANNUAL CONTRIBUTION LIMIT ON THE NUMBER OF SHARES PURCHASED? The Internal Revenue Service limits purchases under an Employee Stock Purchase Plan to $25,000 worth of stock in any one calendar year, valued as of the first day of the Savings Period. Therefore, the Plan will multiply the value of the Common Stock on the first trading date of the Savings Period by the number of shares purchased at the end of the Savings Period and limit the total value of shares purchased for all Savings Periods in the calendar year to $25,000. Any payroll deduction amounts not used to purchase shares as a result of the contribution limit will be refunded. 15. CAN COMMON STOCK BE PURCHASED UNDER THE PLAN FOR CASH? No. Common Stock can be purchased only through payroll deductions. 16. WHAT HAPPENS TO THE SHARES I PURCHASE? The shares you purchase will be considered credited to you as of the close of business on the last day of each Savings Period. Your shares will be deposited into your Fidelity Account as soon as administratively possible following the purchase date. C-2 TABLE OF CONTENTS 17. HOW WILL SHARES PURCHASED UNDER THE PLAN BE REGISTERED? The shares will be registered in “street name” at Fidelity. This means that your shares will be registered in the name of Fidelity and you will be designated as the beneficial owner. 18. HOW DO I SELL SHARES THAT I HAVE PURCHASED THROUGH THE PLAN? Any shares held in your Fidelity Account can be sold by Fidelity at your direction. You will have the ability to place “real time” orders to sell your Common Stock (or any other brokerage order) during regular market hours. The proceeds from the sale of your shares will be deposited into your Fidelity Account. Any sale of shares in your Fidelity Account will be subject to commissions and fees governing that account, as outlined in the Brokerage Commission Schedule contained within the Customer Agreement that you will complete when you enroll. Please refer to the answer to question 20 or the Brokerage Commission Schedule contained within your Customer Agreement on Fidelity.com for further details. Commissions and fees are subject to change. Fidelity also provides you the ability to place an order to sell your Common Stock, when and how you prefer. You can trade 24 hours a day online or using Fidelity’s Automated Service Telephone (FAST®). You can also place your trade with a Fidelity Stock Plan Services Representative, excluding holidays of the New York Stock Exchange. Certain restrictions are imposed by the Federal securities laws and NiSource policy on sales of Common Stock by officers and certain other employees. All other employees may sell Common Stock purchased under the Plan without any restrictions. 19. ARE THERE ANY RESTRICTIONS ON THE TRANSFER OF SHARES PURCHASED UNDER THE PLAN? Any shares purchased under the Plan are restricted from transfer to another financial institution for a two-year period. However, in light of certain Federal tax requirements, each employee on entering the Plan agrees to notify NiSource if he or she disposes of any shares of Common Stock purchased under the Plan within two years after the purchase date. You are still eligible to sell shares during this two year holding period, however, under current law you will be subject to additional federal income tax. See answer to question 35. 20. WHAT IS THE COST TO PARTICIPATE IN THE PLAN? There are no brokerage commissions, fees or service charges connected with Common Stock purchases. These costs are paid by NiSource. However, you will pay all costs incurred in the sale of shares in your Fidelity Account. All sales will be subject to commissions and fees governing your Fidelity Account, as outlined in the Brokerage Commission Schedule contained within the Customer Agreement. Please refer to your Customer Agreement on Fidelity.com for further details. Commissions and fees are subject to change. You will also be charged a regulatory transaction fee per dollar of the total principal amount of the sale proceeds or a portion thereof. This regulatory fee is paid to the Securities and Exchange Commission (“SEC”) at the time of sale and is required for all equity trades. This regulatory transaction fee is subject to modification by the SEC. 21. CAN MY RIGHTS UNDER THE PLAN BE ASSIGNED OR TRANSFERRED TO ANOTHER PERSON? No. Your rights under the Plan cannot be assigned or transferred to another person. 22. MAY I TERMINATE MY PARTICIPATION IN THE PLAN AT ANY TIME? Yes. Further, your death, retirement or termination of employment with NiSource, or your cessation of eligibility as a participating employee, will be considered your automatic termination from participation in the Plan. 23. HOW DO I TERMINATE MY PARTICIPATION IN THE PLAN AND WHEN IS IT EFFECTIVE? You can terminate your participation by changing your contribution to $0 on netbenefits.fidelity.com or by calling a Fidelity Stock Plan Services Representative. If you terminate your participation, Fidelity will inform NiSource to stop any future payroll deductions and to refund any payroll deductions in your Purchase Account that have not been used to purchase Common Stock. Your payroll deduction and refund will be made as soon as administratively possible on your payroll check. 24. WHAT HAPPENS WHEN I TERMINATE MY PARTICIPATION? The shares of Common Stock will remain in your Fidelity Account until transferred or sold. You cannot transfer shares to another financial institution until two years after the date of purchase. You can sell shares at any time but the sale will be subject to additional federal income tax as described in question 35. The cost to sell shares is described in the answer to question 20. 25. MAY I WITHDRAW THE CASH IN MY PURCHASE ACCOUNT OR SUSPEND MY PAYROLL DEDUCTIONS WITHOUT TERMINATING MY PARTICIPATION IN THE PLAN? Withdrawing the cash balance credited to your Purchase Account does not terminate your participation in the Plan. However, it does discontinue your payroll deductions. To resume your payroll deductions, you will need to elect a new payroll deduction amount at netbenefits.fidelity.com. C-3 TABLE OF CONTENTS 26. WHAT HAPPENS IF I DIE, RETIRE, TERMINATE MY EMPLOYMENT OR OTHERWISE CEASE TO BE ELIGIBLE TO PARTICIPATE? Upon the occurrence of such event, your participation in the Plan will stop. The cash balance in your Purchase Account will be refunded to you, or your estate in the event of your death. The shares of Common Stock will remain in your Fidelity Account or in the event of your death will be transferred to your designated beneficiary 27. HOW DO I LEARN ABOUT THE STATUS OF MY PURCHASE AND FIDELITY ACCOUNTS? Each payroll deduction will be shown on your pay stub. In addition, you will receive a monthly statement from Fidelity if you have any activity (purchase, sale, transfer or dividend reinvestment) in your Fidelity Account. Should you have no activity in your Fidelity Account, you will receive a quarterly statement. You will also receive confirmations for transactions that are made in your account. If you would prefer to receive information online, you can sign up for e-delivery at Fidelity.com. Even if you do not elect to sign up for e-delivery, you can access your statements and confirmation online at any time. These statements contain information that is helpful for tax reporting and cost basis purposes; therefore, you should keep the statements until all shares of Common Stock purchased under the Plan and Fidelity Account have been disposed of and all tax obligations have been met. You can also access your Fidelity Account information at any time at netbenefits.fidelity.com. You will be able to view your accumulated contributions and estimate the number of shares that will be purchased with your contributions at any time. Once logged in, click on the link for the NiSource ESPP and select Estimate Purchase. There, you will see your total accumulated contributions for the current savings period and the estimated number of shares that will be purchased with your contributions. You will also receive all reports issued to stockholders of NiSource, including annual reports and proxy solicitation material. 28. WHO ADMINISTERS THE PLAN? The Compensation Committee of the Board of Directors of NiSource is the Administrator of the Plan. However, should you have questions concerning the Plan or your Fidelity Account, you should contact Fidelity or NiSource Stockholder Services. 29. WHAT IS THE RESPONSIBILITY OF NISOURCE AND THE ADMINISTRATOR UNDER THE PLAN? NiSource and the Administrator of the Plan will not be liable for any act done in good faith in connection with the Plan, or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a participant’s Purchase Account upon such participant’s death or retirement prior to the receipt of notice in writing of the event. 30. WHO INTERPRETS THE PLAN? The Administrator of the Plan reserves the right to interpret the terms of the Plan, in his or her sole discretion. 31. HOW LONG WILL THE PLAN BE IN EFFECT? Unless earlier terminated by the Board of Directors of NiSource, the Plan will terminate when the maximum number of shares of Common Stock available for sale under the Plan have been purchased. (See response to question 12.) 32. MAY THE PLAN BE TERMINATED OR AMENDED? NiSource reserves the right to modify, suspend or terminate the Plan, by action of the Board of Directors of NiSource or its Compensation Committee, at such time designated by the Board or Compensation Committee, which in no event shall be earlier than the first day of any Savings Period in which such change is made. Notice of suspension, modification or termination will be given to all participants. In no event, however, may the Board or the Compensation Committee amend the Plan to (i) materially adversely affect any rights outstanding under the Plan during the Savings Period in which such amendment is to be effective, (ii) increase the maximum number of shares of Common Stock which may be purchased under the Plan (except with the approval of the stockholders of NiSource, or as described in response to question 12), (iii) decrease the purchase price of the Common Stock below 90% of the fair market value, or (iv) adversely affect the qualification of the Plan under Section 423 of the Internal Revenue Code. Upon termination of the Plan for any reason, the cash then credited to your Purchase Account will be refunded to you by the NiSource Payroll Department. All full and fractional shares of Common Stock held in your Fidelity Account will be available to you in your Fidelity Account. 33. HOW ARE MY RIGHTS UNDER THE PLAN AFFECTED BY EVENTS SUCH AS A DISSOLUTION, LIQUIDATION OR MERGER OF NISOURCE? In the event of the proposed dissolution or liquidation of NiSource, any and all offerings under the Plan will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in its sole discretion, declare that your right to purchase shares under the Plan will terminate as of a date fixed by the Board and give you the right to purchase shares of Common Stock under the Plan. In the event of a proposed sale of all or substantially all of the assets of NiSource, or the merger of NiSource with or into another corporation (or a parent or subsidiary of another corporation) when NiSource is not the surviving corporation, any and all offerings under the Plan shall terminate C-4 TABLE OF CONTENTS immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, and in lieu of assumption or substitution of the rights to purchase shares of Common Stock under the Plan by a successor corporation, provide that you will have the right to purchase shares under the Plan. If the Board permits a share purchase under the Plan in lieu of the assumption or substitution of the right to purchase shares of Common Stock by a successor corporation in the event of a merger or sale of assets, the Board will notify you that the rights shall be fully exercisable for a period of ten (10) days from the date of such notice (or such other period of time as the Board shall determine), and the rights shall terminate upon the expiration of such period. 34. IS AN EMPLOYEE REQUIRED TO ENTER THE PLAN? Absolutely not. Each employee who participates in the Plan does so on a strictly voluntary basis. Each employee should decide whether the purchase of shares is a wise investment for him or her. An employee may wish to consult a specialist in investment or tax matters before making his or her decision. 35. IS THE PLAN SUBJECT TO ANY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”)? The Plan is not subject to any provisions of ERISA. C-5 TABLE OF CONTENTS   TABLE OF CONTENTS