NISOURCE INC (NI)
Sector: Utilities
2026 Annual Meeting Analysis
NISOURCE INC · Meeting: May 11, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with strong technology and CEO leadership background; NiSource's 3-year total return of +90.3% outperforms the peer group median by +41.0 percentage points, well below the 65-point threshold needed to trigger a vote against, and no other disqualifying flags apply.
Director since 2022 with deep cybersecurity and audit expertise; joined within the last four years and the TSR trigger does not apply given NiSource outperforms its peer group, and no other disqualifying flags apply.
Director since 2018 with extensive utility industry and accounting expertise as a CPA and former Entergy CFO; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2017 with broad operational and financial planning experience from Union Pacific; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2015 with extensive consumer and multi-market business leadership experience from Procter & Gamble; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2019 with deep safety and regulatory expertise as former chair of the National Transportation Safety Board; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2008 with extensive regulated utility CEO and CFO experience at National Grid USA; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2022 with three decades of utility CEO experience including leading PG&E through bankruptcy; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Independent Board Chair since 2015 with significant regulated-industry CEO and governance experience from Fifth Third Bancorp; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2022 with strong financial oversight credentials as a CPA and current AT&T CFO; the TSR trigger does not apply given strong outperformance versus the peer group, and no other disqualifying flags apply.
Director since 2024 and therefore exempt from the TSR trigger under the 24-month new-director exemption; brings deep utility leadership experience as former CEO of Consolidated Edison.
CEO and director since 2020 with over 40 years of energy industry experience; as an executive director he is subject to the same TSR trigger as all others, but the trigger does not apply given NiSource's strong outperformance versus the peer group, and no other disqualifying flags apply.
All twelve nominees receive a FOR vote. NiSource's 3-year total shareholder return of +90.3% outperforms the compensation peer group median of +49.3% by +41.0 percentage points, comfortably below the 65-point threshold required to trigger an against vote for a company with strong-positive absolute TSR. All directors met the 75% meeting attendance threshold, no director is overboarded under policy limits, all audit and compensation committee members are independent, and the board discloses a skills matrix. John McAvoy joined in 2024 and is exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Lloyd Yates
Total Comp
$13,197,800
Prior Support
97%%
The CEO's total reported compensation of $13,197,800 is within a reasonable range for a CEO of a $22 billion fully regulated utility, and prior shareholder support was an overwhelming 97% in 2025, indicating no widespread concern. The pay structure is well-designed: roughly 84% of the CEO's total target pay is variable or performance-linked (performance stock awards at 61%, restricted stock at 15%, and annual bonus at 13%), far exceeding the minimum 50-60% variable pay threshold required by policy. The pay-for-performance alignment check also passes: NiSource's 3-year total return of +90.3% outperforms the peer median by +41 percentage points, so above-benchmark incentive pay is justified by strong shareholder outcomes, and the company maintains a robust clawback policy consistent with SEC and NYSE requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,214,600
Non-Audit Fees
$461,515
Non-audit fees of $461,515 (audit-related fees of $45,000 plus tax compliance fees of $410,375 plus other fees of $6,140) represent approximately 6.4% of audit fees of $7,214,600, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $22 billion market-cap utility. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements are noted.
Overall Assessment
NiSource's 2026 annual meeting presents a clean ballot with no significant governance red flags. All three standard proposals — director elections, auditor ratification, and say-on-pay — receive FOR votes, driven by strong 3-year total shareholder return that outperforms peers, a well-structured performance-linked pay program with 97% prior-year shareholder approval, and audit fees well within independence norms. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing