v3.26.1
Pay vs Performance Disclosure
2 Months Ended 11 Months Ended 12 Months Ended
Feb. 14, 2022
Dec. 31, 2022
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
2025 Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) to our CEOs and to our non-CEO NEOs and certain financial performance of the Company. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis (CD&A)” section above.
Year
CEO
Former CEO
Other NEO Pay
Value of
Initial Fixed $100 Invested
Based on:
Net Income
(in millions)
Adjusted
EPS(8)
Summary
Compen-
sation
Table Total
for CEO
Compen-
sation
Actually Paid
to CEO(6)
Summary
Compen-
sation
Table Total for
Former CEO
Compensation
Actually Paid to
Former CEO(7)
Average
Summary
Compen-
sation
Table
Total for
Other
NEO's
Average
Compen-
sation
Actually
Paid
to Other
NEO's
Total
Share-
holder
Return
(TSR)
Dow
Jones
Utilities
Index
Peer
Group
TSR
2025(1)
$13,197,800
$26,178,851
$0
$0
$3,689,768
$6,200,227
$216
$159
$1,013
$1.90
2024(2)
$12,784,970
$34,023,789
$0
$0
$3,656,310
$7,905,729
$185
$137
$845
$1.75
2023(3)
$9,216,680
$9,913,336
$0
$0
$2,869,181
$3,127,806
$129
$111
$674
$1.60
2022(4)
$7,113,506
$6,720,202
$1,352,993
($3,953,194) (6)
$2,221,932
$1,305,705
$128
$119
$792
$1.47
2021(5)
$0
$0
$9,535,782
$13,795,347
$2,491,010
$3,453,360
$125
$117
$589
$1.37
(1)
For 2025, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(2)
For 2024, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(3)
For 2023, the table includes Lloyd Yates as CEO. The other NEOs were Donald E. Brown, Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(4)
For 2022, the table includes Lloyd Yates as CEO and Joseph Hamrock as Former CEO. The other NEOs were Donald E. Brown, Shawn Anderson, Melody Birmingham, William Jefferson and Pablo A. Vegas.
(5)
For 2021, the table includes Joseph Hamrock as CEO. The other NEOs were Donald E. Brown, Pablo A. Vegas, Violet G. Sistovaris and Charles E. Shafer.
(6)
In accordance with the SEC rules, the amounts reported in these columns for each year were calculated by making the adjustments shown in the following tables to amounts reported for the CEOs in the Summary Compensation Table in the total column. Amounts for each year do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year.
(7)
A pro rata portion of all outstanding, unvested equity award vesting in connection with Mr. Hamrock’s retirement in 2022.
(8)
Adjusted EPS is a non-GAAP financial measure. Appendix A to this Proxy Statement contains a full reconciliation of GAAP EPS to Adjusted EPS.
       
Company Selected Measure Name     Adjusted EPS        
Named Executive Officers, Footnote    
(1)
For 2025, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(2)
For 2024, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(3)
For 2023, the table includes Lloyd Yates as CEO. The other NEOs were Donald E. Brown, Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(4)
For 2022, the table includes Lloyd Yates as CEO and Joseph Hamrock as Former CEO. The other NEOs were Donald E. Brown, Shawn Anderson, Melody Birmingham, William Jefferson and Pablo A. Vegas.
(5)
For 2021, the table includes Joseph Hamrock as CEO. The other NEOs were Donald E. Brown, Pablo A. Vegas, Violet G. Sistovaris and Charles E. Shafer.
       
Adjustment To PEO Compensation, Footnote    
To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:
CEO SCT to CAP Reconciliation:
Year
Reported
SCT Total for
Covered Year
 
Reported
Value of Equity
Awards in SCT
for Covered
Year(a)
 
Equity Award
Adjustments
for Covered
Year(b)
 
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits for
Covered Year
 
Pension
Benefits
Adjustments
for Covered
Year
 
Compensation
Actually Paid
for Covered
Year
2025
$13,197,800
$9,619,864
+
$22,600,915
$0
+
$0
=
$26,178,851
(a)
Represents the amounts reported in the Summary Compensation Table in the Stock Awards Column.
(b)
See reconciliation of the Equity Award Adjustments below.
(c)
See reconciliation of the Average Pension Benefits Adjustments below.
CEO Equity Adjustment to CAP Reconciliation
Year
Covered Year-
End Fair Value
of Equity Awards
Granted During
Covered Year
That Remained
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Change in Fair
Value as of
Last Day of
Covered Year
(as compared
to Last Day of
Prior Year) of
Equity Awards
Granted Prior
to Covered
Year and
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Vesting Date
Fair Value of
Equity Awards
Granted During
Covered Year
that Vested During
Covered Year
($)
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Equity Awards
Granted Prior
to Covered
Year that
Vested During
Covered Year
($)
Fair Value as
of Last Day of
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Covered Year
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included as of
Last Day of
Covered Year
($)
Total - Inclusion
of Equity Values
($)
2025
$14,535,760
$7,020,374
$0
$1,044,781
$0
$0
$22,600,915
CEO and Other NEOs Pension Adjustment to CAP Reconciliation
Year
Plan
Service Cost
Prior Service Cost
Total Average Pension
Benefit Adjustment (Service
Cost ÷ by number of Other
NEOs in applicable year)
2025
Pension Plan
$0
$0
$0
 
Pension Restoration Plan
$0
$0
$0
 
Total
$0
$0
$0
       
Non-PEO NEO Average Total Compensation Amount     $ 3,689,768 $ 3,656,310 $ 2,869,181 $ 2,221,932 $ 2,491,010
Non-PEO NEO Average Compensation Actually Paid Amount     $ 6,200,227 7,905,729 3,127,806 1,305,705 3,453,360
Adjustment to Non-PEO NEO Compensation Footnote    
To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:
Other NEOs SCT to CAP Reconciliation:
Year
Average
Reported
SCT Total for
Covered Year
 
Average
Reported
Value of Equity
Awards in SCT
for Covered
Year(a)
 
Average
Equity Award
Adjustments
for Covered
Year(b)
 
Average
Reported
Change in the
Actuarial
Present Value
of Pension
Benefits for
Covered Year
 
Average
Pension
Benefits
Adjustments
for Covered
Year(c)
 
Average of
Compensation
Actually Paid
for Covered
Year
2025
$3,689,768
$2,165,412
+
$4,675,871
$0
+
$0
=
$6,200,227
(a)
Represents the amounts reported in the Summary Compensation Table in the Stock Awards Column.
(b)
See reconciliation of the Equity Award Adjustments below.
(c)
See reconciliation of the Average Pension Benefits Adjustments below.
Other NEOs Equity Adjustment to CAP Reconciliation
Year
Average
Covered Year-
End Fair Value
of Equity Awards
Granted During
Covered Year
That Remained
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Average
Change in Fair
Value as of
Last Day of
Covered Year
(as compared
to Last Day of
Prior Year) of
Equity Awards
Granted Prior
to Covered
Year and
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Average
Vesting Date
Fair Value of
Equity Awards
Granted During
Covered Year
that Vested During
Covered Year
($)
Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Equity Awards
Granted Prior
to Covered
Year that
Vested During
Covered Year
($)
Average
Fair Value as
of Last Day of
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Covered Year
($)
Average Value
of Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included as of
Last Day of
Covered Year
($)
Total - Average
Inclusion of
Equity Values
($)
2025
$3,046,028
$1,477,419
$0
$152,424
$0
$0
$4,675,871
Fair values reported in this table are computed in accordance with FASB ASC Topic 718.
CEO and Other NEOs Pension Adjustment to CAP Reconciliation
Year
Plan
Service Cost
Prior Service Cost
Total Average Pension
Benefit Adjustment (Service
Cost ÷ by number of Other
NEOs in applicable year)
2025
Pension Plan
$0
$0
$0
 
Pension Restoration Plan
$0
$0
$0
 
Total
$0
$0
$0
       
Compensation Actually Paid vs. Total Shareholder Return    
CAP* versus Total Shareholder Return
The graph below represents the relationship between CAP to our CEO, the average CAP to our Non-CEO NEOs and Total Shareholder Return (“TSR”) for NiSource and the Dow Jones U.S. Utilities Index.
*CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
       
Compensation Actually Paid vs. Net Income    
CAP versus Net Income
The graph below shows the relationship between the Company’s net income and the CEO and Non-CEO NEOs’ CAP. The Company does not use Net Income to determine compensation and is not included in incentive plans.
       
Compensation Actually Paid vs. Company Selected Measure    
CAP versus Company Selected Measures: Adjusted EPS
The graph below shows the relationship between the Company’s adjusted EPS and the CEO and Non-CEO NEOs’ CAP. Adjusted EPS is a non-GAAP financial measure. Appendix A to this Proxy Statement contains a full reconciliation of GAAP EPS to Adjusted EPS.
       
Total Shareholder Return Vs Peer Group    
CAP* versus Total Shareholder Return
The graph below represents the relationship between CAP to our CEO, the average CAP to our Non-CEO NEOs and Total Shareholder Return (“TSR”) for NiSource and the Dow Jones U.S. Utilities Index.
*CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
       
Tabular List, Table    
COMPANY SELECTED PERFORMANCE MEASURES
The following were the three most important performance measures as determined by the Company that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year. Adjusted EPS and RTSR are the only two financial measures used as part of the Company’s compensation programs and to link compensation actually paid and Company performance. Safety is the most important non-financial measure used to link compensation actually paid to Company performance.
Company Selected Performance Measures
Adjusted EPS
RTSR
Safety
       
Total Shareholder Return Amount     $ 216 185 129 128 125
Peer Group Total Shareholder Return Amount     $ 159 $ 137 $ 111 $ 119 $ 117
Company Selected Measure Amount | $ / shares     1.9 1.75 1.6 1.47 1.37
PEO Name Joseph Hamrock Lloyd Yates Lloyd Yates Lloyd Yates Lloyd Yates   Joseph Hamrock
Pension Benefits Adjustments, Footnote    
CEO and Other NEOs Pension Adjustment to CAP Reconciliation
Year
Plan
Service Cost
Prior Service Cost
Total Average Pension
Benefit Adjustment (Service
Cost ÷ by number of Other
NEOs in applicable year)
2025
Pension Plan
$0
$0
$0
 
Pension Restoration Plan
$0
$0
$0
 
Total
$0
$0
$0
       
Equity Awards Adjustments, Footnote    
CEO Equity Adjustment to CAP Reconciliation
Year
Covered Year-
End Fair Value
of Equity Awards
Granted During
Covered Year
That Remained
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Change in Fair
Value as of
Last Day of
Covered Year
(as compared
to Last Day of
Prior Year) of
Equity Awards
Granted Prior
to Covered
Year and
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Vesting Date
Fair Value of
Equity Awards
Granted During
Covered Year
that Vested During
Covered Year
($)
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Equity Awards
Granted Prior
to Covered
Year that
Vested During
Covered Year
($)
Fair Value as
of Last Day of
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Covered Year
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included as of
Last Day of
Covered Year
($)
Total - Inclusion
of Equity Values
($)
2025
$14,535,760
$7,020,374
$0
$1,044,781
$0
$0
$22,600,915
Other NEOs Equity Adjustment to CAP Reconciliation
Year
Average
Covered Year-
End Fair Value
of Equity Awards
Granted During
Covered Year
That Remained
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Average
Change in Fair
Value as of
Last Day of
Covered Year
(as compared
to Last Day of
Prior Year) of
Equity Awards
Granted Prior
to Covered
Year and
Outstanding
and Unvested
as of Last Day
of Covered Year
($)
Average
Vesting Date
Fair Value of
Equity Awards
Granted During
Covered Year
that Vested During
Covered Year
($)
Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Equity Awards
Granted Prior
to Covered
Year that
Vested During
Covered Year
($)
Average
Fair Value as
of Last Day of
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Covered Year
($)
Average Value
of Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included as of
Last Day of
Covered Year
($)
Total - Average
Inclusion of
Equity Values
($)
2025
$3,046,028
$1,477,419
$0
$152,424
$0
$0
$4,675,871
Fair values reported in this table are computed in accordance with FASB ASC Topic 718.
       
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest     $ 1,013,000,000 $ 845,000,000 $ 674,000,000 $ 792,000,000 $ 589,000,000
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EPS        
Non-GAAP Measure Description    
(8)
Adjusted EPS is a non-GAAP financial measure. Appendix A to this Proxy Statement contains a full reconciliation of GAAP EPS to Adjusted EPS.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     RTSR        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Safety        
Lloyd Yates [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 13,197,800 12,784,970 9,216,680 7,113,506 0
PEO Actually Paid Compensation Amount     26,178,851 34,023,789 9,913,336 6,720,202 0
Joseph Hamrock [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     0 0 0 1,352,993 9,535,782
PEO Actually Paid Compensation Amount     0 $ 0 $ 0 $ (3,953,194) $ 13,795,347
PEO | Lloyd Yates [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Adjustments Prior Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (9,619,864)        
PEO | Lloyd Yates [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     22,600,915        
PEO | Lloyd Yates [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     14,535,760        
PEO | Lloyd Yates [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     7,020,374        
PEO | Lloyd Yates [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,044,781        
PEO | Lloyd Yates [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Plan Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Plan Prior Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Plan Total Average Pension Benefit Adjustment [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Restoration Plan Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Restoration Plan Prior Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Lloyd Yates [Member] | Pension Restoration Plan Total Average Pension Benefit Adjustment [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Adjustments Prior Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,165,412)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,675,871        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,046,028        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,477,419        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     152,424        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Plan Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Plan Prior Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Plan Total Average Pension Benefit Adjustment [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Restoration Plan Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Restoration Plan Prior Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Pension Restoration Plan Total Average Pension Benefit Adjustment [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0