Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On March 14, 2023, the Board of Directors (the "Board") of NiSource Inc. (the
"Company") approved the appointment of Shawn Anderson to Executive Vice
President and Chief Financial Officer ("CFO") at which time, Donald Brown the
then-serving CFO, was appointed as the Company's Executive Vice President and
Chief Innovation Officer, in each case effective March 27, 2023. Also on
March 14, 2023, the Board approved the appointment of Melody Birmingham as
Executive Vice President and President NiSource Utilities, effective March 27,
2023.
Mr. Anderson, age 41, most recently served as the Company's Senior Vice
President, Strategy and Chief Risk Officer since May 24, 2022. Prior to this
role, Mr. Anderson served as the Company's Vice President, Strategy from January
2019 to May 2020 and the Company's Treasurer and Chief Risk Officer from June
2016 to December 2018.
In connection with his appointment as the Company's CFO, Mr. Anderson will
receive an annual base salary of $550,000, and his annual incentive award under
the Company's short-term cash-based incentive program will have a target payout
of 75% of his annual base salary. Mr. Anderson will also receive an additional
incremental grant under the Company's long-term incentive program with a grant
date fair value of $425,000. This grant will be awarded as a combination of
service-based restricted stock units (20%) and performance-based share units
(80%), each vesting during the first quarter of 2026, unless otherwise
determined by the Compensation and Human Capital Committee of the Board. Vesting
of the performance-based share units is contingent on satisfaction of
pre-determined performance criteria.
Ms. Birmingham, age 51, most recently served as the Company's Executive Vice
President, Chief Innovation Officer since July 1, 2022. Prior to this role,
Ms. Birmingham was the Senior Vice President and Chief Administrative Officer at
Duke Energy Corporation, a utility company ("Duke Energy"), since May 2021,
where she was responsible for information technology, enterprise security,
administrative services, and the supply chain
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organization. Prior to that, she served as SVP and Chief Procurement Officer at
Duke Energy from December 2018 until May 2021. From June 2015 until December
2018, she served as State President of Duke Energy's Indiana operations with
responsibilities for the state utilities' financial performances and customer
experiences, in addition to rates and regulatory strategy, government affairs,
community relations and economic development. Prior to that position,
Ms. Birmingham served as Senior Vice President of Midwest Delivery Operations
for Duke Energy. Ms. Birmingham is also a board member of 1st Source Corporation
and 1st Source Bank.
Ms. Birmingham remains subject to the same compensation arrangements and other
agreements previously entered into in connection with her employment by the
Company and as disclosed in the Company's Current Report on Form 8-K dated
May 25, 2022.
Mr. Anderson and Ms. Birmingham are entitled to participate in the Company's
benefit plans and the executive severance policy. In addition, Mr. Anderson and
Ms. Birmingham are subject to a change in control and termination agreement with
the Company that provides for a lump sum payment equal to two times his or her
annual base salary and target incentive bonus compensation and 130% of COBRA
continuation premiums due for the two-year period following termination. The
executive severance policy and the form of the change in control and termination
agreement were previously filed as Exhibits 10.47 and 10.23, respectively, to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2022, and these benefits are described in the Company's definitive proxy
statement, dated April 19, 2022.
Neither Mr. Anderson nor Ms. Birmingham has any direct or indirect material
interest in any transaction or proposed transaction involving the Company
required to be reported under Item 404(a) of Regulation S-K. There are no
arrangements or understandings pursuant to which he or she was selected as an
officer of the Company, and there are no family relationships requiring
disclosure under Item 401(d) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 14, 2023, the Board approved the appointment of Michael Luhrs as
Executive Vice President, Strategy and Risk, Chief Commercial Officer of the
Company, effective March 27, 2023.
On March 15, 2023, the Company issued a press release announcing the
appointments of Messrs. Anderson, Brown, and Luhrs and Ms. Birmingham. A copy of
that press release is furnished as an exhibit to this report. The information
furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 NiSource Inc. Press Release dated March 15, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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