01—Abstract
Summary
Summary of the 8-K filed January 26, 2024. Cited figures are marked; the original filing is the authoritative source.
On January 25, 2024, the independent members of NiSource Inc.'s Board, acting on the recommendation of the Compensation and Human Capital Committee, approved a total target direct compensation amount of $10.645 milliona for Lloyd Yates, President and Chief Executive Officer.
The package raises his salary from $1.05 million to $1.15 millionb, increases his target short-term incentive opportunity from 115% to 130%, and increases his target long-term incentive opportunity from $5.0 million to $8.0 million. The filing states that the short-term incentive and a portion of the long-term incentive are subject to performance criteria, including financial, operational excellence, safety and other metrics. The Committee cited Mr. Yates's transformative leadership since his appointment and alignment with the market for the company's peer group.
Separately, on January 24, 2024, the Committee granted Shawn Anderson, Executive Vice President and Chief Financial Officer, a one-time award valued at $2 millionc on the grant date, consisting of 79,428 restricted stock units. The filing states that the award vests 33% on January 24, 2025, 33% on January 24, 2026 and 34% on January 24, 2027, and also vests in connection with certain separations from service. The filing attaches forms of award agreements for the CEO's long-term incentive awards (Exhibits 10.1 and 10.2) and for Mr. Anderson's restricted stock unit award (Exhibit 10.3).
02—Key points
Key Highlights
- CEO Lloyd Yates's total target direct compensation was set at $10.645 million, per the filing.
- Base salary for the President and CEO increases from $1.05 million to $1.15 million.
- Target short-term incentive opportunity for the CEO increases from 115% to 130%.
- Target long-term incentive opportunity for the CEO increases from $5.0 million to $8.0 million.
- Part of the CEO's short-term and long-term incentives is tied to performance criteria, including financial, operational excellence and safety metrics.
- CFO Shawn Anderson received a one-time award valued at $2 million, consisting of 79,428 restricted stock units.
- Anderson's award vests 33% on January 24, 2025, 33% on January 24, 2026 and 34% on January 24, 2027.
03—Questions
Frequently Asked Questions
What is the new total target direct compensation for NiSource's CEO?
The independent Board members approved a total target direct compensation amount of $10.645 million for Lloyd Yates, President and Chief Executive Officer, on January 25, 2024.
What changed in the CEO's pay package?
His salary rises from $1.05 million to $1.15 million, his target short-term incentive opportunity rises from 115% to 130%, and his target long-term incentive opportunity rises from $5.0 million to $8.0 million.
Why did the Committee increase the CEO's compensation?
The filing says the Committee provided the increase in recognition of Mr. Yates's outstanding transformative leadership since his appointment as President and Chief Executive Officer, and to better align his pay with the market for the company's peer group.
Is all of the CEO's incentive pay guaranteed?
No. The filing states that the short-term incentive opportunity and a portion of the long-term incentive opportunity are subject to performance criteria, including financial, operational excellence, safety and other metrics.
What equity award did the CFO receive, and when does it vest?
On January 24, 2024, the Committee granted Shawn Anderson, Executive Vice President and Chief Financial Officer, a one-time award valued at $2 million on the grant date, consisting of 79,428 restricted stock units. The award vests 33% on January 24, 2025, 33% on January 24, 2026 and 34% on January 24, 2027, and also vests in connection with certain separations from service.
04—Continue