01—Abstract
Summary
Summary of the 8-K filed March 19, 2024. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. reported on its Form 8-K filed March 19, 2024 that director Aristides S.
Candris retired from the Board effective March 19, 2024, with no disagreement with the Company on operations, policies or practices. The same day, the Board appointed John McAvoy as a director effective immediately. Mr. McAvoy, 63, most recently served as President and Chief Executive Officer of Consolidated Edison, Inc. and Chief Executive Officer of Consolidated Edison Company of New York, Inc. from December 2013 through December 28, 2020, and retired from the ConEdison board in May 2023 after forty-three years with that company.
He was also named to the Compensation and Human Capital Committee and the Safety, Operations, Regulatory and Policy Committee, and will stand for election at the 2024 Annual Meeting of Stockholders. For compensation, Mr. McAvoy will receive the standard non-employee director annualized retainer of $275,000,a consisting of $110,000 in cash and restricted stock units valued at $165,000 at the time of award. The form of the restricted stock unit award agreement was previously filed as Exhibit 10.20 to the Company's 2023 Form 10-K.
The filing is primarily a board-composition change with no financial results, guidance or transaction disclosures. The accompanying press release (Exhibit 99.1) describes Mr. Candris as a director since 2012 and highlights NiSource's 2022 API Recommended Practice 1173 Safety Management System certification, which the Board chair cited as part of Mr. Candris's commitment to safety. The company describes itself as serving approximately 3.3 million natural gas customers and 500,000 electric customers across six states through its Columbia Gas and NIPSCO brands.
02—Key points
Key Highlights
- Aristides S. Candris retired from the Board effective March 19, 2024, with no disagreement with the Company on operations, policies or practices.
- John McAvoy was appointed to the Board effective immediately on March 19, 2024, and will stand for election at the 2024 Annual Meeting of Stockholders.
- Mr. McAvoy was appointed to the Compensation and Human Capital Committee and the Safety, Operations, Regulatory and Policy Committee.
- Mr. McAvoy previously served as President and CEO of Consolidated Edison, Inc. and CEO of Consolidated Edison Company of New York, Inc. from December 2013 through December 28, 2020.
- Mr. McAvoy will receive an annualized non-employee director retainer of $275,000, comprising $110,000 in cash and restricted stock units valued at $165,000.
- Mr. Candris had served as a director since 2012, per the accompanying press release, which cites NiSource's 2022 API RP 1173 Safety Management System certification.
- The filing reports no financial results, guidance or transactions beyond the board change and standard director compensation.
03—Questions
Frequently Asked Questions
Why did Aristides S. Candris leave the NiSource Board?
He notified the Board on March 18, 2024 of his decision to retire, effective March 19, 2024. The filing states that the decision was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
Who is John McAvoy and what is his background?
Mr. McAvoy, 63, most recently served as President and CEO of Consolidated Edison, Inc. and CEO of Consolidated Edison Company of New York, Inc. from December 2013 through December 28, 2020. He retired from the ConEdison board in May 2023 after forty-three years with ConEdison, including serving as Chairman of the Board from May 2014 to December 2020.
What committees will Mr. McAvoy serve on?
The Board appointed him to the Compensation and Human Capital Committee and the Safety, Operations, Regulatory and Policy Committee.
How will Mr. McAvoy be compensated as a director?
He will receive the standard non-employee director annualized retainer of $275,000, consisting of $110,000 in cash and restricted stock units valued at $165,000 at the time of award. The form of the RSU award agreement was previously filed as Exhibit 10.20 to the 2023 Form 10-K.
Does the filing disclose any financial results or transactions?
No. The filing covers only the board change and director compensation. It states that Mr. McAvoy has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue