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 governance experience; NiSource's 3-year total return of +91.8% outperforms the company-disclosed peer group median of +50.9% by +40.9 percentage points, well below the 65-point threshold needed to trigger an against vote; attendance and independence requirements are met.
Director since 2022 with deep cybersecurity and audit expertise; joined within the last four years and the TSR trigger does not apply given NiSource's strong outperformance of the peer median; all other policy screens pass.
Director since 2018 with extensive utility industry and accounting expertise; NiSource's 3-year TSR outperforms the peer median by +40.9 percentage points, well short of the 65-point trigger threshold; attendance, independence, and committee composition requirements are met.
Director since 2017 with strong operational and infrastructure experience from Union Pacific; NiSource's 3-year TSR substantially outperforms the peer median and no other policy flags are triggered.
Director since 2015 with broad consumer, digital, and governance experience; NiSource's strong 3-year TSR record relative to its disclosed peers means the TSR trigger does not fire, and all other policy screens are satisfied.
Director since 2019 with deep safety and regulatory expertise; the TSR trigger does not apply given NiSource's outperformance of the peer median, and attendance and independence requirements are fully met.
Director since 2008 with extensive regulated utility CEO and CFO experience; despite the longest tenure on the board, NiSource's 3-year TSR of +91.8% outperforms the peer median by only +40.9 percentage points, which is well below the 65-point threshold needed to trigger a vote against even long-tenured directors.
Director since 2022 with three decades of utility CEO experience; joined fewer than four years ago, the TSR trigger does not fire given peer outperformance, and the board's decision to re-nominate him past age 72 is disclosed with a specific rationale tied to recent commercial transactions.
Board Chair since 2015 with significant regulated-industry CEO experience; NiSource's 3-year TSR of +91.8% outperforms the peer median by +40.9 percentage points, below the 65-point trigger threshold, and all independence and attendance requirements are met.
Director since 2022 and a certified public accountant serving as an audit committee financial expert; the TSR trigger does not apply given strong peer outperformance, and all other policy screens are satisfied.
Director since 2024 and therefore exempt from the TSR trigger under the 24-month new-director exemption; brings relevant utility CEO experience from Consolidated Edison and all other policy screens pass.
President and CEO serving as director since 2020; NiSource's 3-year TSR of +91.8% outperforms the company-disclosed peer median of +50.9% by +40.9 percentage points, which is below the 65-point threshold required to trigger an against vote under the strong-positive TSR tier, so no TSR flag arises even for this executive director.
All twelve director nominees receive a FOR vote. NiSource's 3-year total shareholder return of +91.8% outperforms the company-disclosed peer group median of +50.9% by +40.9 percentage points — comfortably below the 65-point underperformance threshold that would trigger against votes under the strong-positive TSR tier. No overboarding, attendance, independence, or committee composition concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Lloyd Yates
Total Comp
$13,197,800
Prior Support
97%%
CEO Lloyd Yates received total compensation of approximately $13.2 million in 2025, which is within a reasonable range for the CEO of a large-cap regulated utility with a $22 billion market capitalization. The pay program is well-structured: roughly 87% of the CEO's total target pay is variable and performance-contingent, split between performance stock awards tied to multi-year earnings, relative total shareholder return, safety, and sustainability goals, and an annual cash bonus tied to financial and operational results; fixed salary represents only about 10% of total target compensation, well below the 40% threshold that would flag a concern. NiSource received 97% shareholder support on Say on Pay in 2025 and the 3-year TSR of +91.8% strongly outperforms the peer group median, confirming that above-benchmark incentive payouts — such as the 146% STI scorecard result and 190% payout on the 2023–2025 performance stock awards — are justified by actual shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,214,600
Non-Audit Fees
$461,515
Non-audit fees (audit-related fees of $45,000, tax compliance fees of $410,375, and other fees of $6,140, totaling approximately $461,515) represent about 6.4% of audit fees of $7,214,600, well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a company of NiSource's size; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; and no material restatements are indicated.
Overall Assessment
NiSource's 2026 annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. All three receive FOR votes — the board is well-composed with no TSR, overboarding, or independence concerns, the pay program is heavily performance-linked and supported by strong shareholder returns, and Deloitte's non-audit fee ratio is comfortably within acceptable limits.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing