DEF 14A of Nisource Inc., Mar 31, 2025

DEF 14A of Nisource Inc.

Filed Mar 31, 2025 · FY20240001140361-25-011195

Open on EDGAR

  1. Nominee Demographics, Skills and Biographies

    Nominee Demographics, Skills and Biographies Our director nominees are diverse and possess the necessary breadth and depth of skills and experience to oversee our business operations and long-term strategy. The following tables and biographies identify the balance of experience, skills and qualifications that the director nominees bring to the Board. The fact that a particular skill or qualification is not designated as to one or more nominees does not mean that those nominees do not also possess the specific experience and qualification. * Percentages shown in this table represent the portion of the Board with the indicated skill or experience. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

  2. Nominee Demographics, Skills and Biographies

    | PETER A. ALTABEF | | | Age: 65 Director Since: 2017 Standing Board Committees: ■ Finance Committee ■ Nominating and Governance Committee | Executive Experience: Mr. Altabef currently serves as Chair and CEO of Unisys Corporation, a global information technology company, a position he has held since January 2015 (becoming Chair in April 2018) and will cease being the CEO effective April 1, 2025, but will remain the Chair. Mr. Altabef also served as President from January 2015 through March 2020 and from November 2021 to May 2022. Prior to his current role, he served as president and CEO of MICROS Systems, Inc., a provider of integrated software and hardware solutions to the hospitality and retail industries, from 2013 to 2014, when it was acquired by Oracle Corporation. Before that, he served as president and CEO of Perot Systems Corporation from 2004 to 2009, when it was acquired by Dell Inc. Following that transaction, Mr. Altabef served as president of Dell Services, the information technology services and business process solutions unit of Dell Inc., until his departure in 2011. Outside Board and Other Experience: Mr. Altabef is Chair of the board of directors of Unisys Corporation. He is also a member of the President’s National Security Telecommunications Advisory Committee (NSTAC), a trustee of the Committee for Economic Development (CED), a member of the advisory board of Merit Energy Company, LLC and of the board of directors of Petrus Trust Company, LTA. He has previously served as a senior advisor to 2M Companies, Inc., in 2012, and as a director of MICROS Systems, Perot Systems Corporation and Belo Corporation. He is also active in community service activities, having served on the boards and committees of several cultural, medical, educational and charitable organizations and events. Skills and Qualifications: Mr. Altabef has experience leading large organizations as CEO and a strong background in strategic planning, financial reporting, risk management, business operations and corporate governance. He also has more than 25 years of senior leadership experience at some of the world’s leading information technology companies. As a result, he has a deep understanding of the cybersecurity issues facing businesses today. His overall leadership experience and his cybersecurity background provide the Board with valuable perspective and insight into significant issues that we face. |

  3. Nominee Demographics, Skills and Biographies

    | SONDRA L. BARBOUR | | | Age: 62 Director Since: 2022 Standing Board Committees: ■ Audit Committee ■ Nominating and Governance Committee | Executive Experience: Ms. Barbour retired as Executive Vice President, Information Systems and Global Solutions, of Lockheed Martin Corporation (“Lockheed Martin”) in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, Ms. Barbour served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed Martin’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role, Ms. Barbour served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Outside Board and Other Experience: Ms. Barbour serves as a director of AGCO Corporation, where she chairs the Audit Committee, and is also a member of the Finance, Talent & Compensation and Executive Committees. Ms. Barbour is the Chair of Temple University’s Fox School of Business Management Information Systems Advisory Board. Ms. Barbour previously served as a director for each of 3M Company and Perspecta Inc. Skills and Qualifications: Ms. Barbour’s significant experience with information technology systems and cybersecurity is valuable in helping steer our development of technology and management of cyber risks. Ms. Barbour brings 30 years of leadership experience at Lockheed Martin where she oversaw complex information technology systems of a 110,000+ employee business. She brings significant risk management knowledge related to technology and supply chain oversight, which are of key importance to our success. Ms. Barbour also enhances the Board’s public company experience in the areas of internal controls, accounting, audit, risk management and cybersecurity. |

  4. Nominee Demographics, Skills and Biographies

    | THEODORE H. BUNTING, JR. | | | Age: 66 Director Since: 2018 Standing Board Committees: ■ Audit Committee (Chair) ■ Compensation and Human Capital Committee ■ Executive Committee | Executive Experience: Mr. Bunting most recently served as group president, utility operations, at Entergy Corporation (“Entergy”), an integrated energy company, from 2012 until his retirement in 2017. Before that, he was senior vice president and chief accounting officer at Entergy from 2007 to 2012 and chief financial officer (“CFO”) of several subsidiaries from 2000 to 2007. He held other management positions of increasing responsibility in accounting and operations at Entergy since joining the company in 1983. Outside Board and Other Experience: Mr. Bunting has been a director of Unum Group since 2013 and is currently chair of its Audit Committee and a member of its Regulatory Compliance Committee. Mr. Bunting has been a director of the Hanover Group since 2020 and is a member of the Audit Committee. Mr. Bunting previously served as a director of IEA from 2021 until October 2022 and as a member of the Nominating & Governance and Compensation Committees. He previously served as a director of Imation Corp., a global data storage and information security company. He also serves on the board of Foundation for the Mid South and previously served on the board of Hendrix College. Skills and Qualifications: Mr. Bunting’s utility industry knowledge, including his experience in customer service, safety and regulatory relations, are valuable to us as we continue to execute on our robust long-term utility infrastructure investment plans. He also brings additional public company experience in the areas of strategic finance, accounting, auditing, and capital and risk management to the Board. He is a certified public accountant. |

  5. Nominee Demographics, Skills and Biographies

    | ERIC L. BUTLER | | | Age: 64 Director Since: 2017 Standing Board Committees: ■ Compensation and Human Capital Committee (Chair) ■ Audit Committee ■ Executive Committee | Executive Experience: Mr. Butler currently is President and CEO of Aswani-Butler Investment Associates, a private equity investment firm. Previously he served in a number of executive leadership roles at Union Pacific Corporation (“Union Pacific”), a transportation company located in Omaha, Nebraska, until his retirement in February 2018. He began his career at Union Pacific in 1986 and held leadership roles in finance, accounting, marketing and sales, supply, operations research and planning and human resources. He was Vice President of Financial Planning and Analysis from 1997 to 2000, Vice President of Purchasing and Supply Chain from 2000 to 2003, Vice President and General Manager of the Automotive Business from 2003 to 2005 and Vice President and General Manager of the Industrial Products Business from 2005 to 2012. He was Executive Vice President of Marketing and Sales and Chief Commercial Officer and ran the worldwide Commercial business from 2012 to 2017. He served as Executive Vice President, Chief Administrative Officer and Corporate Secretary from 2017 until his retirement. Outside Board and Other Experience: Mr. Butler was appointed to the Federal Reserve Bank of Kansas City’s Omaha Branch Board in 2015 and in 2018 was elected chair. His term on the Federal Reserve board ended in December 2020. He currently serves on the board of the Omaha Airport Authority, which he joined in 2007, and the Eastman Chemical Company Board, which he joined in 2022, and the West Fraser Timber Co. Ltd, which he joined in 2023. Skills and Qualifications: Mr. Butler developed and led strategic and financial planning, marketing, sales, commercial, and supply, procurement and purchasing for one of the largest transportation companies in the world, Union Pacific. He most recently led the corporate governance, human resources, labor relations and administration functions at Union Pacific. His knowledge of the railroad transportation industry and the challenges in maintaining top-tier safety, customer service and risk management standards while providing an important part of the nation’s infrastructure provides him with unique skills and insights that are valuable to the Board. In addition, he has experience in the purchase of fuel and energy materials and equipment. As a result, Mr. Butler has an understanding of the aging infrastructure, safety, organizational and regulatory issues facing utilities today and provides a viewpoint from an industry that is similarly positioned. His overall leadership experience and his regulated public company background provides the Board with another perspective on significant issues that we face. |

  6. Nominee Demographics, Skills and Biographies

    | DEBORAH A. HENRETTA | | | Age: 63 Director Since: 2015 Standing Board Committees: ■ Nominating and Governance Committee (Chair) ■ Compensation and Human Capital Committee ■ Executive Committee | Executive Experience: Ms. Henretta currently is a partner at Council Advisors company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company. She retired from Procter & Gamble (“P&G”) in 2015, where she served as Group President of Global e-Business. Prior to her appointment as Group President of Global e-Business, she held various senior positions throughout several P&G sectors, including as Group President of Global Beauty from 2012 to 2015 and as Group President of P&G Asia from 2007 to 2012. Prior to her appointment as Group President of P&G Asia, she was President of P&G’s business in ASEAN, Australia and India from 2005 to 2007. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019, a director at Meritage Homes since 2017 and a director at Corning Incorporated since 2013. Ms. Henretta previously served as a director of Staples, Inc. from June 2016 until September 2017. Additionally, she serves on the board of trustees for Syracuse University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including profit and loss responsibility for multi-billion-dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her previous partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education. |

  7. Nominee Demographics, Skills and Biographies

    | DEBORAH A. P. HERSMAN | | | Age: 54 Director Since: 2019 Standing Board Committees: ■ Safety, Operations, Regulatory and Policy Committee ■ Finance Committee | Executive Experience: From November 2024 to December 2024, Ms. Hersman served as Special Assistant to Senator Thomas Carper. Ms. Hersman served as Chief Safety Officer and advisor at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: From 2004 to 2014, Ms. Hersman served as a board member and from 2009-2014 as chair of the National Transportation Safety Board (the “NTSB”). Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. On June 29, 2023, she was appointed to the Board of One Gas (NYSE: OGS). She previously served on the Board of Velodyne (NASDAQ: VLDR). Skills and Qualifications: Ms. Hersman is a seasoned executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety leader driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman’s extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our customers and stakeholders. |

  8. Nominee Demographics, Skills and Biographies

    | MICHAEL E. JESANIS | | | Age: 68 Director Since: 2008 Standing Board Committees: ■ Finance Committee (Chair) ■ Safety, Operations, Regulatory and Policy Committee ■ Executive Committee | Executive Experience: Mr. Jesanis co-founded and was from 2013 to 2021 Managing Director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was President and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an Executive Director. Prior to that position, Mr. Jesanis was COO and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. Skills and Qualifications: By virtue of his former positions as President and CEO, COO and, prior thereto CFO, of a major electric and gas utility holding company as well as his role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the audit committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has expertise with board governance issues. |

  9. Nominee Demographics, Skills and Biographies

    | WILLIAM D. JOHNSON | | | Age: 71 Director Since: 2022 Standing Board Committees: ■ Nominating and Governance Committee ■ Safety, Operations, Regulatory and Policy Committee (Chair) ■ Executive Committee | Executive Experience: Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as President and Chief Operating Officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery from 2004 to 2005, President and Chief Executive Officer from 2002 to 2003, and Executive Vice President and General Counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson previously served on the boards of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board. |

  10. Nominee Demographics, Skills and Biographies

    | KEVIN T. KABAT | | | Age: 68 Director Since: 2015 Chair of the Board Standing Board Committees: ■ Nominating and Governance Committee ■ Executive Committee (Chair) | Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as Vice Chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s President from June 2006 to September 2012 and as Executive Vice President from December 2003 to June 2006. Additionally, he was previously President and CEO of Fifth Third Bank (Michigan). Prior to that position, he was Vice Chair and President of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board. Mr. Kabat has been a director of Crown Castle Inc. since August 1, 2023. He previously served as a chair of the board of AltiGlobal Inc. from January 2023 to August 2023. He also previously served as the lead independent director of E*TRADE Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies. |

  11. Nominee Demographics, Skills and Biographies

    | CASSANDRA S. LEE | | | Age: 56 Director Since: 2022 Standing Board Committees: ■ Audit Committee ■ Finance Committee | Executive Experience: Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as Senior Vice President and CFO for AT&T Inc. (“AT&T”) Mobility and Consumer Wireline Segments, a position she has held since 2024. Ms. Lee joined AT&T in 1993 and has served in various leadership capacities, including Chief Audit Executive from 2021 to 2024 and Senior Vice President and Chief Financial Officer, AT&T Network, Technology and Capital Management from 2018 to 2021. Outside Board and Other Experience: Ms. Lee currently serves on the Board of Directors of Andretti Acquisition Corp. II and on the Board of Trustees for the National Urban League. Ms. Lee previously served as a director of Andretti Acquisition Corp. Skills and Qualifications: In more than three decades with AT&T, Ms. Lee has acquired a wealth of expertise in various areas including retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Her vast and multifaceted experience in the telecommunication industry translates well in her service on the Board. Ms. Lee also has significant public company financial oversight and leadership experience that strengthens the Board’s depth of financial acumen. Ms. Lee is a certified public accountant and veteran of the United States Army. |

  12. Nominee Demographics, Skills and Biographies

    | JOHN MCAVOY | | | Age: 64 Director Since: 2024 Standing Board Committees: ■ Compensation and Human Capital Committee ■ Safety, Operations, Regulatory and Policy Committee | Executive Experience: Mr. McAvoy most recently served as President and Chief Executive Officer of Consolidated Edison, Inc. (“ConEdison”) and Chief Executive Officer of Consolidated Edison Company of New York, Inc. (“ConEdison of New York”) from December 2013 through December 28, 2020. He continued to serve as director of ConEdison until his retirement in May 2023 after forty-three years of experience with ConEdison, including serving as Non-executive Chairman of the Board of ConEdison and the Board of ConEdison of New York from January 2021 until December 2021 as well as Chairman of the Board of ConEdison and ConEdison of New York from May 2014 until December 2020. Prior to Mr. McAvoy’s service as President and Chief Executive Officer, he was President and Chief Executive Officer of Orange and Rockland Utilities, Inc., a subsidiary of ConEdison from January 2013 to December 2013. Prior to that, Mr. McAvoy was Senior Vice President of Central Operations for ConEdison of New York from February 2009 to December 2012. Outside Board and Other Experience: Mr. McAvoy was a Trustee of the Intrepid Sea, Air & Space Museum and of Manhattan College until December 2023 and October 2023 respectively. Until January 2021, Mr. McAvoy served as a Director or Trustee of the American Gas Association, the Edison Electric Institute, the Mayor’s Fund to Advance New York City, the Partnership for New York City, and the Electric Power Research Institute. Mr. McAvoy also served as Chairman of the Board of Directors of Orange & Rockland until December 2020, and as a Director of the New York State Energy Research and Development Authority until 2018 and the Business Council of New York State Inc. until 2016. Mr. McAvoy was also a member of the Electric Subsector Coordinating Council and Chairman of the Members Executive Committee for the Electricity Information Sharing and Analysis Center. Skills and Qualifications: Mr. McAvoy has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry. Mr. McAvoy’s experience from his leadership positions at a public company and within a public utility, and his service on other boards, is critical to support in the Board’s oversight of the management, financial, operations, and strategic planning activities and relationships with stakeholders. |

  13. Nominee Demographics, Skills and Biographies

    | LLOYD M. YATES | | | Age: 64 Director Since: 2020 President and CEO since 2022 Standing Board Committees: ■ None | Executive Experience: Mr. Yates has served as President and CEO of NiSource since February 2022. Mr. Yates retired in 2019 from Duke Energy, where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as Executive Vice President of Regulated Utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of Marsh & McLennan Companies. He previously served on the board of directors of American Water Works Company Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 40 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning. |

  14. N&G Committee

    The N&G Committee, with the assistance of the independent compensation consultant, annually reviews the amount and composition of non-employee director compensation. Please see the discussion under the heading “2024 Director Compensation” for a description of the compensation we provide to our non-employee directors. The N&G Committee also leads the processes set forth below. Director Selection Process. The N&G Committee identifies and screens candidates for director and makes its recommendations for director to the Board. At times the Board may establish an ad hoc search committee to assist the N&G Committee in this process. Additionally, the N&G Committee has the authority to retain a search firm to help it identify director candidates to the extent it deems necessary or appropriate. Any search firm that is engaged will include women and minority candidates in the pool from which the N&G Committee selects director candidates. In considering candidates for director, the N&G Committee considers the skills, expertise, experience and qualifications that will best complement the overall mix of skills and expertise of the Board in view of the strategy of, and the risks and opportunities that we face, as well as each candidate’s relevant business, academic and industry experience, professional background, age, current employment, community service, other board service and other factors. In addition, the N&G Committee takes into account the racial, ethnic and gender diversity of the Board and actively seeks minority and female candidates. The N&G Committee seeks to identify and recommend candidates with a reputation for, and record of, integrity and good business judgment who have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; are effective in working in complex collegial settings; are free from conflicts of interest that could interfere with a director’s duties to us and our stockholders; and are willing and able to make the necessary commitment of time and attention required for effective service on the Board, including limiting their service on other boards to a reasonable number. The N&G Committee also takes into account the candidate’s level of financial literacy. The N&G Committee monitors the mix of skills and experience of the directors in order to assess whether the Board has the necessary tools to perform its oversight function effectively. The N&G Committee also assesses the diversity of the Board as a part of its annual self-assessment process as described in more detail below. The N&G Committee will consider nominees for directors recommended by stockholders and will use the same criteria to evaluate candidates proposed by stockholders as it uses to evaluate the candidates identified by the Board. The Board has determined that all of the members of the N&G Committee are independent as defined under the applicable NYSE rules and our Corporate Governance Guidelines. For information on how to nominate a person for election as a director at the 2026 Annual Meeting, please see the discussion under the heading “Stockholder Proposals and Nominations for 2026 Annual Meeting.” Evaluation Processes. The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts (a) director and (b) board and committee annual performance evaluations that are intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively and to provide them with an opportunity to reflect upon and improve processes and effectiveness. The N&G Committee oversees these evaluation processes. Annually at its meeting in March, the N&G Committee initiates the board and committee self-evaluation process and approves the form of written evaluation questionnaires that are distributed to each director for completion. The written evaluation questionnaires are updated each year as necessary to reflect changes identified in the prior year, any committee charter changes and any suggestions from the directors. The questionnaires solicit feedback on Board composition, Board meeting mechanics, including information received, core responsibilities, relationship with management, committee functioning and other relevant matters. Annually at its meeting in October, the N&G Committee initiates the director peer evaluation process. As part of the director peer evaluations, the N&G Chair meets with each director individually to solicit feedback with respect to individual director performance and Board dynamics. Our Board utilizes the results of these evaluations in making decisions on Board agendas, Board structure, committee responsibilities and agendas, information presented to the Board, and continued service of individual directors on the Board. This information is then shared with the Board, and appropriate actions or changes are then identified. Director Education. At the Company’s expense, all directors are encouraged to periodically attend director continuing education programs offered by various organizations. The Company also maintains an orientation program that consists of written materials, oral presentations, and site visits. In addition to orientation, we maintain an internal director education program where corporate and industry information is disseminated through various mediums, including presentations and written materials, webinars and seminars and site visits. Retirement Age; No Term Limits. The Board periodically evaluates the performance and qualifications of individual directors in connection with the nomination process, including the appropriate time for retirement of directors. However, no director after having attained the age of 72 years will be nominated for re-election to the Board unless the Board determines that the nomination is in the best interests of the Company. In addition, although the N&G Committee will consider length of service in recommending candidates for re-election, the Board does not believe that adopting a set term limit for directors serves our interests. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into our operations and our strategic direction. The N&G Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as deemed necessary and in our best interests and the best interests of our stockholders . Director Compensation. This section describes compensation for our non-employee directors. To attract and retain highly qualified candidates to serve on the Board, we provide a combination of cash and equity awards. Our non-employee director compensation is reviewed annually by our N&G Committee with the assistance of Meridian Compensation Partners, LLC (“Meridian”), the C&HC Committee’s independent compensation consultant. A full-time employee who serves as a director does not receive any additional compensation for service on the Board. For 2024, each non-employee director received an annual retainer of $290,000, consisting of $116,000 in cash and an award of restricted stock units (“RSUs”) valued at $174,000 at the time of grant. The cash retainer is paid in arrears in four equal installments at the end of each calendar quarter.

  15. N&G Committee

    RSUs are awarded annually, and the number of RSUs is determined by dividing the value of the grant by the closing price of our common stock on the grant date. The RSUs granted at and after the 2020 annual meetings of stockholders were granted under the NiSource Inc. 2020 Omnibus Incentive Plan (“2020 Omnibus Plan”), while RSU awards granted prior to the 2020 annual meeting of stockholders were granted under the NiSource Inc. 2010 Omnibus Incentive Plan (“2010 Omnibus Plan”). Unless the non-employee director elects to defer receipt of his or her RSU awards, the RSUs are payable in shares of our common stock on the earlier to occur of: (a) the last day of the director’s annual term for which the RSUs are awarded; or (b) the date that the director separates from the Board due to a “Change-in-Control” (as defined in the 2020 Omnibus Plan or 2010 Omnibus Plan (the “Omnibus Plan”), as applicable); provided, however, that any director that commences service on the Board after the start of an annual term will vest on the first anniversary of the initial grant. The RSU awards also contain pro-rata vesting provisions for a separation from the Board due to retirement, death or disability. RSUs accrue dividends prior to settlement in shares of our common stock. If a non-employee director elects to defer receipt of his or her RSUs, then such deferred stock units will be paid in shares of our common stock upon the non-employee director’s separation from the Board or such other date selected by the non-employee director. Each non-employee director who serves as chair of a Board committee receives compensation for the additional responsibilities associated with such service. The 2024 committee chair fees were $20,000 for each of the standing committees. The Chair of the Board received additional annual compensation of $160,000 for his role. These fees are paid in cash in arrears in four equal installments and are prorated in the case of partial year service. All Other Compensation. The compensation included under the column “All Other Compensation” in the 2024 Director Compensation Table below consists of matching contributions made by the NiSource Charitable Foundation (the “Foundation”). Director Stock Ownership. The Board maintains stock ownership requirements for directors that are included in our Corporate Governance Guidelines. Within five years of becoming a non-employee director, each non-employee director is required to hold an amount of our stock with a value equal to five times the annual cash retainer paid to directors. Company stock that counts towards satisfaction of this requirement includes shares purchased on the open market, awards of restricted stock or RSUs, and shares beneficially owned in a trust or by a spouse or other immediate family member residing in the same household. All of the non-employee director nominees are in compliance with the stock ownership guidelines or are within the five-year transition period included in the Corporate Governance Guidelines. Each director has a significant portion of his or her compensation directly aligned with long-term shareholder value. Approximately sixty percent (60%) of a non-employee director’s 2024 annual retainer (valued as of the time of award and excluding committee retainers) consisted of RSUs, which are converted into common stock when vested and distributed to the director. 2024 DIRECTOR COMPENSATION The table below sets forth all compensation earned by or paid to our non-employee directors in 2024. Mr. Yates did not receive any additional compensation for his service on the Board. Mr. Yates’ compensation for serving as President and CEO during 2024 is discussed in the Executive Compensation section of this Proxy Statement.

  16. N&G Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Peter A. Altabef | $118,163 | $174,000 | $5,000 | $297,163 | | Sondra L. Barbour | $113,807 | $174,000 | | $287,807 | | Theodore H. Bunting, Jr. | $133,807 | $174,000 | | $307,807 | | Eric L. Butler | $133,807 | $174,000 | | $307,807 | | Aristides S. Candris | $44,867 | | $10,000 | $54,867 | | Deborah A. Henretta | $133,807 | $174,000 | | $307,807 | | Deborah A.P. Hersman | $113,807 | $174,000 | $6,500 | $294,307 | | Michael E. Jesanis | $129,452 | $174,000 | $11,000 | $314,452 | | William D. Johnson | $129,452 | $174,000 | $20,000 | $323,452 | | Kevin T. Kabat | $273,807 | $174,000 | | $447,807 | | Cassandra S. Lee | $113,807 | $174,000 | $12,500 | $300,307 | | John McAvoy | $89,855 | $174,000 | | $263,855 |

  17. N&G Committee

    | (2) The amounts shown reflect the grant date fair value of awards computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For RSUs, the grant date fair value is the number of shares multiplied by the closing price of our stock on the award date. On May 13, 2024, each non-employee director received an award of RSUs valued at $174,000, which was equal to approximately 6,042 RSUs valued at $28.80 per unit, the closing price of our common stock on that date. For information on the valuation assumptions used in these computations, see Note 17 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. |

  18. N&G Committee

    | (3) As of December 31, 2024, the number of equity awards (in the form of RSUs or deferred stock units) that were outstanding for each non-employee director was as follows: Mr. Altabef, 6,135.082; Ms. Barbour, 20,072.899, Mr. Bunting, 22,658.170; Mr. Butler, 6,135.082; Dr. Candris, 57,722.895; Ms. Henretta, 66,273.420; Ms. Hersman, 37,479.845; Mr. Jesanis, 6,135.082; Mr. Johnson, 19,332.257; Mr. Kabat, 6,135.082; Ms. Lee, 19,857.003; and Mr. McAvoy, 7,084.930. For Mr. Yates, the number of RSUs or deferred stock units he received while serving as a non-employee director which were outstanding as of December 31, 2024 was 14,822.946. |

  19. 2024 EXECUTIVE COMPENSATION PAY MIX SUMMARY

    2024 EXECUTIVE COMPENSATION PAY MIX SUMMARY For 2024, the C&HC Committee approved a mix of pay that balances short-term and long-term incentives and focuses the efforts of our NEOs on the achievement of both short-term business objectives and long-term strategic objectives. The majority of our NEOs’ total target direct compensation was in the form of equity awards to align the interests of our NEOs with those of our shareholders. The mix of key elements of compensation (expressed as a proportion of total compensation) awarded to our NEOs, including the CEO, reflects a significant portion of the total target direct compensation being at-risk, which is consistent with our pay for performance philosophy. For more information, see “Components of 2024 Executive Compensation”. The following chart shows the mix of 2024 total target direct compensation for our CEO, the 2024 average total target direct compensation for other NEOs, and the portion that is performance based and/or at-risk. The C&HC Committee approved annualized 2024 total target direct compensation and each component of total target direct compensation for the listed NEOs as reflected in the table below.

  20. 2024 EXECUTIVE COMPENSATION PAY MIX SUMMARY

    | NEO(1) | Base Salary as of 12/31/24 ($) | Annual Short- Term Incentive Target as % of Base Salary | Annual Short- Term Incentive Target as of 12/31/24 ($) | PSUs at Target ($) | RSUs ($) | Total Target Direct Compensation ($) | | Lloyd Yates | 1,150,000 | 130% | 1,495,000 | 6,400,000 | 1,600,000 | 10,645,000 | | Shawn Anderson(1) | 650,000 | 75% | 487,500 | 1,170,000 | 292,500 | 2,600,000 | | Melody Birmingham | 670,000 | 75% | 502,500 | 1,206,000 | 301,500 | 2,680,000 | | William Jefferson | 625,000 | 75% | 468,750 | 1,125,000 | 281,250 | 2,500,000 | | Michael Luhrs | 600,000 | 75% | 450,000 | 1,080,000 | 270,000 | 2,400,000 |

  21. 2024 Short-Term Incentive (STI) Program Design and Results

    2024 Short-Term Incentive (STI) Program Design and Results 2024 was an exceptional year for NiSource as we drove forward our mission of delivering safe, reliable energy to our customers and increased shareholder value. We achieved $1.75 adjusted EPS (non-GAAP) which reflects 9.4% growth from 2024, enhanced our safety performance results for three consecutive years, exceeded our top-level customer satisfaction goals, and had zero significant injuries or fatalities (“SIF”) or Pipeline and Hazardous Materials Safety Administration (“PHMSA”) reportable incidents due to operations or process failures.

  22. Plan Concept and Mechanics

    Plan Concept and Mechanics The following formula is used to calculate each NEO’s 2024 STI award. 2024 Individual Target STI %. The C&HC Committee sets the STI target percentage (expressed as a percentage of base salary) for each NEO except for Mr. Yates. For Mr. Yates, the C&HC Committee made a recommendation to the Board of Directors who approved the STI target percentage, which was set at 130% for 2024. The Pay Factors and peer group and market data are considered when setting the STI target percentage for each NEO. The C&HC Committee and Board, respectively, confirmed that the STI target percentage for the NEOs was reflective of peer group practice and was appropriately aligned with competitive market practice to help ensure retention of our executive talent. 2024 STI Performance Measures. In January 2024, the C&HC Committee approved the following performance measures for the 2024 STI program. The C&HC Committee chose these measures because they align with our commitment to deliver safe and reliable energy to our customers and drive shareholder value.

  23. 2024 STI Scorecard Performance Measures, Goals and Results

    2024 STI Scorecard Performance Measures, Goals and Results The STI pool is funded based on the formulaic incentive opportunity under the STI plan. At the end of the performance period, the result of each goal is calculated, and the sum of the weighted results creates the initial formulaic STI opportunity. In 2024, considering the exceptional performance by the Company, the C&HC Committee increased the STI pool funding in order to reward participants, including approximately $697,000 attributed to NEOs, above the initial formulaic incentive opportunity. The table below shows each performance measure, goals for each such measure, results and the percentage of target earned. Under the STI plan, the C&HC Committee retains discretion to adjust STI awards, either on a formulaic or discretionary basis.

  24. 2024 STI Scorecard Performance Measures, Goals and Results

    | | Goals | | | | | | | | Performance Measure | Threshold | Target | Stretch | Result(1) | Weight | Formulaic Result as % Target(1) | Weighted % Achievement | | Adjusted EPS | $1.69 | $1.72 | $1.75 | $1.75(2) | 70% | 200% | 140% | | Operational Excellence | 2 | 1 | 0 | 0 | 10% | 200% | 20% | | Safety | | | | | | | | | --DART | 0.6 | 0.57 | 0.51 | 0.59 | 5% | 67% | 3.33% | | --PVC | 1.53 | 1.46 | 1.31 | 1.35 | 5% | 173% | 8.67% | | Customer Satisfaction | 69.50% | 71.50% | 73.50% | 72.80% | 10% | 165% | 17% | | | | | | | | Overall STI Scorecard Result as % of Target | 189% |

  25. 2024 STI Scorecard Performance Measures, Goals and Results

    | (1) If actual results fall between two performance levels (for example, between target and stretch goals), the incentive opportunity is determined by interpolation where threshold is 50%, target is 100% and stretch is 200%. |

  26. 2024 STI Scorecard Performance Measures, Goals and Results

    | (2) Appendix A to this Proxy Statement contains a full reconciliation of GAAP earnings per share to Adjusted EPS. |

  27. 2024 STI Awards: Calculation of Individual NEO STI Awards

    2024 STI Awards: Calculation of Individual NEO STI Awards

  28. 2024 STI Awards: Calculation of Individual NEO STI Awards

    | | Target Annual Incentive Award | | | | | | NEO | 2024 STI Target % | Earnings Paid During Year | STI Scorecard Results | Individual Performance Modifier | Final Annual STI Award $ | | Lloyd Yates | 130 | $1,133,334 | 189% | 116% | $3,230,100 | | Shawn Anderson | 75 | $633,333 | 189% | 103% | $925,000 | | Melody Birmingham | 75 | $665,833 | 189% | 103% | $975,000 | | William Jefferson | 75 | $612,500 | 189% | 107% | $925,000 | | Michael Luhrs | 75 | $591,667 | 189% | 116% | $975,000 |

  29. 2024 STI Awards: Calculation of Individual NEO STI Awards

    For Mr. Yates, an increased performance modifier was applied to recognize his leadership in 2024, completing another strong year of building upon our track record of consistent execution and growth including 9.4% growth in Adjusted non-GAAP EPS over 2023 and total shareholder return of 43.5% which is second in the industry. For Mr. Luhrs, an increased performance modifier was applied to recognize his leadership during 2024, for his strong growth mindset and for his strong strategic and execution acumen. For Messrs. Anderson and Jefferson and for Ms. Birmingham, their modifier was awarded within the appropriate performance range.

  30. 2024 Long-Term Incentive (LTI) Program Design and Results

    2024 Long-Term Incentive (LTI) Program Design and Results The C&HC Committee reviewed the Pay Factors to establish LTI values for each NEO, other than Mr. Yates. For Mr. Yates, the C&HC Committee evaluated and made a recommendation to the Board of Directors who approved the LTI target value. The awarded values are included in the Summary Compensation Table.

  31. 2024 Long-Term Incentive (LTI) Program Design and Results

    | For 2024, the C&HC Committee approved the following mix of LTI awards granted to our NEOs based upon a review of our peer companies’ compensation practices, the importance of executive retention, the goal to align pay with performance and consideration of our compensation philosophy: | |

  32. 2024 Performance Share Units (“PSU”)

    2024 Performance Share Units (“PSU”) PSU Objectives. We designed key objectives for our 2024 PSU grants to:

  33. 2024 Performance Share Units (“PSU”)

    | ■ | Motivate NEOs to achieve critical long-term financial and relative total shareholder return goals (relative to peers) and achieve critical business imperatives related to operational excellence and safety, workforce and sustainability |

  34. 2024 Performance Share Units (“PSU”)

    | ■ | Align the interests of NEOs with shareholders |

  35. 2024 Performance Share Units (“PSU”)

    | ■ | Retain NEOs |

  36. 2024 Performance Share Units (“PSU”)

    | ■ | Provide market competitive performance based LTI opportunities (when aggregated with RSU grants, which are discussed below) |

  37. PSU Overview

    PSU Overview The PSU measures for our LTI program were designed to drive achievement of financial performance, total shareholder return, operational excellence, greenhouse gas emission reduction and employee engagement performance goals, as outlined in the table below, over a three-year performance period ending December 31, 2026. The C&HC Committee chose these measures because they align with our commitment to deliver safe and reliable energy to our customers and drive shareholder value.

  38. PSU Overview

    | Performance Measure | Description | | Financial: Three-Year Cumulative Adjusted EPS | Strong earnings are the foundation for long-term shareholder value creation and dividend growth. The target three-year cumulative Adjusted EPS performance goals are based upon our expected annual growth rate. For the definition and calculation of Adjusted EPS, see above under “2024 STI Performance Measures.” | | Financial: Three Year Relative Total Shareholder Return (RTSR) | This measure aligns the interests of our NEOs with those of our shareholders. RTSR is measured by ranking the Company’s total shareholder return over the 3-year period ending on December 31, 2026, relative to the total shareholder return of each company within a 32-company peer group. | | People and Culture: Employee Engagement Index Score | The Engagement Index Score is measured over the three-year performance period through an employee survey with a goal to create an enviable employee experience and continue to increase engagement results. | | Sustainability: Greenhouse Gas (GHG) Reduction | The Greenhouse Gas Emission Reduction goals relate to the level we are able to successfully reduce vented methane emissions from retiring coal units and reducing LDC fugitive and vented methane emissions. | | Operational Excellence and Safety: Annual Operational Index Scorecard - 3 Year Average | The Safety Index Scorecard measures the effectiveness of our strategy to proactively mitigate risk. These measures are recognized as top-tier industry risk-reduction programs. The 2025 goals include the following measures: (i) In Line Inspection (“ILI”) Miles, (ii) Pipe Installed, (iii) Leak Repair; (iv) System Average Interruption Frequency Index (“SAIFI”), (v) Electric Poles Inspected, and (vi) Cyber Behavior Accountability. The 2026 and 2027 goals will be determined by the C&HC Committee at the beginning of 2026 and 2027, respectively. |

  39. PSU Overview

    An NEO may earn up to 200% of his or her target PSUs, depending on the level of achieved performance. Alternatively, if threshold performance is not achieved with respect to a performance measure, then no PSUs will be vested for that measure. The number of PSUs earned and vested at the end of the three-year performance period will be settled in a like number of shares of our common stock. Annual PSUs granted in 2024 will vest after the end of the three-year performance period, as long as the NEO is continuously employed through the end of February 2027. Special vesting rules may apply and are described in the section entitled “2024 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The number of PSUs that vest at the end of the service period will be settled in a like number of shares of our common stock. If the Company declares a cash dividend or distribution on shares, dividend equivalent rights will be credited on each PSU and will be deemed to be reinvested in additional PSUs, which will be subject to the same terms regarding vesting and forfeiture as the underlying award. Any credited dividend equivalents are paid in cash at the time the underlying PSUs are settled. 2024 PSU Performance Measures. In January 2024, the C&HC Committee approved the following performance measures and goals for the 2024 PSU grants.

  40. 2024 PSU Performance Measures and Goals

    2024 PSU Performance Measures and Goals

  41. 2024 PSU Performance Measures and Goals

    | | | | Goals | | | Performance Measure | Weight | Threshold | Target | Stretch | | Three-Year Cumulative Adjusted EPS | 55% | $5.42 | $5.53 | $5.64 | | RTSR | 25% | 30th Percentile | 50th Percentile | 80th Percentile | | Operational Excellence and Safety | | | | | | Annual Operational Excellence and Safety Index Scorecard: 3 Year Average | 10% | See performance measures outlined in table above. | | | | Workforce and Sustainability | | | | | | Employee: Engagement Index Score | 5% | 80% | 82% | 84% | | Environmental: Greenhouse Gas Emission Reduction | 5% | Level we are able to successfully reduce vented methane emissions from retiring coal units and reduce LDC fugitive and vented methane emissions. | | |

  42. 2024 Restricted Stock Units (“RSU”)

    2024 Restricted Stock Units (“RSU”) RSUs reward long-term service, help to retain NEOs over a multi-year service period, and align the interests of our NEOs with those of our shareholders. Annual RSUs granted in 2024 will vest at the end of the three-year performance period, as long as the NEO is continuously employed through such date. Special vesting rules may apply and are described in the section entitled “2024 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The RSUs that vest at the end of the service period will be settled in a like number of shares of our common stock. If the Company declares a cash dividend or distribution on shares, the NEOs will be entitled to receive a cash payment equal to the amount of the cash dividend, subject to the same terms regarding vesting and forfeiture as the underlying award.

  43. Retention Award

    Retention Award Mr. Anderson was recognized for his exceptional performance and leadership in driving forward the execution of the NIPSCO minority interest transaction and was awarded an RSU grant under the Company’s long-term incentive program with a grant date fair value of $2,000,000 that vests 33% on January 24, 2025, 33% on January 24, 2026, and 34% on January 24, 2027, subject to his continued employment.

  44. Final Settlement of 2022-2024 PSU Awards

    Final Settlement of 2022-2024 PSU Awards In 2022, the C&HC Committee approved LTI awards to the NEOs in the form of PSUs. The NEOs earned PSUs at 190% of target. Formula Used to Determine 2024 LTI Results. The following formula was used to calculate LTI results. The table below illustrates the metrics, goals and respective performance results.

  45. Final Settlement of 2022-2024 PSU Awards

    | | | Goals | | | | | | | Measure | Threshold | Target | Stretch | Result(1) | Weight | Formulaic Result as % Target(1) | Weighted % Achievement | | Cumulative Adjusted EPS | $4.51 | $4.75 | $4.99 | $4.82 | 50% | 129% | 65% | | | | | | | | | + | | rTSR(1) (percentile) | 30th | 50th | 80th | 91st | 50% | 200% | 100% | | | | | | | | | x | | | | | | | | Modifiers(2) | 15% | | | | | | | | | = | | | | | | | | Final LTI Result as % of Target | 190% |

  46. Final Settlement of 2022-2024 PSU Awards

    | (1) For purposes of calculating RTSR achievement, the Company utilized a performance peer group consisting of the following 32 companies: Alliant Energy Corp, Ameren Corporation, American Electric Power Company, Inc., Atmos Energy Corporation, Avista Corporation, Black Hills Corporation, CenterPoint Energy, Inc., CMS Energy Corporation, |

  47. Final Settlement of 2022-2024 PSU Awards

    Consolidated Edison, Inc., Dominion Energy, DTE Energy Company, Inc, Duke Energy Corporation, Edison International, Entergy Corporation, Eversource Energy, FirstEnergy Corp., MDU Resources Group, Inc., New Jersey Resources Corporation, NextEra Energy, Inc., OGE Energy Corp., ONE Gas, Inc., Pinnacle West Capital Corporation, PNM Resources, Inc., PPL Corporation, Public Service Enterprise Group Incorporated, Sempra, The Southern Company, Southwest Gas Holdings, Inc., Spire Inc., UGI Corporation, WEC Energy Group Inc, and Xcel Energy Inc.

  48. Final Settlement of 2022-2024 PSU Awards

    | (2) Modifier results include the sum of safety (122% average safety scorecard results for a 20% modifier), greenhouse gas emission reduction (reduction of CO2 emissions by 10.1 million tonnes and reduction of methane emissions by 29.7%, each over a 2005 baseline, for a 5.4% modifier), and workforce diversity (8 of 12 categories met, for a -10% modifier), totaling 15%. |

  49. Final Settlement of 2022-2024 PSU Awards

    Annual PSUs granted in 2022 will vest after the end of the three-year performance period, as long as the NEO is continuously employed through February 28, 2025. Special vesting rules may apply and are described in the section entitled “2024 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The following table shows the target number of shares subject to the 2022 PSUs as well as the number of shares of common stock that vested pursuant to the terms of the 2022 PSUs.

  50. Final Settlement of 2022-2024 PSU Awards

    | NEO | Target Number of 2022 PSUs Awarded | Number of 2022 PSUs Vested | | Lloyd Yates | 122,994 | 233,689 | | Shawn Anderson | 11,958 | 22,720 | | Melody Birmingham | 33,278 | 63,228 | | William Jefferson | 18,968 | 36,039 | | Michael Luhrs(1) | 0 | 0 |

  51. Final Settlement of 2022-2024 PSU Awards

    | (1) Michael Luhrs was not employed by NiSource Inc. at the time of this grant in 2022. |

  52. Independent Compensation Consultant

    Independent Compensation Consultant For 2024, the C&HC Committee engaged the services of Meridian Compensation Partners as its independent compensation consultant to advise it with respect to executive compensation design, comparative compensation practices and compensation matters relating to the Board. The C&HC Committee takes recommendations from Meridian into consideration along with its evaluation of the individual performance of each executive officer. Each year, the C&HC Committee evaluates the independence and quality of the services provided by its independent compensation consultant. In reviewing Meridian’s engagement for 2024, the C&HC Committee considered the factors set forth in SEC Rule 10C-1(b)(4) and the applicable NYSE rules and determined that Meridian was independent and there were no conflicts of interest with respect to Meridian’s work for the C&HC Committee.

  53. Competitive Market Review

    Competitive Market Review In connection with its compensation decision making, the C&HC Committee reviews the executive compensation practices in effect at other companies in the Comparator Group. The compensation data provided by Meridian and other third-party data is used to obtain a general understanding of current market practices when designing our executive compensation program – it is not used exclusively, but rather as a reference point in conjunction with other factors. The Comparator Group consists of a mix of gas, electric and multi-line utilities that are operationally similar to us, with which we compete for similar executive talent, and with similar trailing 12-month revenue and market capitalization data. For 2024, the C&HC Committee determined no changes were necessary to the prior year’s Comparator Group. The Comparator Group for purposes of evaluating 2024 compensation practices is shown below.

  54. Competitive Market Review

    | Compensation Comparator Group | | | Alliant Energy Corporation | Eversource Energy | | Ameren Corporation | FirstEnergy Corporation | | American Electric Power Company, Inc. | New Jersey Resources Corporation | | Atmos Energy Corporation | OGE Energy Corp. | | Black Hills Corporation | ONE Gas, Inc. | | CenterPoint Energy, Inc. | PPL Corporation | | CMS Energy Corporation | Public Service Enterprise Group | | Dominion Energy, Inc. | Sempra Energy | | DTE Energy Company | Southwest Gas Holdings, Inc. | | Entergy Corporation | Spire, Inc. | | Evergy | WEC Energy Group, Inc. |

  55. Other Compensation and Benefits

    Other Compensation and Benefits Our NEOs may elect to participate in an executive deferred compensation plan, have change-in-control agreements and are eligible for an executive severance policy. In addition, we provide our NEOs with a limited number of perquisites and other broad-based employee benefits that are generally extended to our entire employee population. We believe that these other forms of compensation and benefits are aligned with our compensation objectives and are generally comparable to those that are provided to similarly situated executives at other comparable companies. Severance and Change-in-Control Benefits. Each NEO is covered under a separate change-in-control and termination agreement (“CIC Agreement”). The CIC Agreements are intended to ensure that the NEOs continue to apply thoroughly objective judgment to appropriately safeguard shareholder value and maximize investor return in relation to any potential change-in-control. The CIC Agreements provide cash severance benefits upon a double-trigger (meaning there must be both a qualifying change-in-control and termination of employment) and do not include any “gross-up” payments to cover an executive’s excise taxes incurred with respect to the receipt of payments in connection with a change-in-control. Each NEO is subject to our executive severance policy. Our 2020 Omnibus Plan provides for double-trigger vesting for equity awards that are assumed or replaced by an acquiring company upon a change-in-control. In the event equity awards are not assumed or replaced in a change-in-control, then the outstanding equity awards will vest upon the occurrence of such change-in-control. For further information regarding the benefits to be received upon termination of employment or change-in-control, see the section entitled “2024 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. Perquisites. Perquisites are not a principal element of our executive compensation program. We provide a limited number of perquisites to each NEO. We do not reimburse NEOs for the payment of individual income taxes they might incur in connection with their receipt of these benefits. For information regarding 2024 perquisites, see the 2024 Summary Compensation Table and footnote (6) to that table. Deferred Compensation Plan. Eligible executives, including the NEOs, may elect to defer between 5% and 80% of their base salary and/or STI payout under our Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides an opportunity for eligible executives to defer their cash compensation without regard to the limits imposed by the Internal Revenue Service (“IRS”) for amounts that may be deferred under our 401(k) Plan. For information regarding the Deferred Compensation Plan, see the 2024 Non-Qualified Deferred Compensation table and accompanying narrative. Savings Programs. The NEOs are eligible to participate in the same tax-qualified 401(k) Plan as most employees and in a non-qualified defined contribution plan (the “Savings Restoration Plan”) maintained for eligible executives. The 401(k) Plan includes a Company match that varies depending on the pension plan in which the employee participates and a Company profit sharing contribution for most employees between 0.5% and 2.0% of the employee’s eligible earnings based on achievement of the overall STI results. In addition, for salaried employees hired after January 1, 2010 and non-union non-exempt employees hired after January 1, 2013, the 401(k) Plan now includes a 4.5% Company contribution to the employee accounts. The Savings Restoration Plan provides for Company contributions in excess of IRS limits under the 401(k) Plan for eligible employees, including the NEOs. For information regarding the Savings Restoration Plan, see the 2024 Non-Qualified Deferred Compensation table and accompanying narrative. Health and Welfare Benefits. We also provide the NEOs other broad-based benefits such as medical, dental, life insurance and long-term disability coverage on the same terms and conditions to all employees.

  56. Risk Management Policies and Guidelines

    Risk Management Policies and Guidelines Trading Windows/Trading Plans. We restrict the ability of directors, executive officers and employees who work in designated areas to freely trade in our common stock because of their periodic access to our material non-public information. Under our insider trading policy, also referred to as our “Securities Transaction Compliance Policy,” such persons are prohibited from trading in our securities during quarterly blackout periods, and at such other times as the General Counsel may deem appropriate. We believe our policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. Our policy is filed as exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on February 12, 2025. Anti-Hedging Policy/Pledging. Under our Securities Transaction Compliance Policy for Certain Employees and our Securities Transaction Compliance Policy for Directors and Executive Officers, all directors, executive officers and employees who work in designated areas are prohibited from engaging in short sales of our equity securities or buying or selling puts or calls or other options on our securities. We do not have such a policy for employees who work in areas other than the designated areas. Compensation Recovery for Misconduct and in the Event of a Financial Restatement. Included in our 2020 Omnibus Plan is a “clawback” provision that states the employee shall reimburse the Company amounts received under STI and LTI awards if we are required to prepare an accounting restatement as a result of the employee’s misconduct. Our Board has also adopted a standalone executive compensation recoupment policy consistent with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 10D-1 and the NYSE listing standards thereunder, which requires the Company to recover “excess” incentive compensation received by NEOs due to a financial restatement (except in certain limited cases permitted by regulation) to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Grant Practices Specific to Stock Options. We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. These restrictions do not apply to RSUs, PSUs, or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT The C&HC Committee of the Board (the “Committee”) has furnished the following report in accordance with rules adopted by the Securities and Exchange Commission. The Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement. Based upon the review and discussions referred to above, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. This report is submitted on behalf of the members of the Committee:

  57. Risk Management Policies and Guidelines

    | ■ | Sound Performance Criteria—Performance measures for incentive awards are consistent with long-term shareholder value and operational excellence; measures and underlying goals are approved by the C&HC Committee of the Board; |

  58. Risk Management Policies and Guidelines

    | ■ | Long-term Focus—Executive compensation is weighted toward LTI, aligning executives with long-term results and shareholders; |

  59. Risk Management Policies and Guidelines

    | ■ | Performance Focus—LTI awards for executives are predominately performance-based; |

  60. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  61. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Lloyd Yates President and CEO | 2024 | 1,133,334 | — | 8,266,041 | 3,230,100 | 155,495 | 12,784,970 | | | 2023 | 1,041,667 | — | 5,208,422 | 2,500,000 | 466,592 | 9,216,680 | | | 2022 | 879,167 | 500,000 | 4,671,273 | 954,828 | 108,238 | 7,113,506 | | Shawn Anderson EVP and CFO | 2024 | 633,333 | — | 3,562,248 | 925,000 | 74,657 | 5,195,238 | | | 2023 | 518,478 | — | 1,137,093 | 809,798 | 95,367 | 2,560,736 | | | 2022 | 391,667 | — | 953,324 | 332,901 | 43,408 | 1,712,300 | | Melody Birmingham EVP and Group President, Utilities | 2024 | 665,883 | — | 1,583,297 | 975,000 | 77,285 | 3,301,416 | | | 2023 | 641,667 | — | 1,335,553 | 818,125 | 112,704 | 2,908,049 | | | 2022 | 312,500 | 225,000 | 2,397,721 | 276,680 | 127,324 | 3,339,225 | | William Jefferson EVP, Chief Operating and Safety Officer | 2024 | 612,500 | — | 1,476,953 | 925,000 | 74,033 | 3,088,486 | | | 2023 | 537,500 | — | 1,138,849 | 805,242 | 96,247 | 2,577,838 | | | 2022 | 237,500 | 150,000 | 1,496,725 | 196,258 | 116,493 | 2,196,976 | | Michael Luhrs(1) EVP, Technology, Customer and Chief Commercial Officer | 2024 | 591,667 | — | 1,417,877 | 975,000 | 55,558 | 3,040,101 | | | 2023 | 422,464 | 350,000 | 1,443,585 | 538,641 | 171,754 | 2,926,443 | | | 2022 | — | — | — | — | — | — |

  62. 2024 Summary Compensation Table

    | (1) Mr. Luhrs was not an NEO during 2022. |

  63. 2024 Summary Compensation Table

    | (2) Any salary deferred at the election of the NEO is reported as salary in the year in which such salary was earned. |

  64. 2024 Summary Compensation Table

    | (3) Amounts reported in this column for 2022 represent a $500,000 sign-on bonus paid to Mr. Yates, a $225,000 sign-on bonus paid to Ms. Birmingham, and a $150,000 sign-on bonus paid to Mr. Jefferson. The amount reported in this column for 2023 represents a $350,000 sign on bonus paid to Mr. Luhrs. No bonus amounts were paid to the NEOs during 2024. |

  65. 2024 Summary Compensation Table

    | (4) Amounts reported in this column for 2024 represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, with respect to the PSUs and RSUs granted in 2024. For information on the valuation assumptions used in these computations, see Note 17 to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. The PSUs are subject to performance conditions; therefore, the value reported in this column for these awards is based upon the target outcome of such conditions. |

  66. 2024 Summary Compensation Table

    The following table shows the number of PSU and RSU shares awarded in 2024 and the value of the PSUs at the grant date assuming that the highest level of performance conditions are achieved.

  67. 2024 Summary Compensation Table

    | NEO | 2024 Number of RSUs Awarded | 2024 Number of PSUs Awarded | Maximum PSU Fair Value | | Lloyd Yates | 62,598 | 250,391 | $13,353,355 | | Shawn Anderson | 91,043 | 46,467 | $2,479,481 | | Melody Birmingham | 11,974 | 47,895 | $2,555,679 | | William Jefferson | 11,170 | 44,678 | $2,384,013 | | Michael Luhrs | 10,723 | 42,891 | $2,288,666 |

  68. 2024 Summary Compensation Table

    | (5) Amounts reported in this column represent each NEOs 2024 STI payout. For a discussion of the STI awards, please see the “2024 Short-Term Incentive (STI) Program Design and Results” section in the CD&A under “Components of 2024 Executive Compensation” above. |

  69. 2024 Summary Compensation Table

    | (6) The table below provides a breakdown of the amounts shown in the “All Other Compensation” column for each NEO in 2024. |

  70. 2024 Summary Compensation Table

    | | Other Compensation | | | | | Name | Perquisites and Personal Benefits(a) ($) | Company Contributions To 401(k) Plan(b) ($) | Company Contributions To Savings Restoration Plan(c) ($) | Total ($) | | Lloyd Yates | 49,075 | 32,396 | 74,025 | 155,495 | | Shawn Anderson | 15,187 | 32,396 | 27,075 | 74,657 | | Melody Birmingham | 14,764 | 32,396 | 30,126 | 77,285 | | William Jefferson | 16,519 | 32,396 | 25,118 | 74,033 | | Michael Luhrs | — | 32,396 | 23,162 | 55,558 |

  71. 2024 Summary Compensation Table

    | (a) All perquisites are valued based on the aggregate incremental cost to the Company, as required by applicable SEC regulations. Please see the “Other Compensation and Benefits – Perquisites” section above in the CD&A under “Establishing Executive Compensation” for additional information about the perquisites we provide to the NEOs. For Messrs. Jefferson, Anderson, and Ms. Birmingham, the perquisite amount listed above represents the cost of financial planning and tax services. For Mr. Yates, the perquisite amount listed above represents the value of his personal use of Company or leased aircraft ($49,075.23). The incremental cost to the Company of Mr. Yates’ personal use of Company aircraft is determined based on calculating the average cost per hour to operate the aircraft taking into account direct costs such as fuel costs, trip-related maintenance, universal weather-monitoring costs, on-board catering, landing/ramp fees, and other miscellaneous variable costs, and multiplying the calculated average cost by the time of each trip assessed. Fixed costs which do not change based on usage, such as pilots’ salaries, the amortized costs of the aircraft, and the cost of maintenance not related to trips are excluded. With respect to flights on a third-party leased or chartered airplane, aggregate incremental cost equals the amount that the third-party charges the Company for such trip. NEOs are also permitted to invite their spouse or other guests to accompany them on business trips when space is available. |

  72. 2024 Summary Compensation Table

    | (b) This column reflects Company matching contributions, profit-sharing contributions, and a Company non-elective contribution of 4.5% of compensation under the 401(k) Plan. The 401(k) Plan is a tax-qualified defined contribution plan, as described above in the “Other Compensation and Benefits – Savings Programs” section in the CD&A under “Establishing Executive Compensation”. |

  73. 2024 Summary Compensation Table

    | (c) This column reflects Company matching contributions, profit-sharing contributions, and a Company non-elective contribution of 4.5% of compensation in excess of IRS limits to the Savings Restoration Plan. The Savings Restoration Plan is a non-qualified defined contribution plan, as described above in the “Other Compensation and Benefits – Savings Programs” section in the CD&A under “Establishing Executive Compensation” above, and in the narrative following the 2024 Non-Qualified Deferred Compensation Table. |

  74. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information for plan-based awards granted under the 2020 Omnibus Plan to the NEOs in 2024.

  75. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Date Approved | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lloyd Yates | — | — | 747,500 | 1,495,000 | 2,990,000 | — | — | — | — | — | | | 1/25/2024 | 1/25/2024 | — | — | — | 125,196 | 250,391 | 500,782 | — | 6,676,677 | | | 1/25/2024 | 1/25/2024 | — | — | — | — | — | — | 62,598 | 1,589,363 | | Shawn Anderson | — | — | 243,750 | 487,500 | 975,000 | — | — | — | — | — | | | 1/24/2024 | 1/24/2024 | — | — | — | 23,234 | 46,467 | 92,934 | — | 1,239,741 | | | 1/24/2024 | 1/24/2024 | — | — | — | — | — | — | 11,615 | 296,299 | | | 1/24/2024 | 1/24/2024 | | | | | | | 79,428 | 2,026,208 | | Melody Birmingham | — | — | 251,250 | 502,500 | 1,005,000 | — | — | — | — | — | | | 1/24/2024 | 1/24/2024 | — | — | — | 23,948 | 47,895 | 95,790 | — | 1,277,840 | | | 1/24/2024 | 1/24/2024 | — | — | — | — | — | — | 11,974 | 305,457 | | William Jefferson | — | — | 234,375 | 468,750 | 937,500 | — | — | — | — | — | | | 1/24/2024 | 1/24/2024 | — | — | — | 22,339 | 44,678 | 89,356 | — | 1,192,007 | | | 1/24/2024 | 1/24/2024 | — | — | — | — | — | — | 11,170 | 284,947 | | Michael Luhrs | — | — | 225,000 | 450,000 | 900,000 | — | — | — | — | — | | | 1/24/2024 | 1/24/2024 | — | — | — | 21,446 | 42,891 | 85,782 | — | 1,144,333 | | | 1/24/2024 | 1/24/2024 | — | — | — | — | — | — | 10,723 | 273,544 |

  76. 2024 Grants of Plan-Based Awards

    | (1) The information in the “Threshold”, “Target”, and “Maximum” columns reflects potential payouts based on the performance targets set under the STI program excluding any individual performance modifiers that may be applied. The amount reported in the “Threshold” column represents the threshold level of achievement of each incentive plan goal. The amount reported in the “Target” column represents target achievement of each goal. The amount reported in the “Maximum” column represents maximum achievement of each goal. The amounts actually paid based on Company performance appear in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. For a discussion of the STI awards, please see the “2024 Short-Term Incentive (STI) Program Design and Results” section in the CD&A under “Components of 2024 Executive Compensation” above. |

  77. 2024 Grants of Plan-Based Awards

    | (2) The information in the “Threshold”, “Target”, and “Maximum” columns reflects the potential share payouts under the portion of the 2024 LTI award granted in the form of PSUs. Under the terms of the PSU awards, the PSUs will be earned based on continued employment and the achievement of pre-determined performance goals. The amount reported in the “Threshold” column represents the minimum level of the PSUs that may vest based on the achievement of the threshold level of achievement for each goal. The amount reported in the “Target” column represents target achievement of each goal. The amount reported in the “Maximum” column represents maximum achievement of each goal. For further information regarding these awards, please see the “2024 Long-Term Incentive (LTI) Program Design and Results” section in the CD&A under “Components of 2024 Executive Compensation” above. |

  78. 2024 Grants of Plan-Based Awards

    | (3) Represents the portion of the 2024 LTI award granted in the form of RSUs. For further information regarding these awards, please see the “2024 Long-Term Incentive (LTI) Program Design and Results” section in the CD&A under “Components of 2024 Executive Compensation” above. |

  79. 2024 Grants of Plan-Based Awards

    | (4) Amounts reported in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, with respect to the PSUs and RSUs granted in 2024. All the PSUs are subject to performance conditions and the values reported in this column for the PSU awards are based upon the probable outcome of such conditions target performance. The values set forth in this table may not correspond to the actual values that may ultimately be realized by the NEOs upon vesting and settlement. |

  80. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information at fiscal year-end concerning outstanding grants of equity awards to the NEOs. At fiscal year-end, none of our NEOs held any outstanding option awards with respect to the Company.

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Lloyd Yates | 30,747(3) | 1,130,260 | — | — | | | 36,311(5) | 1,334,792 | — | — | | | 62,598(9) | 2,301,102 | — | — | | | — | — | 245,988(4) | 9,042,519 | | | — | — | 312,080(6) | 11,472,060 | | | — | — | 518,350(10) | 19,054,556 | | Shawn Anderson | 5,124(3) | 188,358 | — | — | | | 7,342(5) | 269,892 | — | — | | | 3,142(8) | 115,500 | — | — | | | 11,615(9) | 426,967 | — | — | | | 17,082(11) | 627,934 | — | — | | | 79,428(13) | 2,919,773 | — | — | | | — | — | 23,916(4) | 879,152 | | | — | — | 36,811(6) | 1,353,176 | | | — | — | 26,762(7) | 983,783 | | | — | — | 96,194(10) | 3,536,102 | | Melody Birmingham | 8,319(3) | 305,806 | — | — | | | 9,355(5) | 343,890 | — | — | | | 11,974(9) | 440,164 | — | — | | | — | — | 66,556(4) | 2,446,599 | | | — | — | 80,399(6) | 2,955,471 | | | — | — | 99,150(10) | 3,644,771 | | William Jefferson | 4,742(3) | 174,316 | — | — | | | 7,977(5) | 293,235 | — | — | | | 11,170(9) | 410,609 | — | — | | | — | — | 37,936(4) | 1,394,527 | | | — | — | 68,558(6) | 2,520,183 | | | | | 92,491(10) | 3,399,960 | | Michael Luhrs | 8,133(8) | 298,969 | — | — | | | 10,723(9) | 394,177 | — | — | | | 11,091(12) | 407,705 | | | | | — | — | 69,263(7) | 2,546,096 | | | | | 88,791(10) | 3,263,971 |

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Amounts shown represent the market value of the unvested RSUs calculated using the closing sale price of our common stock on December 31, 2024, the last trading day of fiscal 2024, which was $36.76 per share. |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Amounts shown represent the market value of the unvested PSUs, calculated using the closing sale price of our common stock on December 31, 2024, the last trading day of fiscal 2024, which was $36.76 per share. The amounts presented are based on achieving the maximum performance level. |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) The awards shown represent RSUs granted on January 28, 2022 for Messrs. Yates and Anderson, and on July 1, 2022 for Ms. Birmingham and Mr. Jefferson. These shares vest on February 28, 2025, provided the executive continues to be employed through such date. |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) The awards shown represent PSUs granted on January 28, 2022 for Messrs. Yates and Anderson, and on July 1, 2022 for Ms. Birmingham and Mr. Jefferson. These shares vest on February 28, 2025, provided the executive continues to be employed through such date. The number of shares that will vest is dependent upon our performance relative to three-year performance goals over the 2022-2024 performance period and the executive's continued employment through February 28, 2025. The amounts presented are based on achieving the maximum performance level. |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) The awards shown represent RSUs granted on January 25, 2023, except for Mr. Yates’ award, which was granted on January 26, 2023. These shares will vest on February 27, 2026, provided the executive continues to be employed through such date. |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) The awards shown represent PSUs granted on January 25, 2023, except for Mr. Yates’ award, which was granted on January 26, 2023. The number of shares that will vest is dependent upon our performance relative to three-year performance goals over the 2023-2025 performance period and the executive's continued employment through February 27, 2026. The amounts presented are based on achieving the maximum performance level. |

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) The awards shown represent PSUs granted on March 27, 2023. The number of shares that will vest is dependent upon our performance relative to three-year performance goals over the 2023-2025 performance period and the executive's continued employment through February 27, 2026. The amounts presented are based on achieving the maximum performance level. |

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) The awards shown represent RSUs granted on March 27, 2023. These shares will vest on February 27, 2026, provided the executive continues to be employed through such date. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) The awards shown represent RSUs granted on January 24, 2024, except for Mr. Yates’ award, which was granted on January 25, 2024. These shares will vest on February 26, 2027, except for Mr. Yates’ award, which will vest on February 27, 2027, provided the executive continues to be employed through such date. |

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (10) The awards shown represent PSUs granted on January 24, 2024, except for Mr. Yates’ award, which was granted on January 25, 2024. The number of shares that will vest is dependent upon our performance relative to three-year performance goals over the 2024-2026 performance period and the executive's continued employment through February 26, 2027, except for Mr. Yates’ award, which will vest on February 27, 2027. The amounts presented are based on achieving the maximum performance level. |

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (11) The award shown represents a special retention award of service based RSUs granted on January 28, 2022. The award vests on January 28, 2025, provided the executive continues to be employed through such date. |

  93. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (12) The award shown represents a special retention award of service based RSUs granted on March 27, 2023. The award vests on March 27, 2025, provided the executive continues to be employed by us through such date. |

  94. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (13) The award shown represents a special retention award of service based RSUs granted on January 24, 2024. The award vests on January 24, 2025, January 24, 2026 and January 24, 2027, provided the executive continues to be employed through the applicable date. |

  95. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth information regarding the vesting of stock awards during 2024. During 2024, none of our NEOs exercised or held option awards with respect to the Company.

  96. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Lloyd Yates | — | — | | Shawn Anderson | 27,299(1) | 705,679 | | Melody Birmingham | 23,199(2) | 665,811 | | William Jefferson | 13,311(2) | 382,026 | | Michael Luhrs | — | — |

  97. 2024 Option Exercises and Stock Vested

    | (1) This amount represents 2021 PSUs and RSUs and 2021 special PSUs which vested on February 28, 2024. |

  98. 2024 Option Exercises and Stock Vested

    | (2) This amount represents 2022 RSUs which vested on July 1, 2024. |

  99. 2024 Option Exercises and Stock Vested

    | (3) Amounts shown reflect the value realized upon the vesting of stock awards during 2024, computed by multiplying the number of shares that vested by the market value of our common stock on the applicable vesting date. |

  100. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation The following table provides information regarding deferred compensation with respect to our NEOs under the Deferred Compensation Plan and the Savings Restoration Plan.

  101. 2024 Non-Qualified Deferred Compensation

    | Name | Plan Name(5)(6) | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Lloyd Yates | Deferred Compensation Plan | — | — | — | — | — | | | Savings Restoration Plan | — | 74,025 | 8,513 | — | 190,851 | | Shawn Anderson | Deferred Compensation Plan | — | — | — | — | — | | | Savings Restoration Plan | — | 27,075 | 1,991 | — | 57,868 | | Melody Birmingham | Deferred Compensation Plan | — | — | — | — | — | | | Savings Restoration Plan | — | 30,126 | 2,322 | — | 61,681 | | William Jefferson | Deferred Compensation Plan | — | — | — | — | — | | | Savings Restoration Plan | — | 25,118 | 1,432 | — | 45,641 | | Michael Luhrs | Deferred Compensation Plan | — | — | — | — | — | | | Savings Restoration Plan | — | 23,162 | 628 | — | 32,297 |

  102. 2024 Non-Qualified Deferred Compensation

    | (1) Amounts shown, if any, were deferred under our Deferred Compensation Plan. |

  103. 2024 Non-Qualified Deferred Compensation

    | (2) The amount of Company contributions for each NEO in this column is included in each NEO’s compensation reported in the 2024 Summary Compensation Table under the column “All Other Compensation.” |

  104. 2024 Non-Qualified Deferred Compensation

    | (3) The aggregate earnings in this column are not reported in the 2024 Summary Compensation Table. For a discussion of investment options under these plans, see the narrative accompanying this table. |

  105. 2024 Non-Qualified Deferred Compensation

    | (4) The aggregate balance includes amounts for each NEO that would have been previously reported as compensation in the Summary Compensation Table for prior years had he or she been a NEO in those prior years with the exception of any amounts shown for the aggregate earnings on deferred compensation. |

  106. 2024 Non-Qualified Deferred Compensation

    | (5) For a description of the Deferred Compensation Plan, please see the “Other Compensation and Benefits – Deferred Compensation Plan” section in the CD&A under “Establishing Executive Compensation” and the narrative accompanying this table. |

  107. 2024 Non-Qualified Deferred Compensation

    | (6) For a description of the Savings Restoration Plan, please see the “Other Compensation and Benefits – Savings Programs” section in the CD&A under “Establishing Executive Compensation” and the narrative accompanying this table. These contributions are fully vested. |

  108. 2024 Non-Qualified Deferred Compensation

    We sponsor the Savings Restoration Plan and the Deferred Compensation Plan, two non-qualified defined contribution plans, neither of which credits above-market or preferential earnings. Amounts due under the plans are unsecured contractual obligations that are paid from our general assets. Deferred Compensation Plan. The Deferred Compensation Plan provides employees at certain job levels, including the NEOs, the ability to defer compensation on a pre-tax basis, including compensation that would otherwise be limited by the Code. Participants may elect to defer and invest between 5% and 80% of their base compensation and/or between 5% and 80% of their annual bonus on a pre-tax basis. Participant deferrals are fully vested. Savings Restoration Plan. The Savings Restoration Plan provides a supplemental benefit to eligible employees, including the NEOs, equal to the difference between: (i) the employer contributions (including matching and profit sharing contributions) an employee would have received under our Retirement Savings Plan had such benefit not been limited by Sections 415 (a limitation on annual contributions under a defined contribution plan of $69,000 for 2024) and 401(a)(17) (a limitation on annual compensation of $345,000 for 2024) of the Code, and the Retirement Savings Plan’s definition of compensation, which excludes deferrals into our Deferred Compensation Plan for purposes of calculating certain employer contributions, minus (ii) the actual employer contributions the employee received under the Retirement Savings Plan. Amounts credited under the Savings Restoration Plan are deferred on a pre-tax basis. Participants’ accounts under the Savings Restoration Plan are 100% vested. Employees designate how these contributions will be invested, with the investment options generally the same as those available under our Retirement Savings Plan.

  109. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    Potential Payments upon Termination of Employment or a Change-in-Control of the Company Each NEO is eligible for certain benefits, upon certain types of terminations of employment, including a termination of employment involving a change-in-control of the Company (“CIC”). These benefits are in addition to the benefits to which all employees would be entitled upon a termination of employment generally (i.e., (i) vested retirement benefits accrued as of the date of termination, (ii) stock-based awards that are vested as of the date of termination, and (iii) the right to continue medical coverage pursuant to COBRA). The additional benefits are described below. Executive Severance Policy. Our Executive Severance Policy provides severance pay and other benefits to terminated employees at a certain job level, including our NEOs, provided they satisfy the terms of the policy. No severance pay or other benefits are paid under this policy if the termination of employment occurs in connection with a Change-in-Control. Under the Executive Severance Policy, an employee becomes eligible to receive benefits only if he or she is terminated under any of the following scenarios: (a) a position elimination due to a reduction in force or other restructuring; (b) the position is moved to a principal employment location outside of a 50 mile radius from the Participant’s principal employment location on the date of termination of employment and such move would result in the Participant having a commute more than 20 miles longer, and provided that the Participant chooses not to relocate to the new location for such position; or (c) employment is constructively terminated. Constructive termination means a material reduction with respect to: (1) the scope of the employee’s position; (2) the employee’s base pay; or (3) the employee’s annual incentive opportunity; and as a result of any such event, the employee chooses to terminate employment. Under our Executive Severance Policy, an eligible employee receives severance pay in the amount of 52 weeks of base salary at the rate in effect on the date of termination. The employee also receives a lump sum amount equivalent to 130% of 52 weeks of COBRA (as defined in the Code and the Employee Retirement Income Security Act of 1974) continuation coverage premiums and outplacement services. Change-in-Control and Termination Agreements. As of December 31, 2024, we had CIC and Termination Agreements with each of the NEOs. We entered into these agreements based upon our belief that they are in the best interests of the shareholders. They are designed to help ensure that in the event of extraordinary events, a thoroughly objective judgment is made on any potential corporate transaction, so that shareholder value is appropriately safeguarded and maximized. The CIC and Termination Agreements provide for cash severance benefits if the executive terminates employment for “Good Reason” (as defined below) or is terminated by the Company for any reason other than “Good Cause” (as defined below) within 24 months following certain Change-in-Control events (referred to as a “double trigger”). In addition, pursuant to the terms of the 2020 Omnibus Plan and 2010 Omnibus Plan, the executives’ equity awards are subject to double trigger accelerated vesting in the event of a Change-in-Control unless an acquiring company does not assume or replace such awards upon the Change-in-Control. None of the agreements contain a “gross-up” provision to reimburse executives for excise taxes incurred with respect to benefits received under a CIC and Termination Agreement. The CIC and Termination Agreements can be terminated on twelve months’ notice to the participant. For purposes of the CIC and Termination Agreements: “Good Cause” shall be deemed to exist if, and only if, we notify the executive, in writing, within 60 days of our knowledge that one of the following events occurred: (1) the executive has engaged in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to the Company; or (2) the executive has been convicted of a criminal violation involving fraud or dishonesty. “Good Reason” shall be deemed to exist if, and only if: (1) there is a significant diminution in the nature or the scope of the executive’s authorities or duties; (2) there is a significant reduction in the executive’s monthly rate of base salary and the executive’s opportunity to earn a bonus under an incentive bonus compensation plan we maintain or the executive’s benefits; (3) we change by 50 miles or more the principal location at which the executive is required to perform services as of the date of a Change-in-Control; or (4) there is a material breach of the CIC and Termination Agreement. The CIC and Termination Agreements provide for a lump sum payment of two (three in the case of Mr. Yates) times the executive’s current annual base salary and target annual incentive bonus compensation. The executive will also receive a pro rata portion of the executive’s targeted annual incentive bonus for the year of termination. The CIC and Termination Agreements also provide that in the event of a Change-in-Control, the executive’s total Change-in-Control related payments will be equal to the best “net benefit” which is equal to the greater of: (i) the after-tax value of the executive’s total Change-in-Control related payments reduced by the 20% excise tax and other federal, state, local and other taxes; and (ii) the after-tax value of the executive’s Change-in-Control related payments that has been reduced to the extent necessary so that it would not trigger an excise tax, reduced for federal, state, local and other taxes (in each case, without a gross-up). In addition, the CIC and Termination Agreements provide for the executives to receive a lump sum amount equivalent to 130% of the COBRA continuation premiums due for the two-year period (three in the case of Mr. Yates) following termination. In the event of a Change-in-Control, all outstanding equity awards granted to each of the NEOs under the applicable Omnibus Plan as of December 31, 2024 will vest only upon a termination of employment in connection with a Change-in-Control. For the NEOs, we have quantified the potential payments upon termination under various termination scenarios as of December 31, 2024.

  110. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | Potential Payments upon Termination of Employment or a Change-in-Control of the Company at December 31, 2024(1) | | | | | | | | | | Severance ($) | Pro Rata Bonus Payment(5) ($) | Equity Grants ($) | Cash Awards ($) | Welfare Benefits ($) | Outplacement ($) | Total Payment ($) | | Lloyd Yates | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 2,784,600 | 13,555,140 | — | — | — | 16,339,740 | | Death(2) | — | 2,784,600 | 13,555,140 | — | — | — | 16,339,740 | | Involuntary Termination(3) | 1,150,000 | — | — | — | 27,318 | 25,000 | 1,202,318 | | Change-in-Control(4) | 11,803,801 | 2,784,600 | 24,550,722 | — | 90,377 | 25,000 | 39,254,501 | | Shawn Anderson | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 897,750 | 3,821,239 | — | — | — | 4,718,989 | | Death(2) | — | 897,750 | 3,821,239 | — | — | — | 4,718,989 | | Involuntary Termination(3) | 650,000 | — | — | — | 27,098 | 25,000 | 702,098 | | Change-in-Control(4) | 3,095,500 | 897,750 | 7,924,531 | — | 59,063 | 25,000 | 12,001,844 | | Melody Birmingham | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 943,819 | 3,298,475 | — | — | — | 4,242,294 | | Death(2) | — | 943,819 | 3,298,475 | — | — | — | 4,242,294 | | Involuntary Termination(3) | 670,000 | — | — | — | 24,400 | 25,000 | 719,400 | | Change-in-Control(4) | 3,227,638 | 943,819 | 5,613,281 | — | 53,817 | 25,000 | 9,863,555 | | William Jefferson | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 868,219 | 2,464,648 | — | — | — | 3,332,867 | | Death(2) | — | 868,219 | 2,464,648 | — | — | — | 3,332,867 | | Involuntary Termination(3) | 625,000 | — | — | — | 27,318 | 25,000 | 677,318 | | Change-in-Control(4) | 2,986,438 | 868,219 | 4,535,495 | — | 59,315 | 25,000 | 8,474,468 | | Michael Luhrs | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 838,688 | 2,015,808 | — | — | — | 2,854,496 | | Death(2) | — | 838,688 | 2,015,808 | — | — | — | 2,854,496 | | Involuntary Termination(3) | 600,000 | — | — | — | 36,725 | 25,000 | 661,725 | | Change-in-Control(4) | 2,877,375 | 838,688 | 4,005,885 | — | 77,943 | 25,000 | 7,824,891 |

  111. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | (1) Amounts payable to each of the NEOs as shown in the Pension Benefits Table, the Non-Qualified Deferred Compensation Table, and under the tax-qualified, nondiscriminatory 401(k) Plan are not included in this table. |

  112. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | (2) For all NEO’s, special vesting rules apply in the event the applicable NEO’s employment terminates following the NEO becoming retirement eligible or as a result of the NEO’s death or disability. None of the NEO’s were retirement eligible as of December 31, 2024. If an NEO’s employment had terminated as a result of the NEO’s death or disability as of December 31, 2024, the NEO would have been entitled to pro-rata vesting as of the termination date, with the PSUs vesting based on actual performance; provided that, for the 2023 and 2024 PSUs, the PSU vesting would have been based on target performance if termination resulted from the NEO’s death. The figures above represent target performance because as of December 31, 2024 actual performance was not yet known. The value of the equity grants was determined by multiplying the closing price of our common stock on December 31, 2024, which was $36.76 per share, by the number of shares that would have vested upon termination of employment as a result of the NEO’s retirement, disability or death, as applicable. |

  113. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | (3) Amounts shown reflect payments that would be made upon the involuntary termination of each NEO eligible under our Executive Severance Policy as described above. |

  114. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | (4) Amounts shown reflect payments to be made upon termination of employment in the event of a Change-in-Control of the Company under the CIC and Termination Agreements as described above in the Change-in-Control and Termination Agreements section. |

  115. Potential Payments upon Termination of Employment or a Change-in-Control of the Company

    | (5) Bonus Payments were calculated using the NEO’s eligible earnings for 2024 and known company STI scorecard results for 2024. |

  116. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO. For 2024, the ratio of the compensation of Mr. Yates, our CEO during 2024, to the compensation of the median employee is 102 to 1. To identify the median of the annual total compensation of all our employees (other than our CEO), as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps consistent with Item 402(u) of Regulation S-K:

  117. Pay Ratio

    | 1. | To identify the “median employee” from our employee population, we prepared a full census of all our employees (except our CEO) using our existing centralized payroll database of base cash compensation (base salary plus overtime and shift premiums, calculated based on the hours worked during the relevant period) that is used internally to calculate annual cash (STI) incentive compensation and profit-sharing eligibility. We used base cash compensation as our compensation measure as it is the principal form of compensation delivered to all of our employees. We used a new median employee for 2024. For 2024, we used the following methodology to identify the median employee: |

  118. Pay Ratio

    | ■ | We determined that, as of December 31, 2024, our employee population consisted of approximately 7,743 employees, with all of our employees located in the United States. This population consisted of our full-time, part-time and temporary employees, as determined for employment law purposes. |

  119. Pay Ratio

    We adjusted as of December 31, 2024, the compensation of 619 full-time employees and 57 part-time employees hired during 2024 to annualize compensation for any portion of the measurement period that they were not with the Company.

  120. Pay Ratio

    | ■ | Although all of our employees are eligible for an annual cash (STI) incentive (paid in 2025 for 2024 individual and Company performance), we excluded this for all employees because we determined its inclusion would not have a meaningful effect on the determination of the median employee. |

  121. Pay Ratio

    | ■ | Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. |

  122. Pay Ratio

    | 2. | We identified our median employee from a full census report compiled using base cash compensation as our consistently applied compensation measure. Since all our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments identifying the “median employee.” |

  123. Pay Ratio

    | 3. | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $125,174. |

  124. Pay Ratio

    | 4. | For the year ended December 31, 2024, the total compensation for our CEO, Mr. Yates, was $12,784,970 as reported in the “Total” column of the Summary Compensation Table of this Proxy Statement. |

  125. Pay Ratio

    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 CEO 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.

  126. Pay Ratio

    | 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 NEOs | Average Compen- sation Actually Paid to Other NEOs | Total Share- holder Return (TSR) | Dow Jones Utilities Index Peer Group TSR | | | | 2024(1) | $12,784,970 | $34,023,789 | $0 | $0 | $3,656,310 | $7,905,729 | $157 | $137 | $845 | $1.75 | | 2023(2) | $9,216,680 | $9,913,336 | $0 | $0 | $2,869,181 | $3,127,806 | $109 | $110 | $674 | $1.60 | | 2022(3) | $7,113,506 | $6,720,202 | $1,352,993 | ($3,953,194)(6) | $2,221,932 | $1,305,705 | $109 | $118 | $792 | $1.47 | | 2021(4) | $0 | $0 | $9,535,782 | $13,795,347 | $2,491,010 | $3,453,360 | $106 | $117 | $589 | $1.37 | | 2020(5) | $0 | $0 | $6,457,725 | $2,329,180 | $3,093,801 | $1,632,643 | $85 | $99 | ($14) | $1.32 |

  127. Pay Ratio

    | (1) For 2024, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs. |

  128. Pay Ratio

    | (2) 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. |

  129. Pay Ratio

    | (3) 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. |

  130. Pay Ratio

    | (4) 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. |

  131. Pay Ratio

    | (5) For 2020, the table includes Joseph Hamrock as CEO. The other NEOs were Donald E. Brown, Pablo A. Vegas, Violet G. Sistovaris and Carrie J. Hightman. |

  132. Pay Ratio

    | (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. |

  133. Pay Ratio

    | (7) A pro rata portion of all outstanding, unvested equity awards vesting in connection with Mr. Hamrock’s retirement in 2022. |

  134. Pay Ratio

    | (8) Adjusted EPS is a non-GAAP financial measure. Appendix A to this Proxy Statement contains a full reconciliation of GAAP earnings per share to Adjusted EPS. |

  135. Pay Ratio

    To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: CEO SCT to CAP Reconciliation:

  136. Pay Ratio

    | 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 | | 2024 | $12,784,970 | – | $8,266,041 | + | $29,504,860 | – | $0 | + | $0 | = | $34,023,789 |

  137. Pay Ratio

    Former CEO SCT to CAP Reconciliation:

  138. Pay Ratio

    | 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 | | 2022 | $1,352,993 | – | $0 | + | ($5,306,187) | – | $0 | + | $0 | = | ($3,953,194) |

  139. Pay Ratio

    Other NEOs SCT to CAP Reconciliation:

  140. Pay Ratio

    | 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 | | 2024 | $3,656,310 | – | $2,010,094 | + | $6,259,513 | – | $0 | + | $0 | = | $7,905,729 |

  141. Pay Ratio

    | (a) Represents the amounts reported in the Summary Compensation Table in the Stock Awards Column. |

  142. Pay Ratio

    | (b) See reconciliation of the Equity Award Adjustments below. |

  143. Pay Ratio

    | (c) See reconciliation of the Average Pension Benefits Adjustments below. |

  144. Pay Ratio

    CEO Equity Adjustment to CAP Reconciliation

  145. Pay Ratio

    | 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 ($) | | 2024 | $18,179,158 | $11,325,702 | $0 | $0 | $0 | $0 | $29,504,860 |

  146. Pay Ratio

    Former CEO Equity Adjustment to CAP Reconciliation

  147. Pay Ratio

    | 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 ($) | | 2022 | $0 | $632,393 | $0 | $171,491 | ($6,110,071) | $0 | ($5,306,187) |

  148. Pay Ratio

    Other NEOs Equity Adjustment to CAP Reconciliation

  149. Pay Ratio

    | 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 ($) | | 2024 | $4,053,320 | $2,181,865 | $0 | $24,328 | $0 | $0 | $6,259,513 |

  150. Pay Ratio

    Fair values reported in this table are computed in accordance with FASB ASC Topic 718. CEO and Other NEOs Pension Adjustment to CAP Reconciliation

  151. Pay Ratio

    | Year | Plan | Service Cost | Prior Service Cost | Total Average Pension Benefit Adjustment (Service Cost ÷ by number of Other NEOs in applicable year) | | 2024 | Pension Plan | $0 | $0 | $0 | | | Pension Restoration Plan | $0 | $0 | $0 | | | Total | $0 | $0 | $0 |