2023 Pay Versus Performance

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.

Year	CEO		Former CEO		Other NEO Pay		Value of Initial Fixed $100 Invested Based on:		Net Income (in millions)	Net Operating Earnings Per Share (NOEPS)⁽⁷⁾
Year	Summary Compen- sation Table Total for CEO	Compen- sation Actually Paid to CEO⁽⁵⁾	Summary Compen- sation Table Total for Former CEO	Compensation Actually Paid to Former CEO⁽⁵⁾	Average Summary Compen- sation Table Total for Other NEO's	Average Compen- sation Actually Paid to Other NEO's	Total Share- holder Return (TSR)	Dow Jones Utilities Index Peer Group TSR	Net Income (in millions)	Net Operating Earnings Per Share (NOEPS)⁽⁷⁾
2023⁽¹⁾	$9,216,680	$9,913,336	$0	$0	$2,869,181	$3,127,806	$109	$110	$674.35	$1.60
2022⁽²⁾	$7,113,506	$6,720,202	$1,352,993	($3,953,194)⁽⁶⁾	$2,221,932	$1,305,705	$109	$118	$791.80	$1.47
2021⁽³⁾	$0	$0	$9,535,782	$13,795,347	$2,491,010	$3,453,360	$106	$117	$588.80	$1.37
2020⁽⁴⁾	$0	$0	$6,457,725	$2,329,180	$3,093,801	$1,632,643	$85	$99	($14.20)	$1.32

(1)	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.

(2)	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.

(3)	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.

(4)	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.

(5)

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.

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

(7)	NOEPS is a non-GAAP financial measure. Appendix A to this Proxy Statement contains a full reconciliation of GAAP earnings per share to NOEPS.

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

CEO SCT to CAP Reconciliation:

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
2023	$9,216,680	–	$5,208,422	+	$5,905,078	–	$0	+	$0	=	$9,913,336
2022	$7,113,506	–	$4,671,273	+	$4,277,969	–	$0	+	$0	=	$6,720,202

Former CEO SCT to CAP Reconciliation:

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)
2021	$9,535,782	–	$6,953,903	+	$11,213,468	–	$0	+	$0	=	$13,795,347
2020	$6,457,725	–	$4,901,916	+	$773,371	–	$0	+	$0	=	$2,329,180

Other NEOs SCT to CAP Reconciliation:

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
2023	$2,869,181	–	$1,278,127	+	$1,536,752	–	$0	+	$0	=	$3,127,806
2022	$2,221,932	–	$1,218,690	+	$302,463	–	$0	+	$0	=	$1,305,705
2021	$2,491,010	–	$1,449,191	+	$2,415,827	–	$22,263	+	$17,977	=	$3,453,360
2020	$3,093,801	–	$2,002,865	+	$613,661	–	$87,911	+	$15,957	=	$1,632,643

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

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

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

CEO Equity Adjustment to CAP Reconciliation

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 ($)
2023	$5,285,822	$619,256	$0	$0	$0	$0	$5,905,078
2022	$4,277,969	$0	$0	$0	$0	$0	$4,277,969

Former CEO Equity Adjustment to CAP Reconciliation

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)
2021	$10,469,546	$1,256,857	$0	($512,935)	$0	$0	$11,213,468
2020	$3,087,464	($2,202,427)	$0	($111,666)	$0	$0	$773,371

Other NEOs Equity Adjustment to CAP Reconciliation

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 ($)
2023	$1,298,315	$235,107	$0	$3,330	$0	$0	$1,536,752
2022	$1,138,202	$85,612	$0	$18,799	$940,151	$0	$302,463
2021	$2,174,652	$323,747	$0	($82,573)	$0	$0	$2,415,827
2020	$1,092,084	($449,434)	$0	($28,990)	$0	$0	$613,661

Fair values reported in this table are computed in accordance with FASB ASC Topic 718.

Other NEOs Pension Adjustment to CAP Reconciliation

Year	Plan	Service Cost	Prior Service Cost	Total Average Pension Benefit Adjustment (Service Cost ÷ by number of Other NEOs in applicable year)
2023	Pension Plan	$0	$0	$0
	Pension Restoration Plan	$0	$0	$0
	Total	$0	$0	$0
2022	Pension Plan	$0	$0	$0
	Pension Restoration Plan	$0	$0	$0
	Total	$0	$0	$0
2021	Pension Plan	$41,946	$0	$10,486
	Pension Restoration Plan	$29,963	$0	$7,491
	Total	$71,909	$0	$17,977
2020	Pension Plan	$35,124	$0	$8,781
	Pension Restoration Plan	$28,702	$0	$7,176
	Total	$63,826	$0	$15,957

Named Executive Officers, Footnote

(1)	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.

(2)	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.

(3)	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.

(4)	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.

Non-PEO NEO Average Total Compensation Amount

$ 2,869,181

$ 2,221,932

$ 2,491,010

$ 3,093,801

Adjustment to Non-PEO NEO Compensation Footnote

Other NEOs SCT to CAP Reconciliation:

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
2023	$2,869,181	–	$1,278,127	+	$1,536,752	–	$0	+	$0	=	$3,127,806
2022	$2,221,932	–	$1,218,690	+	$302,463	–	$0	+	$0	=	$1,305,705
2021	$2,491,010	–	$1,449,191	+	$2,415,827	–	$22,263	+	$17,977	=	$3,453,360
2020	$3,093,801	–	$2,002,865	+	$613,661	–	$87,911	+	$15,957	=	$1,632,643

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

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

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

Other NEOs Equity Adjustment to CAP Reconciliation

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 ($)
2023	$1,298,315	$235,107	$0	$3,330	$0	$0	$1,536,752
2022	$1,138,202	$85,612	$0	$18,799	$940,151	$0	$302,463
2021	$2,174,652	$323,747	$0	($82,573)	$0	$0	$2,415,827
2020	$1,092,084	($449,434)	$0	($28,990)	$0	$0	$613,661

Fair values reported in this table are computed in accordance with FASB ASC Topic 718.

Other NEOs Pension Adjustment to CAP Reconciliation

Year	Plan	Service Cost	Prior Service Cost	Total Average Pension Benefit Adjustment (Service Cost ÷ by number of Other NEOs in applicable year)
2023	Pension Plan	$0	$0	$0
	Pension Restoration Plan	$0	$0	$0
	Total	$0	$0	$0
2022	Pension Plan	$0	$0	$0
	Pension Restoration Plan	$0	$0	$0
	Total	$0	$0	$0
2021	Pension Plan	$41,946	$0	$10,486
	Pension Restoration Plan	$29,963	$0	$7,491
	Total	$71,909	$0	$17,977
2020	Pension Plan	$35,124	$0	$8,781
	Pension Restoration Plan	$28,702	$0	$7,176
	Total	$63,826	$0	$15,957

Compensation Actually Paid vs. Net Income

CAP versus Net Income

The graph below shows the relationship between the Company’s net income and the CEO and Other NEOs CAP. The company does not use Net Income to determine compensation and is not included in incentive plans.

Total Shareholder Return Vs Peer Group

CAP versus Total Shareholder Return

The graph below represents the relationship between Compensation Actually Paid (CAP) to our CEO, the average CAP to our other NEOs and Total Shareholder Return (TSR) for NiSource and the Dow Jones U.S. Utilities Index.

Total Shareholder Return Amount

$ 109

109

106

85

Net Income (Loss)

$ 674,350,000

$ 791,800,000

$ 588,800,000

$ (14,200,000)

PEO Name

Joseph Hamrock

Lloyd Yates

Joseph Hamrock