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Pay vs Performance Disclosure
 2 Months Ended 11 Months Ended 12 Months Ended
Feb. 14, 2022
Dec. 31, 2022
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
2024 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)
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For 2024, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(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.
(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.
(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.
(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.
(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.
(7)
A pro rata portion of all outstanding, unvested equity awards vesting in connection with Mr. Hamrock’s retirement in 2022.
(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.
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
 
 
2024
 
 
$12,784,970
 
 
–
 
 
$8,266,041
 
 
+
 
 
$29,504,860
 
 
–
 
 
$0
 
 
+
 
 
$0
 
 
=
 
 
$34,023,789
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
 
2024
 
 
$3,656,310
 
 
–
 
 
$2,010,094
 
 
+
 
 
$6,259,513
 
 
–
 
 
$0
 
 
+
 
 
$0
 
 
=
 
 
$7,905,729
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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
($)
 
 
2024
 
 
$18,179,158
 
 
$11,325,702
 
 
$0
 
 
$0
 
 
$0
 
 
$0
 
 
$29,504,860
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
$4,053,320
 
 
$2,181,865
 
 
$0
 
 
$24,328
 
 
$0
 
 
$0
 
 
$6,259,513
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair values reported in this table are computed in accordance with FASB ASC Topic 718.
CEO and 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)
 
 
2024
 
 
Pension Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Pension Restoration Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Total
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Company Selected Measure Name     Adjusted EPS        
Named Executive Officers, Footnote    
(1)
For 2024, the table includes Lloyd Yates as CEO. The other NEOs were Shawn Anderson, Melody Birmingham, William Jefferson and Michael Luhrs.
(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.
(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.
(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.
(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.
       
Adjustment To PEO Compensation, Footnote    
(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.
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
 
 
2024
 
 
$12,784,970
 
 
–
 
 
$8,266,041
 
 
+
 
 
$29,504,860
 
 
–
 
 
$0
 
 
+
 
 
$0
 
 
=
 
 
$34,023,789
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
$18,179,158
 
 
$11,325,702
 
 
$0
 
 
$0
 
 
$0
 
 
$0
 
 
$29,504,860
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount     $ 3,656,310 $ 2,869,181 $ 2,221,932 $ 2,491,010 $ 3,093,801
Non-PEO NEO Average Compensation Actually Paid Amount     $ 7,905,729 3,127,806 1,305,705 3,453,360 1,632,643
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
 
 
2024
 
 
$3,656,310
 
 
–
 
 
$2,010,094
 
 
+
 
 
$6,259,513
 
 
–
 
 
$0
 
 
+
 
 
$0
 
 
=
 
 
$7,905,729
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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
($)
 
 
2024
 
 
$4,053,320
 
 
$2,181,865
 
 
$0
 
 
$24,328
 
 
$0
 
 
$0
 
 
$6,259,513
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair values reported in this table are computed in accordance with FASB ASC Topic 718.
CEO and 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)
 
 
2024
 
 
Pension Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Pension Restoration Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Total
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Compensation Actually Paid vs. Total Shareholder Return    
CAP* versus Total Shareholder Return
The graph below represents the relationship between CAP to our CEO, the average CAP to our Non-CEO NEOs and Total Shareholder Return (TSR) for NiSource and the Dow Jones U.S. Utilities Index.
* 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.
       
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 Non-CEO NEOs’ CAP. The Company does not use Net Income to determine compensation and is not included in incentive plans.
        
Compensation Actually Paid vs. Company Selected Measure    
CAP versus Company Selected Measures: Adjusted EPS
The graph below shows the relationship between the Company’s net operating earnings per share and the CEO and Non-CEO NEOs’ CAP. 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.
        
Total Shareholder Return Vs Peer Group    
CAP* versus Total Shareholder Return
The graph below represents the relationship between CAP to our CEO, the average CAP to our Non-CEO NEOs and Total Shareholder Return (TSR) for NiSource and the Dow Jones U.S. Utilities Index.
* 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.
       
Tabular List, Table    
Company Selected Performance Measures
The following were the three most important performance measures as determined by the Company that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year. Adjusted EPS and RTSR are the only two financial measures used as part of the Company’s compensation programs and to link compensation actually paid and Company performance. Safety is the most important non-financial measure used to link compensation actually paid to Company performance.
 
 
 
 
Company Selected Performance Measures
 
 
Adjusted EPS
 
 
RTSR
 
 
Safety
 
 
 
 
        
Total Shareholder Return Amount     $ 157 109 109 106 85
Peer Group Total Shareholder Return Amount     $ 137 $ 110 $ 118 $ 117 $ 99
Company Selected Measure Amount | $ / shares     1.75 1.6 1.47 1.37 1.32
PEO Name Joseph Hamrock Lloyd Yates Lloyd Yates Lloyd Yates   Joseph Hamrock Joseph Hamrock
Pension Benefits Adjustments, Footnote     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)
 
 
2024
 
 
Pension Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Pension Restoration Plan
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
Total
 
 
$0
 
 
$0
 
 
$0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Equity Awards Adjustments, Footnote    
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
($)
 
 
2024
 
 
$18,179,158
 
 
$11,325,702
 
 
$0
 
 
$0
 
 
$0
 
 
$0
 
 
$29,504,860
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
$4,053,320
 
 
$2,181,865
 
 
$0
 
 
$24,328
 
 
$0
 
 
$0
 
 
$6,259,513
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair values reported in this table are computed in accordance with FASB ASC Topic 718.
       
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest     $ 845,000,000 $ 674,000,000 $ 792,000,000 $ 589,000,000 $ (14,000,000)
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EPS        
Non-GAAP Measure Description    
(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.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     RTSR        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Safety        
Lloyd Yates [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 12,784,970 9,216,680 7,113,506 0 0
PEO Actually Paid Compensation Amount     34,023,789 9,913,336 6,720,202 0 0
Joseph Hamrock [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     0 0 1,352,993 9,535,782 6,457,725
PEO Actually Paid Compensation Amount     0 $ 0 (3,953,194) $ 13,795,347 $ 2,329,180
PEO [Member] | Lloyd Yates [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (8,266,041)        
PEO [Member] | Lloyd Yates [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     29,504,860        
PEO [Member] | Lloyd Yates [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Lloyd Yates [Member] | Aggregate Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Lloyd Yates [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     18,179,158        
PEO [Member] | Lloyd Yates [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     11,325,702        
PEO [Member] | Lloyd Yates [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Lloyd Yates [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Lloyd Yates [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Lloyd Yates [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO [Member] | Joseph Hamrock [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO [Member] | Joseph Hamrock [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (5,306,187)    
PEO [Member] | Joseph Hamrock [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO [Member] | Joseph Hamrock [Member] | Aggregate Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO [Member] | Joseph Hamrock [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO [Member] | Joseph Hamrock [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         632,393    
PEO [Member] | Joseph Hamrock [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO [Member] | Joseph Hamrock [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         171,491    
PEO [Member] | Joseph Hamrock [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (6,110,071)    
PEO [Member] | Joseph Hamrock [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         $ 0    
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,010,094)        
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     6,259,513        
Non-PEO NEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Aggregate Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,053,320        
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,181,865        
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     24,328        
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Pension Plan Adjustments in Pension Plan [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Defined Benefit Plan, Service Cost     0        
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)     0        
Non-PEO NEO [Member] | Pension Plan Adjustments in Pension Restoration Plan [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Defined Benefit Plan, Service Cost     0        
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)     0        
Non-PEO NEO [Member] | Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO [Member] | Pension Adjustments Prior Service Cost [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0