Cassandra Lee
Director at NI
Board
About Cassandra S. Lee
Cassandra S. Lee, age 56, has served as an independent director of NiSource since 2022 and is designated an “audit committee financial expert” under SEC rules. She is currently SVP and CFO for AT&T’s Mobility and Consumer Wireline Segments (since 2024), formerly AT&T’s Chief Audit Executive (2021–2024) and SVP & CFO, AT&T Network, Technology and Capital Management (2018–2021); she is a CPA and a U.S. Army veteran . She is independent (all directors other than the CEO are independent) and serves on the Audit and Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | SVP & CFO, Mobility and Consumer Wireline Segments | 2024–present | Financial leadership for major operating segments |
| AT&T Inc. | Chief Audit Executive | 2021–2024 | Oversight of internal audit, controls, risk |
| AT&T Inc. | SVP & CFO, Network, Technology & Capital Management | 2018–2021 | Capital planning, network capacity, finance |
| U.S. Army | Veteran | n/a | Service background (discipline, leadership) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Andretti Acquisition Corp. II | Director | Current (as of 2025 proxy) | Public company directorship |
| Andretti Acquisition Corp. | Director; Audit Committee Chair | Prior | Chaired audit committee |
| National Urban League | Trustee | Current | Non-profit board role |
Board Governance
- Committee assignments and expertise: Lee serves on the Audit Committee and Finance Committee; she is designated an Audit Committee Financial Expert by the Board .
- Independence: All directors are independent except the CEO; Audit Committee members (including Lee) meet NYSE/SEC independence standards .
- Attendance and engagement:
- 2024: Board met 10 times; each incumbent director attended at least 75% of Board and relevant committee meetings; 92% of directors attended the 2024 annual meeting .
- 2023: Board met 12 times; each incumbent director attended at least 75%; all then‑serving directors attended the 2023 annual meeting .
- Committee workload:
- Audit Committee met nine times in 2024, reflecting elevated oversight of reporting, ICFR, and risk .
- Finance Committee met five times in 2024 (capital structure, budgets, risk oversight) .
Fixed Compensation
- Director pay structure (2024): Annual retainer $290,000 (cash $116,000; RSUs $174,000). Committee chair fee $20,000; Board Chair additional $160,000. About 60% of the retainer is delivered in RSUs; fees paid quarterly in arrears .
- Stock ownership guideline: Non‑employee directors must hold stock equal to 5x the annual cash retainer within five years; all nominees are compliant or within the transition period .
| 2024 Director Compensation (USD) | Cash Fees | Stock Awards (Grant-Date Fair Value) | All Other Comp (Charitable Match) | Total |
|---|---|---|---|---|
| Cassandra S. Lee | $113,807 | $174,000 (RSUs) | $12,500 | $300,307 |
Notes: All Other Compensation reflects donations matched by the NiSource Charitable Foundation (up to $10,000 annually with carryover of unused match) .
Performance Compensation
- Annual equity grant: On May 13, 2024, each non‑employee director received RSUs valued at $174,000, equal to ~6,042 RSUs at $28.80 per unit (close price on grant date) .
- Vesting and settlement: RSUs are settled in common stock at the earlier of (a) last day of the one‑year director term for which awarded or (b) separation from the Board due to a Change‑in‑Control; new directors vest on the first anniversary of the initial grant; pro‑rata vesting applies for retirement, death, or disability; dividends accrue prior to settlement; directors may elect to defer into deferred stock units until separation or a specified date .
| RSU Grant Details (2024) | Grant Date | Approx. Units | Grant-Date Value | Vesting/Settlement | Deferrals |
|---|---|---|---|---|---|
| Non‑employee Director RSUs | May 13, 2024 | ~6,042 units | $174,000 | Term-end or CIC separation; pro‑rata on retirement/death/disability | Optional deferral until separation or elected date |
No stock options are outstanding for directors under the 2010/2020 plans as of year‑end 2024 .
Other Directorships & Interlocks
| Company/Organization | Position | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Andretti Acquisition Corp. II | Director | n/a | Public SPAC directorship |
| Andretti Acquisition Corp. | Director | Audit Committee Chair | SPAC; prior service |
| National Urban League | Trustee | n/a | Non‑profit; no NI conflict disclosed |
No related‑party transactions requiring disclosure since January 1, 2024 (company‑wide statement) .
Expertise & Qualifications
- Financial and audit leadership: Former AT&T Chief Audit Executive; designated Audit Committee Financial Expert; CPA .
- Operational breadth: Telecom retail operations, distribution strategy, global supply chain, M&A and integration, capital management, network/capacity planning, shared services .
- Public company oversight: SPAC audit chair experience; strengthens financial oversight on NI’s Board .
- Service background: U.S. Army veteran .
Equity Ownership
- Beneficial ownership (common shares):
- 7,183 shares as of March 18, 2024 (less than 1%) .
- 19,997 shares as of March 17, 2025 (less than 1%) .
- Outstanding director equity awards (unsettled RSUs/DSUs): 19,857.003 units as of December 31, 2024 .
- Options: None outstanding for directors as of year‑end 2024 (and ownership tables note no director options outstanding at cut‑off dates) .
| Ownership Snapshot | 2024-03-18 | 2024-12-31 | 2025-03-17 |
|---|---|---|---|
| Beneficial Shares | 7,183 | — | 19,997 |
| RSUs/Deferred Stock Units Outstanding | — | 19,857.003 | — |
| Stock Options Outstanding | None | None | None |
Governance Assessment
- Strengths
- Independent director; Audit Committee Financial Expert; sits on Audit and Finance—strong fit for a regulated utility with significant capex and rate case exposure .
- High engagement signals: Audit Committee met 9x in 2024; Board met 10x; each director met 75%+ attendance thresholds; high annual meeting attendance .
- Pay alignment: ~60% of retainer in RSUs; robust stock ownership guideline (5x cash retainer) with compliance/transition status disclosed .
- No related‑party transactions disclosed in the period, reducing conflict risk .
- Watch items (not red flags)
- Senior operating role at AT&T while serving on NI’s Board—no related‑party transactions disclosed, but any future material commercial relationships would be reviewed under NI’s related‑person policy .
- Compensation structure
- Standard, market‑aligned non‑employee director pay: $116k cash + $174k RSUs; no options; RSU vesting and deferral mechanics are transparent .
RED FLAGS: None disclosed regarding related‑party transactions, pledging, option repricings, or attendance shortfalls for the covered periods .