Deborah Henretta
Director at NI
Board
About Deborah A. Henretta
Independent director of NiSource (NI), age 63, serving since 2015. She chairs the Nominating & Governance Committee, and serves on the Compensation & Human Capital and Executive Committees. Previously Group President roles at Procter & Gamble across Global e-Business, Global Beauty, and Asia; currently a partner at Council Advisors spearheading digital transformation for SSA & Company. The Board affirms all directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Group President, Global e-Business | Through 2015 | Led strategic planning, sales, marketing, e-business; multi-jurisdictional experience |
| Procter & Gamble | Group President, Global Beauty | 2012–2015 | P&L responsibility for multibillion businesses; inclusion/diversity focus |
| Procter & Gamble | Group President, P&G Asia | 2007–2012 | Government relations, customer service emphasis |
| Procter & Gamble | President, ASEAN/Australia/India | 2005–2007 | Regional leadership, regulatory environments |
| Council Advisors / SSA & Company | Partner; Senior Advisor (Digital Transformation) | Current | Board excellence and digital strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Eagle Outfitters, Inc. | Director | Since 2019 | Current public company directorship |
| Meritage Homes | Director | Since 2017 | Current public company directorship |
| Corning Incorporated | Director | Since 2013 | Current public company directorship |
| Staples, Inc. | Director | 2016–2017 | Former public company directorship |
| Syracuse University | Board of Trustees | Current | Non-profit/academic board role |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation & Human Capital; Member, Executive Committee .
- Independence: Board determined all directors except the CEO are independent under NYSE rules and Company guidelines .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; 92% of directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Separate Chair and CEO; independent Chair since 2006 with regular executive sessions of independent directors .
- Related-party/transactions: No transactions requiring disclosure between the Company and any director/nominee since Jan 1, 2024; N&G reviews conflicts and related-party transactions .
Fixed Compensation (Director)
| Item | Amount/Structure | Notes |
|---|---|---|
| Annual Director Retainer (2024) | $290,000 total | $116,000 cash + $174,000 RSUs; ~60% equity |
| Committee Chair Fee (2024) | $20,000 | Per standing committee chair; cash |
| Chair of the Board Additional Fee (2024) | $160,000 | Not applicable to Henretta; cash |
| Deborah Henretta – Cash Fees (2024) | $133,807 | Includes cash retainer and chair fees |
| Deborah Henretta – Stock Awards (2024) | $174,000 | ~6,042 RSUs at $28.80 per unit (grant 5/13/2024) |
| Deborah Henretta – Total (2024) | $307,807 | Sum of cash and equity awards |
| Charitable Match (2024) | $0 | No match reported for Henretta |
Performance Compensation (Director)
- Non-employee directors receive time-based RSUs (not performance-based PSUs or options); RSUs vest/payable at the earlier of the last day of the annual term or separation due to change-in-control, with pro-rata vesting for retirement, death, disability; dividends accrue prior to settlement; directors may defer RSUs .
- The Company does not grant stock options to directors (policy and practice); no repricing of options without stockholder approval .
Other Directorships & Interlocks
- Current public boards: American Eagle Outfitters (since 2019), Meritage Homes (since 2017), Corning Incorporated (since 2013). No related-party transactions disclosed with NiSource; N&G Committee oversees conflicts and independence .
Expertise & Qualifications
- Strategic leadership with 30+ years at P&G; multi-market P&L management across Asia and Global Beauty/e-Business; experience in regulatory environments and government relations .
- Digital transformation and board education (Board Excellence Program) experience; customer-centric operations and inclusion/diversity leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares (3/17/2025) | 6,046 | Less than 1% of outstanding; excludes RSUs unless distributable within 60 days |
| RSUs/Deferred Stock Units Outstanding (12/31/2024) | 66,273.420 | Director equity holdings as of fiscal year-end |
| Director Ownership Guideline | 5x annual cash retainer | Within five years; all non-employee director nominees comply or are within transition period |
| Anti-Hedging/Pledging | Prohibited | No hedging or pledging by directors; short sales/options prohibited |
Governance Assessment
- Positive signals: Independent status; chairs N&G (key oversight of governance, ESG, succession, conflicts); strong director compensation alignment (~60% equity) and ownership guidelines; anti-hedging/pledging policies; no related-party transactions disclosed .
- Engagement/attendance: Board and committee participation met Company expectations; broad governance highlights include majority voting with resignation policy and regular executive sessions .
- Compensation structure: Transparent director pay mix with modest chair fees; equity via RSUs supports long-term alignment without performance gaming; no options or repricing risk .
- RED FLAGS: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or attendance shortfalls in 2024 .