Deborah Hersman
Director at NI
Board
About Deborah A. P. Hersman
Deborah A. P. Hersman (age 54) is an independent director of NiSource (director since 2019) with deep safety, regulatory, and policy expertise built across federal transportation safety leadership, nonprofit safety advocacy, and autonomous vehicle safety roles . She served as Chief Safety Officer at Waymo (2019–2020), was President & CEO of the National Safety Council (2014–2019), and chaired the National Transportation Safety Board (NTSB) after serving as an NTSB member (2004–2014) . In late 2024, she served briefly as Special Assistant to Senator Thomas Carper (Nov–Dec 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waymo LLC (Alphabet) | Chief Safety Officer & Advisor | Jan 2019–Dec 2020 | Led autonomous vehicle safety policies and practices |
| National Safety Council | President & CEO | 2014–2019 | Safety leadership across workplaces, roads, communities |
| NTSB | Chair; Board Member | Chair: 2009–2014; Member: 2004–2014 | Crisis navigation, safety policy; prior Senate staff role crafting Pipeline Safety Improvement Act of 2002 and bus/truck safety legislation |
| U.S. Senate Commerce, Science & Transportation Committee | Professional Staff | Pre-2004 | Pipeline safety legislation, new modal administration for bus/truck safety |
| U.S. Senate (Office of Sen. Thomas Carper) | Special Assistant | Nov–Dec 2024 | Short-term advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONE Gas (NYSE: OGS) | Director | Appointed Jun 29, 2023 | Natural gas utility board seat |
| Velodyne (NASDAQ: VLDR) | Director (prior) | Not specified | Past public company board service |
Board Governance
- Independence: Board has affirmatively determined all directors other than the CEO are independent under NYSE standards; Hersman is listed as an independent director .
- Committees: Safety, Operations, Regulatory & Policy (SORP); Finance .
- Chair roles: None; SORP chaired by William D. Johnson; Finance chaired by Michael E. Jesanis .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; 92% of directors attended the 2024 Annual Meeting. In 2023, the Board met 12 times with each director attending at least 75%, and all then-serving directors attended the Annual Meeting .
- Executive sessions and governance practices: Separate Chair/CEO, majority voting, proxy access, regular executive sessions, annual evaluations, strong risk/strategy oversight, anti-hedging/pledging by directors, and compensation recoupment policies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (standard) | $110,000 for non-employee directors | $116,000 for non-employee directors |
| Committee Chair Fee (if applicable) | $20,000 per standing committee (not applicable to Hersman) | $20,000 per standing committee (not applicable to Hersman) |
| Chair of the Board Additional Fee | $160,000 (not applicable to Hersman) | $160,000 (not applicable to Hersman) |
| Deborah A. P. Hersman – Fees Earned | $110,000 | $113,807 |
| Deborah A. P. Hersman – All Other Compensation (charitable match) | $3,000 | $6,500 |
| Director Stock Ownership Guideline | 5x annual cash retainer within 5 years; all nominees in compliance or within transition period | 5x annual cash retainer within 5 years; all nominees in compliance or within transition period |
Performance Compensation
| Component | Description | Vesting/Terms |
|---|---|---|
| Annual RSUs (Directors) | Equity portion of retainer granted as RSUs; approx. 60% of retainer value | Pays in shares at end of director’s annual term or upon separation/CIC per plan; accrues dividends; pro-rata vesting for retirement/death/disability |
| 2023 RSU Grant Details | $165,000, ~6,031 RSUs at $27.36 (May 23, 2023) | Standard director RSU terms |
| 2024 RSU Grant Details | $174,000, ~6,042 RSUs at $28.80 (May 13, 2024) | Standard director RSU terms |
Note: Directors do not receive performance-based option/PSU awards; NiSource does not currently grant stock options and prohibits option repricing without stockholder approval .
Other Directorships & Interlocks
| Company | Industry Overlap with NiSource | Interlock/Conflict Notes |
|---|---|---|
| ONE Gas (OGS) | Natural gas utility | Board independence affirmed; NiSource reports no related party transactions requiring disclosure since Jan 1, 2024/2023, and reviews conflicts via N&G/ESN&G Committee. No Hersman-specific related-party transactions disclosed . |
| Velodyne (VLDR) | Sensors/LiDAR | Prior service; no related-party transactions disclosed . |
Expertise & Qualifications
- Safety and crisis management: Former NTSB Chair; National Safety Council CEO; autonomous vehicle safety lead at Waymo .
- Regulatory and policy: Crafted pipeline safety legislation and bus/truck safety administration in prior Senate staff role .
- Utility-sector governance: SORP and Finance committee roles align with operational safety oversight and capital/financial risk management .
- Independence and governance: Adheres to anti-hedging/pledging policies; robust board governance framework .
Equity Ownership
| Metric | Mar 18, 2024 | Mar 17, 2025 |
|---|---|---|
| Beneficial Shares Owned | 14,660 | 24,508 |
| RSUs/Deferred Stock Units Outstanding (director awards) | 30,282.398 outstanding as of Dec 31, 2023 | 37,479.845 outstanding as of Dec 31, 2024 |
| Shares Outstanding (reference for % ownership) | 448,187,873 | 470,605,438 |
| Ownership as % of Shares Outstanding (computed) | ~0.0033% (14,660 / 448,187,873) using cited figures | ~0.0052% (24,508 / 470,605,438) using cited figures |
| Hedging/Pledging | Prohibited for directors under NiSource policy | |
| Stock Ownership Guideline | 5x cash retainer within 5 years; nominees in compliance or within transition period |
Governance Assessment
- Alignment: Director pay is balanced between cash and equity with majority equity via RSUs that settle in stock, strengthening alignment with shareholders; no stock options granted to directors .
- Independence and committee effectiveness: Hersman’s SORP and Finance roles fit her safety and policy background, supporting Board oversight of operational risk and capital allocation; Board independence affirmed for all directors except CEO .
- Attendance/engagement: Board-level disclosure indicates strong engagement (≥75% attendance for all directors, high annual meeting attendance) though individual attendance rates are not disaggregated .
- Conflicts/related-party: No related-party transactions were disclosed by NiSource for directors/officers in the relevant period; the N&G committee annually reviews potential conflicts under formal policies .
- RED FLAGS: None disclosed relating to related-party transactions, hedging/pledging, or director-specific compensation anomalies. Monitor potential industry interlocks (e.g., ONE Gas) for ordinary-course interactions, though independence is affirmed and no transactions disclosed .