Eric Butler
Director at NI
Board
About Eric L. Butler
Eric L. Butler, age 64, has served as an independent director of NiSource since 2017 and currently chairs the Compensation and Human Capital (C&HC) Committee while also serving on the Audit and Executive Committees . He is President & CEO of Aswani-Butler Investment Associates and previously held senior roles at Union Pacific Corporation across finance, supply chain, commercial leadership, and corporate administration until his retirement in 2018 . The Board has affirmatively determined that, except for the CEO, all directors (including Mr. Butler) are independent under NYSE and company guidelines . His background emphasizes strategic and financial planning, commercial operations, human resources, and regulated-industry governance—capabilities directly applicable to a regulated utility board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | Executive Vice President, Chief Administrative Officer & Corporate Secretary | 2017–Feb 2018 | Led corporate governance, HR, labor relations, and administration |
| Union Pacific Corporation | EVP Marketing & Sales, Chief Commercial Officer | 2012–2017 | Ran worldwide commercial business |
| Union Pacific Corporation | VP & GM, Industrial Products Business | 2005–2012 | Commercial leadership in industrial products |
| Union Pacific Corporation | VP & GM, Automotive Business | 2003–2005 | Commercial leadership in automotive |
| Union Pacific Corporation | VP, Purchasing & Supply Chain | 2000–2003 | Oversaw supply, procurement, purchasing |
| Union Pacific Corporation | VP, Financial Planning & Analysis | 1997–2000 | Led FP&A |
| Union Pacific Corporation | Various leadership roles (finance, accounting, marketing/sales, supply, operations research/planning, HR) | 1986–1997 | Broad cross-functional leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Eastman Chemical Company | Director | Joined 2022 | Current public company board |
| West Fraser Timber Co. Ltd. | Director | Joined 2023 | Current public company board |
| Omaha Airport Authority | Board Member | Since 2007 | Public authority board |
| Federal Reserve Bank of Kansas City, Omaha Branch | Director; Chair | 2015–2020 (Chair in 2018) | Federal Reserve regional governance |
Board Governance
- Current NI committees: C&HC Committee (Chair), Audit Committee, Executive Committee .
- Independence: Board determined all directors (other than the CEO) are independent under NYSE and company standards; committees comprised of independent directors .
- Attendance and engagement: The Board met 10 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; 92% of directors attended the 2024 annual meeting .
- Committee workload signals: Audit Committee met 9 times; C&HC Committee met 4 times in 2024, indicating active oversight on financial reporting and human capital/compensation .
- C&HC Committee report: The C&HC Committee (Butler, Chair; Bunting; Henretta; McAvoy) recommended inclusion of the CD&A in the proxy and 10-K, evidencing direct engagement with pay design and disclosure .
Fixed Compensation
| Year | Cash Retainer and Chair Fees ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 130,000 | 0 | Cash includes Board and any chair fees |
| 2024 | 133,807 | 0 | Cash includes annual retainer and chair fee (committee chair fee set at $20,000 for standing committees) |
| 2024 Program Detail | 116,000 (cash component of $290,000 annual retainer) | — | Committee chair fee $20,000; Board Chair additional $160,000 (not applicable to Butler) |
Performance Compensation
| Year | Equity Award Type | Grant Date | Number of Units/Shares | Grant-Date/Reported Price or Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|---|
| 2023 | RSUs (director annual grant) | May 23, 2023 | ~6,031 | $165,000 fair value; $27.36 per unit | RSUs generally settle at end of the director’s annual term or upon separation due to a Change-in-Control; pro-rata vesting on retirement, death, disability; dividends accrue; optional deferral to separation/selected date |
| 2024 | RSUs (director annual grant) | May 13, 2024 | ~6,042 | $174,000 fair value; $28.80 per unit | Same as above |
| 2025 | Common Stock (Form 4 award) | May 12, 2025 | 4,541 | $38.32 (Form 4 reported) | Form 4 award; post-transaction holdings 63,751.695 shares |
Director equity is time-based; no performance metrics (TSR, EBITDA, etc.) are disclosed for director RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Eastman Chemical Company | Public | Director (since 2022) | Current external public board; no NI related-party transactions disclosed |
| West Fraser Timber Co. Ltd. | Public | Director (since 2023) | Current external public board; no NI related-party transactions disclosed |
| Omaha Airport Authority | Public Authority | Board Member (since 2007) | Public sector role |
Expertise & Qualifications
- Strategic/financial planning; commercial leadership; procurement/supply chain; HR/labor; corporate governance from Union Pacific senior roles .
- Regulated-industry experience; understanding of safety, infrastructure, and regulatory challenges relevant to utilities .
- Committee leadership at NI as C&HC Chair; participation in Audit and Executive Committees .
Equity Ownership
| Category | Amount | As-Of / Source | Notes |
|---|---|---|---|
| Common shares beneficially owned | 59,211 | March 17, 2025; Security Ownership Table | Less than 1% of outstanding; excludes RSUs unless distributable within 60 days |
| RSUs/Deferred Stock Units outstanding | 6,135.082 | December 31, 2024 | Director equity; time-based settlement |
| Options outstanding | 0 | March 17, 2025 | None outstanding for directors/NEOs |
| Post-Form 4 holding (latest) | 63,751.695 | May 12, 2025; Form 4 | After 4,541-share award at $38.32 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2023-05-25 | 2023-05-23 | Award (A) | 6,031 | 27.36 | 52,798.112 | https://www.sec.gov/Archives/edgar/data/1111711/000112760223016882/0001127602-23-016882-index.htm |
| 2024-05-15 | 2024-05-13 | Award (A) | 6,042 | 28.80 | 59,018.142 | https://www.sec.gov/Archives/edgar/data/1111711/000112760224015467/0001127602-24-015467-index.htm |
| 2025-05-14 | 2025-05-12 | Award (A) | 4,541 | 38.32 | 63,751.695 | https://www.sec.gov/Archives/edgar/data/1111711/000112760225014306/0001127602-25-014306-index.htm |
Governance Assessment
- Alignment and independence: Butler is an independent director with significant utility-relevant operating and governance experience; equity-heavy director pay (~60% of annual retainer in RSUs) and stock ownership guidelines (5x annual cash retainer within five years) support alignment; all non-employee nominees are in compliance or within transition .
- Committee leadership and engagement: As C&HC Chair and Audit Committee member, he sits on two of the most active committees (Audit met 9x; C&HC 4x in 2024), and signed the C&HC Committee report recommending the CD&A, signaling active oversight of pay and human capital risk .
- Pay structure stability: Year-over-year, Butler’s equity award increased from $165,000 (2023) to $174,000 (2024), consistent with program changes; cash compensation was $130,000 (2023) vs $133,807 (2024), reflecting chair responsibilities and program parameters .
- Ownership and trading practices: Beneficial ownership of 59,211 shares as of March 17, 2025 plus outstanding RSUs/DSUs; NI prohibits directors from hedging via short sales and options, reducing misalignment risk .
- Conflicts and related parties: The proxy reports no related-person transactions since Jan 1, 2024; N&G oversees conflict reviews and related-party policies, reducing conflict risk .
- Attendance: Board-wide attendance thresholds met (≥75% by each incumbent); 92% director attendance at the 2024 annual meeting—no attendance red flags disclosed for Butler individually .
RED FLAGS to Monitor
- Multiple public company boards (Eastman Chemical; West Fraser) increase time commitments; while no related-party transactions are disclosed, investors should continue to monitor for potential commercial overlaps or emerging interlocks that could pose conflicts .
- As C&HC Chair, Butler is central to executive pay design; any adverse say‑on‑pay outcomes or material shifts toward guaranteed or non-performance-based executive pay would be governance watchpoints (committee independence affirmed; current CD&A recommended by his committee) .
Director Compensation (Detail Reference)
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual retainer | $290,000 total: $116,000 cash + $174,000 RSUs | Paid quarterly in arrears; ~60% equity |
| Committee chair fee | $20,000 (standing committees) | Additional to retainer |
| Equity grant mechanics | RSUs valued by closing price on grant date (e.g., 6,042 RSUs at $28.80 = $174,000 on May 13, 2024) | Time-based settlement; pro‑rata vesting on retirement, death, disability; dividends accrue; deferral optional |
Compensation Structure Analysis
- Mix shift: Director equity grant value increased to $174,000 in 2024 from $165,000 in 2023; Butler’s cash moved modestly ($130,000 in 2023 to $133,807 in 2024), keeping a largely stable cash/equity mix with equity at ~60% of retainer—supportive of long-term alignment .
- Program discipline: No stock options are currently granted under equity programs; clawback policy applicable to executives is in place, reinforcing overall pay governance; director RSUs are time-based (no performance metrics) .
Policies, Controls, and Risk Oversight (Context)
- Anti-hedging policy: Directors are prohibited from short sales and transactions in options on company securities; trading windows apply; policy filed as 10‑K Exhibit 19.1 (Feb 12, 2025) .
- Committee independence: All C&HC members are independent and qualify as non‑employee directors under Rule 16b‑3 .
- Audit oversight: Audit Committee independence affirmed; robust meeting cadence and scope (financial reporting, internal control, risk) .
Summary Implications for Investors
- Strong board role and independence, coupled with equity‑heavy director compensation and stock ownership guidelines, indicate solid alignment and governance posture for Butler’s role at NI .
- Active committee workload (Audit and C&HC) and formal reporting responsibilities suggest meaningful engagement in core oversight areas (financial reporting, human capital, and pay design) .
- No related-party transactions and anti‑hedging controls reduce conflict and misalignment risks; continue monitoring external board time commitments and any emerging interlocks .