John McAvoy
Director at NI
Board
About John McAvoy
Independent director of NiSource since 2024; age 64. Retired Chair, President & CEO of Consolidated Edison, Inc. and Consolidated Edison Company of New York; previously President & CEO of Orange & Rockland Utilities and SVP of Central Operations at Con Edison of New York. Serves on NiSource’s Compensation & Human Capital Committee (C&HC) and Safety, Operations, Regulatory & Policy (SORP) Committee; classified independent (board states all directors are independent except the CEO) . Skills include leadership, engineering, financial and operations expertise across regulated utilities; extensive board and stakeholder oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consolidated Edison, Inc. | President & CEO | Dec 2013–Dec 28, 2020 | Led public utility; board oversight and stakeholder management |
| Consolidated Edison, Inc. | Director | Through May 2023 | Continued governance involvement post-CEO |
| Consolidated Edison, Inc. | Non-Executive Chairman | Jan 2021–Dec 2021 | Independent chair oversight |
| Consolidated Edison, Inc. | Chairman of the Board | May 2014–Dec 2020 | Chaired board during CEO tenure |
| Orange & Rockland Utilities, Inc. | President & CEO | Jan 2013–Dec 2013 | Led subsidiary operations |
| Con Edison of New York | SVP, Central Operations | Feb 2009–Dec 2012 | Operational leadership in core utility operations |
| Orange & Rockland | Chairman of the Board | Until Dec 2020 | Board leadership for subsidiary |
| NYSERDA | Director | Until 2018 | Energy policy and R&D oversight |
| Business Council of NY State | Director | Until 2016 | Business community engagement |
| Electricity ISAC (ESCC/I SAC) | Chairman, Members Executive Committee | Not specified | Sector resilience and information-sharing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrepid Sea, Air & Space Museum | Trustee | Until Dec 2023 | Museum governance |
| Manhattan College | Trustee | Until Oct 2023 | Academic institution governance |
| American Gas Association | Director/Trustee | Until Jan 2021 | Industry advocacy |
| Edison Electric Institute | Director/Trustee | Until Jan 2021 | Industry policy and best practices |
| Mayor’s Fund to Advance NYC | Director/Trustee | Until Jan 2021 | Civic engagement |
| Partnership for NYC | Director/Trustee | Until Jan 2021 | Business-community leadership |
| Electric Power Research Institute | Director/Trustee | Until Jan 2021 | Applied R&D governance |
Board Governance
- Committees: Member, Compensation & Human Capital (C&HC); Member, Safety, Operations, Regulatory & Policy (SORP) .
- Independence: Board states all directors are independent except the CEO; committees are comprised of independent directors .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committees; 92% of directors attended the 2024 annual meeting .
- Committee activity context: C&HC met 4 times (exec comp and human capital oversight); SORP met 5 times (safety/operations/regulatory oversight) .
- Interlocks: C&HC during 2024 included McAvoy (effective March 19, 2024); none of the C&HC members were Company officers/employees while serving; no cross-compensation committee interlocks with other issuers’ executive officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard) | $116,000 | Part of $290,000 director retainer (cash + RSUs) |
| Committee chair fee | $20,000 | Per standing committee chair, cash; not applicable to McAvoy in 2024 |
| Chair of the Board additional cash | $160,000 | Not applicable to McAvoy |
| 2024 fees earned by McAvoy | $89,855 | Prorated; joined Board effective March 19, 2024 |
Performance Compensation
| Equity Award (Directors) | Grant Date | Units | Grant-Date Fair Value | Vesting/Settlement | Dividends/Deferral |
|---|---|---|---|---|---|
| RSUs (annual) | May 13, 2024 | ~6,042 | $174,000 (at $28.80 per unit) | Payable at end of annual term or upon separation due to Change-in-Control; mid-term joiners vest on first anniversary; pro-rata vesting upon retirement, death or disability | RSUs accrue dividends; directors may elect deferral into DSUs, paid upon separation or chosen date |
- Mix: For 2024, directors’ annual retainer consisted of ~$116k cash and ~$174k RSUs; approx. 60% of retainer (excluding committee fees) in RSUs, aligning with long-term value .
Other Directorships & Interlocks
| Company | Role | Current/Former | Interlock Notes |
|---|---|---|---|
| Consolidated Edison, Inc. | Director; Non-Exec Chair; Chairman; President & CEO | Former (Director through May 2023) | No 2024 C&HC interlocks with other issuers’ executive officers; C&HC members (incl. McAvoy) not Company officers/employees while serving |
| Orange & Rockland Utilities, Inc. | Chairman; President & CEO | Former | Subsidiary leadership; no current interlock disclosed |
| NYSERDA; EPRI; AGA; EEI; civic organizations | Director/Trustee/member | Former | External stakeholder engagement roles |
Expertise & Qualifications
- Utility leadership: Decades in regulated utility operations and governance; former CEO and Chair at Con Edison and Orange & Rockland .
- Operations/engineering/financial acumen: Senior operational leadership (SVP Central Operations) and board oversight across safety, regulatory, and strategic planning .
- Stakeholder management: Experience with industry bodies (AGA, EEI, EPRI) and public-sector organizations supports policy and regulatory engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs/DSUs Outstanding (12/31/2024) | Notes |
|---|---|---|---|---|
| John McAvoy | 7,147 | <1% | 7,084.930 | Beneficial ownership excludes RSUs unless distributable within 60 days; RSUs/DSUs under Omnibus Plan accrue dividends; subject to director stock ownership guidelines |
| Director Stock Ownership Guideline | 5x annual cash retainer | — | — | Must be met within five years; all non-employee director nominees are in compliance or within transition period |
| Anti-Hedging Policy | Prohibits short sales and options on Company stock for directors and certain employees | — | — | Trading restrictions and blackout periods per Securities Transaction Compliance Policy |
Governance Assessment
- Positives: Independent director with deep regulated-utility leadership; member of C&HC and SORP committees central to human capital, safety, and regulatory oversight . Strong attendance norms and active committees (Board 10 meetings; C&HC 4; SORP 5) signal engagement . Director compensation mix weighted to RSUs (60% of retainer) and ownership guidelines (5x cash retainer within five years) align incentives with shareholders . Anti-hedging policy and clawback policies reduce risk and promote alignment; no related-party transactions requiring disclosure since Jan 1, 2024 .
- Watch items: No explicit pledging prohibition is detailed in the cited section; beneficial ownership is relatively modest (<1%), though consistent with guidelines and tenure (joined in 2024) . Not a committee chair; influence comes via membership rather than chair roles .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,855 |
| Stock Awards (RSUs grant-date fair value) | $174,000 |
| All Other Compensation | $0 |
| Total | $263,855 |
Board Committee Membership
| Committee | Member | Chair |
|---|---|---|
| Compensation & Human Capital (C&HC) | Yes | No |
| Safety, Operations, Regulatory & Policy (SORP) | Yes | No |
Related Party / Conflicts
- Policy: N&G Committee reviews insider/related-person transactions; prior review/ratification process defined .
- Disclosure: No transactions with any officer, director, or nominee since Jan 1, 2024 requiring SEC disclosure .
- Independence: C&HC members (including McAvoy) independent; no cross-compensation committee interlocks with other issuers’ executives in 2024 .
Engagement & Attendance
- Each incumbent director attended ≥75% of Board and committee meetings in 2024; Board met 10 times .
- 92% of directors attended the 2024 annual meeting of stockholders .
Compensation Structure Notes
- Standard retainer: $290,000 total ($116,000 cash; $174,000 RSUs); RSUs determined using closing price on grant date (6,042 units at $28.80 on May 13, 2024) .
- RSU vesting: End of annual term or upon separation due to change-in-control; mid-term joiners vest on first anniversary; pro-rata for retirement/death/disability; dividends accrue; optional deferral to DSUs .
- Committee chair fees: $20,000; Chair of the Board: $160,000 .
Human Capital & Pay Governance Context
- C&HC role: Establishes and oversees executive compensation objectives, approves performance measures/goals, reviews CEO/ELT compensation with independent consultant Meridian, oversees succession and talent management .
- Risk assessment: Annual comp risk review concludes programs not reasonably likely to have material adverse effect; stock ownership guidelines, performance-based LTI weight, clawbacks, and safety/operational metrics noted .
RED FLAGS
- None disclosed in proxy regarding related-party transactions, hedging, or compensation interlocks; no stock options granted to directors; anti-hedging policy in place .
- Pledging restrictions are not explicitly detailed in the cited anti-hedging section; monitor for future clarifications or disclosures .