Kevin Kabat
Chair of the Board at NI
Board
About Kevin T. Kabat
Independent Chair of the Board at NiSource (NI), age 68, director since 2015. Former CEO of Fifth Third Bancorp with deep experience in regulated industries, risk management, financial reporting, internal controls and capital markets. Serves on NiSource’s Nominating & Governance Committee and chairs the Executive Committee; as Board Chair he is invited to attend all other committee meetings. The board deems all directors (except the CEO) independent; Kabat is the Independent Chair of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Chief Executive Officer | Apr 2007–Nov 2015 | Led a large regulated financial institution; experience across strategic planning, risk management, financial reporting and internal controls . |
| Fifth Third Bancorp | Vice Chair of the Board | Until Apr 2016 | Continued board leadership post-CEO . |
| Fifth Third Bancorp | President | Jun 2006–Sep 2012 | Operating leadership in a regulated environment . |
| Fifth Third Bancorp | Executive Vice President | Dec 2003–Jun 2006 | Senior executive responsibilities . |
| Fifth Third Bank (Michigan) | President & CEO | Prior to roles above | Bank leadership within regulated industry . |
| Old Kent Bank | Vice Chair & President | Pre-2001 (acquired 2001) | Leadership prior to acquisition by Fifth Third Bancorp . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Unum Group | Director; Chair of the Board | Director since 2008 | Current public company chair role . |
| Crown Castle Inc. | Director | Aug 1, 2023 | Current public company directorship . |
| AltiGlobal Inc. | Chair of the Board | Jan 2023–Aug 2023 | Prior chair role . |
| E*TRADE Financial Corporation | Lead Independent Director | Prior service | Prior public company leadership role . |
Board Governance
- Current NiSource assignments: Independent Chair of the Board; member, Nominating & Governance (N&G) Committee; Chair, Executive Committee; invited to all committee meetings by virtue of Board Chair role .
- Committee structure and independence: All board committees comprise independent directors; all directors independent except CEO; Kabat is specifically identified as Independent Chair .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during periods served; 92% of directors attended the 2024 Annual Meeting .
- N&G scope includes evaluating independence and potential conflicts, related‑party reviews, ESG oversight, and board/committee self-evaluations; it met five times in 2024 .
- Compensation governance: The N&G committee annually reviews non‑employee director pay with an independent consultant (Meridian); regular executive sessions of independent directors are a governance practice .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director retainer policy (cash + equity) | $110,000 cash + $165,000 RSUs (total $275,000) | $116,000 cash + $174,000 RSUs (total $290,000) |
| Chair of the Board additional annual cash fee (policy) | $160,000 | $160,000 |
| Committee chair fee (policy) | $20,000 per standing committee | $20,000 per standing committee |
| Kevin T. Kabat – Fees Earned or Paid in Cash | $270,000 | $273,807 |
| Kevin T. Kabat – All Other Compensation | $0 | $0 |
Notes:
- Fees earned include annual cash retainer plus chair fees (and any applicable committee chair fees, if any) paid during the year; Kabat is Board Chair and Executive Committee Chair .
- “All Other Compensation” for directors reflects charitable match program; Kabat recorded $0 in 2023 and 2024 .
Performance Compensation
Directors receive time-based RSUs (no performance metrics). RSUs generally settle in shares at the end of the annual term or upon certain separation events; pro‑rata vesting for retirement, death, disability; dividends accrue prior to settlement; directors may elect deferral to receive deferred stock units upon separation or a specified date .
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual grant date | May 23, 2023 | May 13, 2024 |
| Grant value (per director) | $165,000 | $174,000 |
| Units granted (approx.) | ~6,031 RSUs at $27.36 closing price | ~6,042 RSUs at $28.80 closing price |
| Kevin T. Kabat – Stock Awards (grant-date fair value) | $165,000 | $174,000 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Unum Group | Public | Chair of the Board | Distinct industry (insurance); no disclosed related‑party transactions with NiSource . |
| Crown Castle Inc. | Public | Director | Distinct industry (communications infrastructure); no disclosed related‑party transactions with NiSource . |
- Compensation & Human Capital Committee interlocks: None disclosed for the 2024 C&HC Committee members; none had ever been officers/employees of NiSource while serving; no cross‑director/officer interlocks reported .
Expertise & Qualifications
- Regulated industry CEO experience; strategic planning, risk management, financial reporting, internal controls, capital markets; broad corporate governance perspective from leadership roles on other public company boards .
Equity Ownership
| Holding Detail | Kevin T. Kabat |
|---|---|
| Beneficially owned common shares (3/17/2025) | 57,974 (<1%) |
| Outstanding RSUs/Deferred Stock Units (12/31/2024) | 6,135.082 units |
| Options outstanding | 0 (none for any directors/NEOs as of 3/17/2025) |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer within five years; all nominees are compliant or within the transition period |
| Hedging/Pledging | Hedging and pledging by directors prohibited under policy; anti‑hedging noted and “no hedging or pledging” listed as a governance practice |
Governance Assessment
- Board effectiveness and independence: Kabat serves as Independent Chair, providing separation from the CEO position and is invited to attend all committee meetings, supporting oversight and information flow; committees are fully independent; regular executive sessions further strengthen oversight .
- Engagement and attendance: The Board met 10 times in 2024 and every incumbent director met the 75% attendance threshold; 92% attended the 2024 annual meeting, signaling engagement .
- Pay structure and alignment: Director pay uses a balanced cash/equity mix with ~60% of the annual retainer in RSUs and additional role-based fees (e.g., Board Chair $160k); oversight by an independent consultant (Meridian) and ownership guidelines (5x cash retainer) support alignment with shareholders .
- Conflicts/related parties: N&G oversees independence and related‑party transactions; no Kabat-specific related‑party transactions are disclosed; anti‑hedging/pledging policies mitigate alignment risks .
- Shareholder confidence signals: Recent Say‑on‑Pay support exceeded 96% in 2024, suggesting broad investor support for compensation governance; C&HC interlocks not present .
Director Compensation Summary (Kevin T. Kabat)
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $270,000 | $273,807 |
| Stock Awards (RSUs) | $165,000 | $174,000 |
| All Other Compensation | $0 | $0 |
| Total | $435,000 | $447,807 |
RED FLAGS (None disclosed)
- No hedging/pledging by directors; no options outstanding; attendance thresholds met; independent chair structure; no C&HC interlocks disclosed; no Kabat‑specific related‑party transactions disclosed .