Kimberly Cuccia
Executive Vice President, General Counsel and Corporate Secretary at NI
Executive
About Kimberly Cuccia
Kimberly S. Cuccia is Executive Vice President, General Counsel and Corporate Secretary at NiSource, overseeing all legal and compliance functions; she joined NiSource in 2008 and has served in progressively senior legal leadership roles. She is 41 and has served as General Counsel since April 2022, with prior appointments as Interim General Counsel and Corporate Secretary (Dec 2021–Apr 2022), Vice President & Deputy General Counsel – Regulatory (Jan–Dec 2021), and General Counsel of Columbia Gas of Massachusetts and NiSource Corporate Services Company (2019–2020) . Cuccia holds a BBA from the University of Florida and a JD from Valparaiso University; she chairs the American Gas Association’s Executive Legal Committee, participates in the Leadership Council on Legal Diversity (since 2021), and serves on OhioHealth’s Grant Hospital Foundation Board . Under her executive tenure, NiSource delivered 2024 Adjusted EPS of $1.75, 9.4% growth vs. 2023, and TSR of 43.5%—second in the industry for the year—driving a 189% STI scorecard outcome and a 190% PSU payout for the 2022–2024 cycle .
Company performance context:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $5,347,800,000* | $5,282,900,000* |
| EBITDA ($USD) | $2,092,500,000* | $2,391,300,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NiSource Inc. | Executive Vice President, General Counsel & Corporate Secretary | 2025–present | Leads legal and compliance for the enterprise . |
| NiSource Inc. | Senior Vice President, General Counsel & Corporate Secretary | Apr 2022–Jan 2025 | Oversaw legal and compliance during multi-year operating and capital execution . |
| NiSource Inc. | Vice President, Interim General Counsel & Corporate Secretary | Dec 2021–Apr 2022 | Transition leadership of legal function; ensured continuity . |
| NiSource Corporate Services Co. | Vice President & Deputy General Counsel, Regulatory | Jan–Dec 2021 | Advanced regulatory legal strategy across utilities . |
| Columbia Gas of Massachusetts & NiSource Corporate Services Co. | Vice President & General Counsel | 2019–2020 | Led Columbia Gas legal; drove safety management system deployment and served as chief counsel for Columbia Gas Companies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Gas Association | Chair, Executive Legal Committee | Ongoing | Industry-wide legal leadership and standards influence . |
| Leadership Council on Legal Diversity (LCLD) | Member | Since 2021 | Talent pipeline and DEI leadership within legal community . |
| OhioHealth Grant Hospital Foundation Board | Board Member | Ongoing | Community health governance and stakeholder engagement . |
Fixed Compensation
- Detailed cash compensation (base salary, target bonus, actual bonus) for Cuccia is not disclosed in the proxy (she is an executive officer but not a Named Executive Officer). NiSource discloses NEO cash comp and policies only for NEOs .
- Executive leadership is eligible to participate in NiSource’s Deferred Compensation Plan (5–80% deferral of base and/or STI) and Savings Restoration Plan; contributions are fully vested and mirror qualified plan options .
Performance Compensation
2024 Short-Term Incentive (STI) Scorecard
| Metric | Target | Actual | Weight | Result as % of Target | Weighted % Achievement |
|---|---|---|---|---|---|
| Adjusted EPS | $1.72 | $1.75 | 70% | 200% | 140% |
| Operational Excellence (index) | 1 | 0 | 10% | 200% | 20% |
| Safety – DART | 0.57 | 0.59 | 5% | 67% | 3.33% |
| Safety – PVC | 1.46 | 1.35 | 5% | 173% | 8.67% |
| Customer Satisfaction | 71.50% | 72.80% | 10% | 165% | 17% |
| Overall STI Scorecard Result | — | — | — | — | 189% |
- Committee applied individual performance modifiers; company highlighted 9.4% Adjusted EPS growth vs. 2023 and TSR of 43.5% (second in the industry) in determining CEO and NEO payouts .
2024 PSU Design (three-year performance ending Dec 31, 2026)
| Performance Measure | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| Three-Year Cumulative Adjusted EPS | 55% | $5.42 | $5.53 | $5.64 |
| Relative TSR (percentile vs 32-peer group) | 25% | 30th | 50th | 80th |
| Operational Excellence & Safety (annual index 3-year avg) | 10% | As defined | As defined | As defined |
| Employee Engagement Index | 5% | 80% | 82% | 84% |
| Environmental: GHG Emission Reduction | 5% | Program level | Program level | Program level |
- Vesting: Annual PSUs and RSUs granted in 2024 vest at end of service/performance periods in late February 2027 (double-trigger vesting in CIC if awards are assumed; vest at CIC if not assumed) .
- Final settlement for 2022–2024 PSUs paid at 190% of target (EPS and rTSR outcomes plus modifiers) .
Equity Ownership & Alignment
| Policy/Guideline | Detail |
|---|---|
| Executive stock ownership guidelines | CEO: 6x base salary; Executive Vice President: 3x base salary; SVP: 2x base salary; five-year compliance window; until met, EVP/CEO must hold at least 50% of vested shares . |
| Anti-hedging/pledging | Hedging, pledging, short sales, and derivative transactions prohibited for directors and executive officers . |
| Trading windows | Blackout periods around quarter-ends and at GC discretion; trading only permitted outside blackout and in compliance with policy . |
| Options usage | Company does not currently grant stock options; equity is primarily RSUs/PSUs . |
| Beneficial ownership disclosure | Individual holdings disclosed for directors and NEOs; group holdings for all directors & executive officers total 1,117,856 shares as of March 17, 2025; no options outstanding . |
Insider activity: Attempt to fetch Form 4 data for Kimberly Cuccia encountered an authorization error; we searched the insider-trades skill for NI and “Cuccia” from 2020–2025 but the API returned 401 Unauthorized. We can re-run this to quantify any RSU tax-withholding sales around standard vest dates once access is restored.
Employment Terms
| Topic | NiSource Executive Policy (as disclosed) |
|---|---|
| Executive Severance Policy | For eligible executives at certain job levels (includes NEOs): 52 weeks of base salary; lump sum equal to 130% of 52 weeks of COBRA premiums; outplacement services; no severance if termination occurs in connection with a Change-in-Control . |
| Change-in-Control (CIC) Agreements | Double-trigger required (CIC plus qualifying termination). Lump sum of 2x base salary and target annual bonus (3x for CEO); pro rata target bonus for year of termination; “best net benefit” cutback—no excise tax gross-up . |
| Equity treatment at CIC | If awards are assumed/replaced by acquirer: double-trigger accelerates upon qualifying termination post-CIC; if not assumed: vest at CIC . |
| Clawbacks | Clawback in Omnibus Plan for misconduct causing restatement; standalone executive recoupment policy per SEC Rule 10D-1 and NYSE standards to recover excess incentive comp due to restatement . |
| Perquisites | Limited; company does not tax gross-up perquisites or CIC benefits; NEO perquisite examples include financial planning/tax services (CEO: limited aircraft personal use) . |
Investment Implications
- Alignment and retention: Strong pay-for-performance design anchored to Adjusted EPS, rTSR, safety, customer metrics; multi-year RSU/PSU vesting through early 2027 supports retention and aligns with shareholder outcomes; anti-hedging/pledging and ownership guidelines strengthen alignment .
- Change-in-control economics: Double-trigger with 2x cash multiple (3x CEO), pro rata bonus, and equity acceleration only if not assumed or upon post-CIC termination; absence of excise tax gross-up reduces shareholder-unfriendly risk .
- Performance track record: 2024 STI at 189% of target, 9.4% Adjusted EPS growth, TSR 43.5% (second in industry), and 190% PSU payout for 2022–2024 point to robust execution momentum—positive for incentive realizations and organizational stability .
- Trading signals: Hedging/pledging bans and blackout windows diminish speculative trading risk; watch for administrative Form 4 transactions (e.g., tax withholding on vest dates typical in late February for company awards) and any CIC-related disclosures. We attempted to retrieve insider Form 4s for Cuccia but encountered an authorization error; we will re-run once access is restored.
- Governance support: 96% Say-on-Pay approval in 2024 indicates broad shareholder support for the compensation framework and performance alignment .
Appendix: Company performance metrics (context for incentive design)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $5,347,800,000* | $5,282,900,000* |
| EBITDA ($USD) | $2,092,500,000* | $2,391,300,000* |
Values retrieved from S&P Global.*