Melody Birmingham
Executive Vice President and Group President, Utilities at NI
Executive
About Melody Birmingham
Executive Vice President and Group President, Utilities at NiSource (since March 2023); previously EVP, Chief Innovation Officer (July 2022–March 2023). Age 53 (FY2024 10-K executive officers list) . Under the current leadership team, NiSource reported 2024 Adjusted EPS of $1.75 (+9.4% y/y) and TSR of 43.5%, driving a 189% STI scorecard result and elevated NEO incentive payouts . For the 2022–2024 PSU cycle, NEOs earned 190% of target (rTSR 91st percentile; cumulative Adjusted EPS above target), evidencing strong pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NiSource | EVP & President, NiSource Utilities | Mar 2023–present | Leads utility group; part of leadership delivering 2024 Adjusted EPS growth and high TSR contributing to above-target incentives . |
| NiSource | EVP & Chief Innovation Officer | Jul 2022–Mar 2023 | Drove innovation priorities during leadership reconfiguration in 2023 . |
| Duke Energy Corporation | SVP & Chief Administrative Officer | 2021–Jun 2022 | Enterprise admin leadership at a top U.S. utility . |
| Duke Energy Indiana | SVP, Supply Chain & Chief Procurement Officer | 2018–Apr 2021 | Led supply chain and procurement; operational cost discipline and reliability support . |
External Roles
No public-company board or external directorships disclosed in NI filings for Ms. Birmingham .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 312,500 | 641,667 | 665,883 |
| Target Bonus % of Salary | n/a disclosed (STI paid $276,680) | 75% (target $483,750 as of 12/31/23) | 75% (target $502,500 as of 12/31/24) |
| All Other Compensation ($) | 127,324 | 112,704 | 77,285 (perqs $14,764; 401k $32,396; SRP $30,126) |
| Sign-on/Retention Cash | $225,000 sign-on bonus (2022) | — | — |
Notes:
- 2024 base salary set to $670,000 effective 3/1/24; 12/31/24 base used for targets .
- Executives may elect deferrals; standard benefits and non-qualified defined contribution plan eligibility apply .
Performance Compensation
Annual Short-Term Incentive (STI)
| Item | 2023 | 2024 |
|---|---|---|
| STI Scorecard Result (% of target) | 170% | 189% |
| Individual Performance Modifier | 100% | 103% |
| Final STI Award ($) | 818,125 | 975,000 |
| Key Metrics (weights; target) | NOEPS 70%; Operational Excellence 10%; Safety DART 5% (0.70); Safety PVC 5% (1.65); Customer Sat 10% (70%) | Adjusted EPS 70% ($1.72); Op Excellence 10% (1); Safety DART 5% (0.57); Safety PVC 5% (1.46); Customer Sat 10% (71.5%) |
| Actuals (formulaic) | NOEPS $1.60 → 180%; DART 0.65 → 171%; PVC 1.49 → 200%; Customer 71.5% → 150% (overall 170%) | EPS $1.75 → 200%; OpEx 0 events → 200%; DART 0.59 → 67%; PVC 1.35 → 173%; Customer 72.8% → 165% (overall 189%) |
Long-Term Incentives (LTI) – Structure and Results
- Vehicle mix: PSUs (performance-based) and RSUs (time-based); no stock options granted .
- 2024 PSU metrics/weights: 3-yr Cumulative Adjusted EPS 55% (T: $5.53), rTSR 25% (T: 50th pct), OpEx & Safety Index 10%, Workforce & Sustainability 10% (Engagement 5%, GHG reduction 5%) .
- 2022–2024 PSU outcome: 190% of target (rTSR 91st percentile; EPS above target; +15% modifiers) .
Grants and Vesting Schedules (by award year)
| Award Year | Grant Date(s) | Instrument | Target/Granted | Vesting / Performance Period |
|---|---|---|---|---|
| 2022 | Jul 1, 2022 | RSU | Outstanding 8,319 at 12/31/24 | Vest 2/28/2025 (service) . |
| 2022 | Jul 1, 2022 | PSU | Target 33,278; Vested 63,228 (190%) | Performance 2022–2024; vest 2/28/2025 . |
| 2023 | Jan 25, 2023 | RSU | 9,355 | Vest 2/27/2026 (service) . |
| 2023 | Jan 25, 2023 | PSU | Target 16,371 (max 32,742) | Performance 2023–2025; vest 2/27/2026 . |
| 2024 | Jan 24, 2024 | RSU | 11,974 | Vest 2/26/2027 (service) . |
| 2024 | Jan 24, 2024 | PSU | Target 47,895 (max value $2,555,679) | Performance 2024–2026; vest 2/26/2027 . |
Note: Outstanding 12/31/24 PSU lines reflected at “maximum” presentation in proxy tables (includes dividend equivalents), e.g., 2022: 66,556; 2023: 80,399; 2024: 99,150 .
LTI Grant Values (Summary Compensation Table)
| Year | Stock Awards ($) | Notes |
|---|---|---|
| 2022 | 2,397,721 | RSUs/PSUs granted on hire cycle; includes sign-on equity. |
| 2023 | 1,335,553 | Annual PSU/RSU program. |
| 2024 | 1,583,297 | Annual PSU/RSU program at higher target mix. |
Equity Ownership & Alignment
| Item | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (common shares) | 5,598 (as of 3/18/24) | 53,048 (as of 3/17/25) |
| Ownership as % outstanding | <1% | <1% |
| Unvested RSUs (12/31/24) | 8,319 (2022); 9,355 (2023); 11,974 (2024) | n/a |
| Unearned PSUs (12/31/24; max presentation) | 66,556 (2022); 80,399 (2023); 99,150 (2024) | n/a |
| Options outstanding | None | None |
| Pledging/Hedging | Prohibited for execs; anti-hedging/pledging policy in effect | |
| Ownership Guidelines | EVP: 3x base salary; 5-year compliance window; NEOs “on a path” to compliance; must hold 50% of net shares until compliant |
Vesting cadence and potential supply:
- 2/28/2025: 2022 RSUs vest (8,319 units) and 2022 PSUs settled at 190% (63,228 units) .
- 2/27/2026: 2023 RSUs (9,355) and 2023 PSUs (target 16,371; payout 0–200% based on 2023–2025 results) .
- 2/26/2027: 2024 RSUs (11,974) and 2024 PSUs (target 47,895; payout 0–200% based on 2024–2026 results) .
Employment Terms
- Executive Severance Policy (non‑CIC): 52 weeks of base pay; 130% of 52 weeks COBRA; $25,000 outplacement. As of 12/31/24, Ms. Birmingham’s modeled involuntary termination payout = $719,400 (Severance $670,000; Welfare $24,400; Outplacement $25,000) .
- CIC Agreements (double trigger; “best net” cutback, no excise tax gross‑ups): 2x (CEO 3x) base salary + target bonus; pro‑rata target bonus; welfare benefits; double‑trigger equity acceleration unless assumed by acquirer .
- CIC modeled payout at 12/31/24: Severance $3,227,638; Pro‑rata bonus $943,819; Equity $5,613,281; Welfare $53,817; Outplacement $25,000; Total $9,863,555 .
- Clawbacks: Omnibus Plan misconduct restatement clawback and standalone NYSE Rule 10D‑1 policy adopted .
- Trading policy: Quarterly blackouts; insider trading plan controls .
Compensation Structure Analysis
- Cash vs. Equity Mix: Majority of target direct comp in equity; 2024 target: PSUs $1.206m, RSUs $0.302m, STI target $0.503m on $670k base for EVP role (reinforces at‑risk pay) .
- Metrics Rigor and Outcomes: 2024 STI and 2022–2024 PSU cycles paid near/max based on Adjusted EPS, rTSR (91st pct), OpEx/Safety, Customer and ESG modifiers (aggregate PSU modifier +15%)—evidence of performance-driven payouts, not discretion alone (though committee did modestly increase 2024 STI pool company‑wide) .
- Shift in Vehicles: No stock options; mix of PSUs/RSUs aligns with sector practice and reduces option-related repricing risk .
- Governance Guards: No hedging/pledging; no excise gross‑ups; double‑trigger only; ownership guidelines; clawbacks—all investor‑aligned .
Compensation Peer Group and Say‑on‑Pay
- Comparator group includes large regulated gas/electric utilities (e.g., AEE, AEP, CMS, D, DTE, ETR, ES, FE, NJR, OGE, ONE Gas, PPL, PSEG, SRE, SO, WEC, XEL, etc.)—unchanged vs. prior year .
- 2024 Say‑on‑Pay support: ~97% approval; 2025 proxy reiterates design continuity given strong support .
Risk Indicators & Red Flags
- No options or repricing; no pledging/hedging; no excise tax gross‑ups; double‑trigger CIC; strong clawback—low governance red‑flag profile .
- Concentrated vesting windows (Feb 2025/2026/2027) could create episodic selling pressure around settlements (Form 4 monitoring recommended), though ownership guidelines/hold requirements mitigate near‑term sales .
Expertise & Qualifications
- 25+ years utility operations/administration/supply chain leadership across Duke Energy and NiSource; senior leadership of multi‑state regulated operations .
- Role scope aligns to operational excellence and safety metrics embedded in incentive design (DART, PVC, Operational Excellence index) .
Work History & Career Trajectory
- Joined NiSource July 2022 (EVP, Chief Innovation Officer), advanced to Group President, Utilities in March 2023—rapid progression into P&L-regulated utility leadership .
- Prior executive leadership at Duke Energy (2018–2022), including chief administrative officer and Indiana CPO roles supporting cost control and reliability .
Investment Implications
- Strong alignment: High at‑risk mix tied to EPS, rTSR, safety, and customer metrics; stringent governance (no hedging/pledging; clawbacks; ownership guidelines) reduces misalignment risk .
- Near‑term supply dynamics: 2022 awards settled Feb 2025 (63,228 PSUs; 8,319 RSUs); additional settlements Feb 2026/27—monitor Form 4s for sale patterns around vestings and blackout windows .
- Retention/CIC: 2x CIC cash multiple and double‑trigger equity provide competitive retention without shareholder‑unfriendly features (no gross‑ups); non‑CIC severance limited to 1x base—balanced economics .
- Execution linkage: Elevated 2024 STI (189%) and PSU cycle (190%) reflect company outperformance (EPS growth, 91st‑pct rTSR), suggesting incentives are paying for tangible value creation rather than discretion .
Data sources: NiSource 2024 and 2025 DEF 14A proxy statements and 10-Ks as cited above.