Michael Jesanis
Director at NI
Board
About Michael E. Jesanis
Independent director since 2008 (age 68). Former President & CEO of National Grid USA (2004–2006), prior COO & CFO (2001–2004), and earlier CFO of its predecessor utility holding company (1998–2000). Currently chairs NiSource’s Finance Committee and serves on the Safety, Operations, Regulatory and Policy (SORP) and Executive Committees; the Board has determined he is independent (all directors except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid USA | President & CEO | Jul 2004–Dec 2006 | Led modernization of operating infrastructure, customer service enhancements, and management team development . |
| National Grid USA | COO & CFO | Jan 2001–Jul 2004 | Senior operational and financial leadership at regulated utility . |
| Predecessor utility holding company | CFO | 1998–2000 | Financial stewardship at utility holding level . |
| HotZero, LLC | Co‑founder; Managing Director | 2013–2021 | Developed hot water district energy systems in New England . |
| Various energy startups | Advisor | Not disclosed | Advisory roles in energy-related startups . |
| College/University (not named) | Former Board Chair (college); Past Trustee and Audit Chair (university) | Not disclosed | Governance and audit oversight experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| El Paso Electric Company | Director | Current | Public utility board; no related-party transactions disclosed with NiSource . |
| Ameresco, Inc. | Director | Prior | Prior public-company directorship in energy services . |
Board Governance
- Committee assignments: Finance Committee (Chair); SORP Committee; Executive Committee .
- Committee activity: Finance met 5x in 2024; SORP met 5x; Board met 10x (each incumbent director attended at least 75% of Board and committee meetings where they served) .
- Annual meeting attendance: 92% of directors attended the 2024 annual meeting .
- Independence: Board determined all directors except the CEO are independent; regular executive sessions; separate Chair and CEO (independent Chair Kevin T. Kabat) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $116,000 | Standard cash retainer . |
| Committee chair fee | $20,000 | Per standing committee chair . |
| Annual equity retainer (RSUs) | $174,000 | Granted May 13, 2024; ~6,042 RSUs at $28.80 per unit . |
| Michael E. Jesanis – Fees Earned/Paid in Cash | $129,452 | Includes cash retainer and chair fees . |
| Michael E. Jesanis – Stock Awards (RSUs) | $174,000 | Grant-date fair value (ASC 718) . |
| Michael E. Jesanis – All Other Compensation | $11,000 | NiSource Charitable Foundation matching contributions (Director Charitable Match Program) . |
| Michael E. Jesanis – Total | $314,452 | Sum of components . |
Key mechanics:
- Director RSUs accrue dividends prior to settlement; payable in shares at the end of the director’s annual term or upon Board separation due to change-in-control; pro‑rata vesting for retirement, death, or disability; deferral election available .
- Director stock ownership guideline: 5× annual cash retainer within five years; all non‑employee director nominees are in compliance or within transition window; ~60% of 2024 director retainer was in RSUs .
Performance Compensation
Directors do not receive performance‑based pay; equity grants (RSUs) are service‑based, not tied to performance metrics .
| Equity Grant (Directors) | Grant Date | Units | Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Annual RSU award | May 13, 2024 | ~6,042 RSUs | $174,000 | Payable in shares at end of annual term or separation due to change‑in‑control; pro‑rata vesting for retirement, death, disability; dividends accrue before settlement . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| El Paso Electric Company | Regulated electric utility | Director | No related‑party transactions with NiSource in 2024–2025; independence affirmed . |
| Ameresco, Inc. (prior) | Energy services/efficiency | Director (prior) | Historical role; no current NiSource related‑party exposure disclosed . |
Expertise & Qualifications
- Extensive regulated utility leadership and financial acumen (former President & CEO, COO, CFO of National Grid USA), with experience in infrastructure modernization and customer service programs .
- Board governance expertise from non‑profit academic boards (former chair; past trustee and audit chair) .
- Energy infrastructure and efficiency domain knowledge (HotZero district energy development; Ameresco directorship) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs/Deferred Stock Units Outstanding (12/31/2024) | Notes |
|---|---|---|---|---|
| Michael E. Jesanis | 54,368 | <1% | 6,135.082 | Beneficial ownership excludes RSUs not distributable within 60 days; RSU count per director equity table . |
| Director Stock Ownership Guideline | 5× annual cash retainer | — | Compliance | All non‑employee director nominees comply or are within five‑year transition . |
| Anti‑hedging/pledging | Prohibited | — | — | Directors barred from hedging, pledging, short sales, and derivative transactions on company stock . |
Insider Trades and Section 16 Compliance
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filings (Directors/Officers) | All timely | Based on SEC reports and representations; no delinquent filings in 2024 . |
Governance Assessment
- Strengths: Independent director; chairs Finance Committee (capital allocation, guidance, risk oversight), adds deep utility operating and financial experience; Board and committee meeting cadence robust; director equity and ownership guidelines align interests; strong anti‑hedging/pledging controls .
- Compensation alignment: Mix ~60% equity for directors; RSU vesting policies promote retention without short‑term incentives; charitable match modest and disclosed .
- Conflicts/related‑party: No related‑party transactions requiring disclosure since Jan 1, 2024; independence affirmed; outside utility board (El Paso Electric) noted but no transactional ties to NiSource disclosed .
- Attendance/engagement: Board met 10x in 2024; each incumbent director attended at least 75% of Board and committee meetings; 92% annual meeting attendance; regular executive sessions .
- Shareholder signals: Strong say‑on‑pay support (>96% in 2024) indicates broad investor approval of compensation governance (primarily NEO program, but positive governance sentiment) .
RED FLAGS
- None disclosed for Jesanis regarding related‑party transactions, hedging/pledging, or attendance shortfalls .
- Retirement policy: Board generally does not nominate directors ≥72 unless in Company’s best interest; Jesanis is 68 (below threshold) .