Peter Altabef
Director at NI
Board
About Peter A. Altabef
Independent director at NiSource since 2017; age 65. Current committees: Finance and Nominating & Governance; not a chair. Chair of Unisys Corporation and CEO until April 1, 2025 (remains Chair thereafter); prior CEO roles at MICROS Systems and Perot Systems, with senior leadership at Dell Services, bringing deep cybersecurity and technology oversight credentials to NI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MICROS Systems, Inc. | President & CEO | 2013–2014 | Led company through sale to Oracle; technology industry leadership |
| Perot Systems Corporation | President & CEO | 2004–2009 | Led through sale to Dell; operations, governance experience |
| Dell Services (unit of Dell Inc.) | President | 2009–2011 | Technology services oversight, risk management |
| Unisys Corporation | President | Jan 2015–Mar 2020; Nov 2021–May 2022 | Strategic planning, corporate governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unisys Corporation | Chair (CEO until Apr 1, 2025; then Chair only) | Chair since Apr 2018; CEO since Jan 2015 to Apr 1, 2025 | Public-company chair; strong tech/cyber background |
| President’s National Security Telecommunications Advisory Committee (NSTAC) | Member | N/A | National security/cyber risk oversight |
| Committee for Economic Development (CED) | Trustee | N/A | Policy/economic governance exposure |
| Merit Energy Company, LLC | Advisory Board Member | N/A | Energy industry advisory perspective |
| Petrus Trust Company, LTA | Board Member | N/A | Financial services oversight |
| Prior directorships: MICROS Systems; Perot Systems; Belo Corporation | Director | N/A | Prior public company board experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | All directors independent except CEO; Altabef is a non-employee director and thus independent |
| Committees | Finance; Nominating & Governance (current as of Mar 31, 2025) |
| Chair Roles | None currently; historical service on Executive Committee and as Finance Committee Chair prior to Mar 19, 2024 |
| Board Meetings (2024) | Board met 10 times; each incumbent director attended at least 75% of Board and committee meetings during periods served |
| Annual Meeting Attendance (2024) | 92% of directors attended the 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors; separate chair and CEO structure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 | $118,163 |
| Stock Awards ($) | $165,000 | $174,000 |
| All Other Compensation ($) | $5,000 | $5,000 |
| Total ($) | $300,000 | $297,163 |
Program-level structure:
- Annual director retainer increased from $275,000 (cash $110,000; RSUs $165,000) in 2023 to $290,000 (cash $116,000; RSUs $174,000) in 2024; committee chair fee $20,000; Chair of Board additional $160,000 .
Performance Compensation
| RSU Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant Date | May 23, 2023 | May 13, 2024 |
| Units (approx.) | 6,031 RSUs | 6,042 RSUs |
| Grant-Price ($/unit) | $27.36 | $28.80 |
| Grant-Date Fair Value ($) | $165,000 | $174,000 |
Vesting and settlement features:
- RSUs payable in common stock on earlier of annual term end or separation upon Change-in-Control; mid-term appointees vest on first anniversary; pro‑rata vesting on retirement, death, or disability; dividends accrue prior to settlement; directors may elect to defer RSUs into deferred stock units paid upon separation or selected date .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; C&HC members in 2024 were all non-employees; no NI executive served on boards/compensation committees of entities with overlapping executives on NI’s C&HC .
- Related-party transactions: None requiring disclosure since Jan 1, 2024; N&G reviews potential conflicts and related-person transactions annually .
Expertise & Qualifications
- 25+ years senior leadership across global IT companies; strong background in strategic planning, financial reporting, risk management, business operations, corporate governance, and cybersecurity, providing valuable perspective for a regulated utility’s technology and risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Mar 17, 2025) | 48,134 shares; less than 1% of class |
| RSUs/Deferred Stock Units Outstanding (Dec 31, 2024) | 6,135.082 units |
| Stock Options Outstanding | None (directors/NEOs) |
| Ownership Guidelines | 5x annual cash retainer within 5 years; all non-employee director nominees in compliance or within transition |
| Hedging/Pledging | Prohibited for directors and executive officers |
Insider trades (Form 4):
| Period | Transaction Date | Type | Units | Price ($) | Post-Transaction Ownership |
|---|---|---|---|---|---|
| 2024 | 2024-05-13 | Award (A) | 6,042 | 28.80 | 47,941.279 shares |
| 2025 | 2025-05-12 | Award (A) | 4,541 | 38.32 | 52,674.832 shares |
Governance Assessment
- Independence and committee engagement: Independent director with seats on N&G and Finance; committees are fully independent, with regular executive sessions—a positive for board effectiveness .
- Attendance and engagement: Board met 10 times in 2024; all incumbents, including Altabef, attended ≥75% of meetings; 92% annual meeting attendance—adequate engagement signal .
- Alignment: Equity-heavy director pay (≈60% RSUs) and robust ownership guidelines support long-term alignment; hedging/pledging prohibited; no related-party transactions disclosed—low conflict profile .
- Compensation structure trends: Program-level retainer rose to $290k in 2024 with higher RSU value ($174k) vs 2023 ($165k), consistent with market benchmarking; Altabef’s actual total modestly decreased YoY due to cash variation, not indicative of pay inflation risk .
- Shareholder signals: Strong say‑on‑pay support (96% in 2024), and robust governance practices; Board opposed bylaw proposal to require annual shareholder approvals of director compensation, citing legal and peer practice considerations .
Bold RED FLAGS:
- None disclosed: No related-party transactions; hedging/pledging prohibited; no options repricing; attendance thresholds met .