Shawn Anderson
About Shawn Anderson
Shawn Anderson is Executive Vice President and Chief Financial Officer of NiSource, serving as CFO since March 2023 and age 43 . Prior to becoming CFO he led enterprise strategy and risk as SVP & Chief Strategy and Risk Officer (June 2020–March 2023) and VP, Strategy & Chief Risk Officer (January 2019–May 2020) . Company performance under the current leadership team included Adjusted EPS of $1.75 in 2024 and a 2024 total shareholder return of 43.5% ; the Pay-Versus-Performance table shows a value of $157 for a $100 investment in NiSource versus $137 for the Dow Jones Utilities Index peer group in 2024 . Multi-year revenue and EBITDA trends during Anderson’s tenure are shown below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $5,738,600,000 | $5,347,800,000 | $5,282,900,000 |
| EBITDA ($USD) | $1,945,800,000* | $2,092,500,000* | $2,391,300,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NiSource | EVP & CFO | Mar 2023–Present | Principal Financial Officer certifying 10-K/10-Q; signed financing and registration documents |
| NiSource | SVP & Chief Strategy and Risk Officer | Jun 2020–Mar 2023 | Led enterprise strategy and risk; groundwork for capital markets access and performance alignment |
| NiSource | VP, Strategy & Chief Risk Officer | Jan 2019–May 2020 | Built risk framework supporting operational and financial objectives |
External Roles
No external public company directorships or committee roles are disclosed for Anderson in NiSource filings .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base Salary | $633,333 |
| STI Target % of Salary | 75% |
| STI Paid | $925,000 |
| Perquisites | $15,187 (financial planning/tax services) |
| Company 401(k) Contributions | $32,396 |
| Savings Restoration Plan Contributions | $27,075 |
2024 Non-qualified deferred compensation details:
| Plan | Executive Contributions (2024) | Registrant Contributions (2024) | Aggregate Balance at FYE |
|---|---|---|---|
| Savings Restoration Plan | $27,075 | $1,991 | $57,868 |
Performance Compensation
2024 STI Scorecard and Individual Award
| Performance Measure | Threshold | Target | Stretch | Result | Weight | Formulaic % of Target | Weighted % Achievement |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | $1.69 | $1.72 | $1.75 | $1.75 | 70% | 200% | 140% |
| Operational Excellence | 2 | 1 | 0 | 0 | 10% | 200% | 20% |
| Safety – DART | 0.60 | 0.57 | 0.51 | 0.59 | 5% | 67% | 3.33% |
| Safety – PVC | 1.53 | 1.46 | 1.31 | 1.35 | 5% | 173% | 8.67% |
| Customer Satisfaction (%) | 69.50 | 71.50 | 73.50 | 72.80 | 10% | 165% | 17% |
| Overall STI Scorecard Result | 189% |
| NEO | STI Target % | Earnings Considered | Scorecard Result | Individual Modifier | Final STI Award |
|---|---|---|---|---|---|
| Shawn Anderson | 75% | $633,333 | 189% | 103% | $925,000 |
Note: The C&HC Committee exercised discretion to increase the overall STI pool, including ~$697,000 attributed to NEOs .
2024 LTI Grants and PSU Design
| Grant Type | Grant Date | Target Shares | Maximum Shares/Value | Vesting |
|---|---|---|---|---|
| 2024 PSUs | Jan 24, 2024 | 46,467 | 92,934 (200% of target) | End of 3-year period; service through Feb 2027 |
| 2024 RSUs | Jan 24, 2024 | 11,615 | N/A | End of 3-year period; service through Feb 2027 |
| Retention RSUs | Jan 24, 2024 | 79,428 | N/A | 33% on Jan 24, 2025; 33% on Jan 24, 2026; 34% on Jan 24, 2027 (continued employment) |
PSU performance framework (2024 grant cycle; three-year period ending 12/31/2026):
| Metric | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| 3-Year Cumulative Adjusted EPS | 55% | $5.42 | $5.53 | $5.64 |
| Relative TSR (vs 32-company peer set) | 25% | 30th percentile | 50th percentile | 80th percentile |
| Operational Excellence & Safety Index (3-yr avg) | 10% | See defined measures | See defined measures | See defined measures |
| Employee Engagement Index | 5% | 80% | 82% | 84% |
| GHG Emission Reduction | 5% | Defined reduction levels | Defined reduction levels | Defined reduction levels |
Final settlement of prior 2022 PSU cycle (vested Feb 28, 2025): 190% of target earned; Anderson’s 22,720 PSUs vested (from 11,958 target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 74,422 shares; less than 1% of outstanding |
| Options | None outstanding for any NEO at FYE 2024 |
| Anti-Hedging/Pledging | Hedging and pledging prohibited for directors and executive officers |
| Stock Ownership Guidelines | Executive Vice Presidents: 3× base salary; must hold ≥50% of net shares until compliant; NEOs on path to compliance |
Outstanding equity awards (FYE 2024):
| Award (Anderson) | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| RSUs (1/28/2022) | 5,124 | $188,358 | — | — |
| RSUs (date per footnote 5) | 7,342 | $269,892 | — | — |
| RSUs (footnote 8) | 3,142 | $115,500 | — | — |
| RSUs (2024 grant) | 11,615 | $426,967 | — | — |
| RSUs (footnote 11) | 17,082 | $627,934 | — | — |
| RSUs (Retention 2024) | 79,428 | $2,919,773 | — | — |
| PSUs (footnote 4) | — | — | 23,916 | $879,152 |
| PSUs (footnote 6) | — | — | 36,811 | $1,353,176 |
| PSUs (footnote 7) | — | — | 26,762 | $983,783 |
| PSUs (2024 grant aggregate) | — | — | 96,194 | $3,536,102 |
Notes: Market values use $36.76 closing price on Dec 31, 2024 . 2022 RSUs vest Feb 28, 2025, contingent on service .
Employment Terms
Key policies:
- Change-in-control agreements: double-trigger cash severance; no excise tax gross-ups; equity generally subject to double-trigger vesting if assumed/replaced, otherwise accelerates at change-in-control .
- CIC formula historically: lump sum equal to two times base salary plus target annual bonus for executives (three times for CEO); agreements include “best net benefit” provision and can be terminated on 12 months’ notice .
Potential payments (as of Dec 31, 2024):
| Scenario (Shawn Anderson) | Severance ($) | Pro Rata Bonus ($) | Equity Grants ($) | Welfare Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination (Executive Severance Policy) | $650,000 | — | — | $27,098 | $25,000 | $702,098 |
| Disability | — | $897,750 | $3,821,239 | — | — | $4,718,989 |
| Death | — | $897,750 | $3,821,239 | — | — | $4,718,989 |
| Change-in-Control (double-trigger) | $3,095,500 | $897,750 | $7,924,531 | $59,063 | $25,000 | $12,001,844 |
Non-compete/non-solicit: Specific employment covenants are not disclosed in the proxy; insider trading windows and blackout periods apply under the Securities Transaction Compliance Policy .
Compensation Structure Analysis
- High at-risk mix: For EVPs, 2024 target direct comp weighted to PSUs/RSUs ($1.4625M of $2.6M for Anderson combined) indicating strong equity-based alignment .
- STI metrics emphasize EPS, safety, and customer satisfaction with formulaic 189% result; final award applied individual modifier for Anderson of 103% .
- LTI PSU metrics add multi-year Adjusted EPS, relative TSR, safety/operational index, engagement, and GHG reduction .
- Clawbacks: Both 2020 Omnibus Plan and standalone SEC Rule 10D-1 policy in place .
- Hedging/pledging: Explicitly prohibited for directors and executive officers .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: ~97% approval at 2024 annual meeting; no program changes made in response .
- Comparator Group: Mixed gas/electric utilities (e.g., AEP, CMS, DTE, Entergy, PPL, WEC, etc.) underpin market competitiveness reviews .
Investment Implications
- Near-term vesting and potential supply: Anderson’s RSU tranches vest Feb 28, 2025 (2022 RSUs) and on Jan 24 in 2025–2027 for $2.0M retention RSUs; 2024 cycle RSUs/PSUs settle after Feb 2027. These dates may create episodic insider selling capacity though options are absent, which moderates mechanical sell pressure .
- Alignment strong: Prohibition on hedging/pledging, 3× salary ownership guideline, and majority equity compensation support long-term alignment; beneficial ownership of 74,422 shares provides skin in the game, albeit <1% of outstanding .
- Retention signals: The $2.0M retention RSU grant tied to NIPSCO minority interest execution indicates Board focus on retaining Anderson through critical milestones, reducing near-term departure risk .
- Pay-for-performance linkage: STI and PSU designs tie payouts to Adjusted EPS, RTSR, safety/operational excellence, engagement, and sustainability, supporting durability of performance-driven rewards; 2022 PSU earn-out at 190% evidences strong execution .
- Change-in-control economics: Double-trigger severance and equity vesting protections (no tax gross-ups) standardize outcomes in strategic transactions; disclosed CIC totals inform potential exit costs in M&A scenarios .