Sondra Barbour
Director at NI
Board
About Sondra L. Barbour
Independent director at NiSource since 2022; age 62. Retired EVP, Information Systems & Global Solutions at Lockheed Martin (joined 1986; retired 2016), with a transition role at Leidos until 2017; prior roles include CIO (2008–2013), VP Corporate Shared Services, and VP Corporate Internal Audit . Current committee assignments: Audit Committee and Nominating & Governance Committee; designated Audit Committee Financial Expert under SEC rules . The Board determined all directors, except the CEO, are independent per NYSE standards and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin | EVP, Information Systems & Global Solutions | Retired 2016 | Led design and development of large-scale information systems; extensive technology and cybersecurity oversight |
| Lockheed Martin | SVP, Enterprise Business Services & CIO | 2008–2013 | Led internal IT operations; cyber threat protection responsibility |
| Lockheed Martin | VP, Corporate Shared Services | Prior to 2008 | Oversight of supply chain activities |
| Lockheed Martin | VP, Corporate Internal Audit | Prior to 2008 | Oversight of internal controls and risk management |
| Leidos Holdings | Transition role post LM IS&GS | 2016–2017 | Retirement transition |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| AGCO Corporation | Director | Current | Audit Committee Chair; member of Finance, Talent & Compensation, and Executive Committees |
| Temple University Fox School of Business | Chair, MIS Advisory Board | Current | Advisory leadership |
| 3M Company | Director | Prior | Not specified in proxy |
| Perspecta Inc. | Director | Prior | Not specified in proxy |
Board Governance
- Current committee assignments: Audit and Nominating & Governance; not a committee chair; designated Audit Committee Financial Expert .
- Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- 92% of directors attended the 2024 annual meeting; Board holds regular executive sessions of independent directors .
- Independence: Board affirmatively determined all directors (except CEO) are independent under NYSE Section 303A.02 and company guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $113,807 | Actual cash fees received in 2024 by Barbour |
| Standard cash retainer policy | $116,000 | Policy-level cash portion of $290,000 retainer (cash + RSUs) |
| Committee chair fees | $0 | $20,000 per chair for standing committees; Barbour is not a chair |
| Meeting fees | None | Structure uses annual retainer; no per-meeting fees disclosed |
| Chair of the Board premium | N/A | $160,000 applies to Board Chair (not Barbour) |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| RSUs (annual director grant) | May 13, 2024 | ~6,042 RSUs | $174,000 | Payable in common stock on the earlier of: last day of director’s annual term for which RSUs are awarded; or date of separation from the Board due to a Change-in-Control; mid-term appointees vest on first anniversary; pro-rata vesting for retirement, death, disability; dividends accrue; deferral election available |
| RSUs outstanding (as of 12/31/2024) | Outstanding balance | 20,072.899 units | N/A | RSUs or deferred stock units outstanding at year-end |
Directors’ RSUs are time-based; no performance metrics apply to director equity awards. The company’s PSU metrics disclosed pertain to executives, not directors .
Other Directorships & Interlocks
| Company | Sector/Role | Governance Interlock/Notes |
|---|---|---|
| AGCO Corporation | Director; Audit Chair; Finance, Talent & Compensation, Executive committee member | External governance experience enhances audit and risk oversight depth; no specific NI related-party considerations disclosed for Barbour |
| 3M Company | Former Director | Prior public company board service |
| Perspecta Inc. | Former Director | Prior public company board service |
| Temple University Fox School of Business | Chair, MIS Advisory Board | Academic advisory role |
Expertise & Qualifications
- 30+ years of leadership in IT systems design, cybersecurity, internal controls, audit, and supply chain oversight at Lockheed Martin; brings significant risk management and technology governance expertise .
- Audit Committee Financial Expert designation strengthens Board oversight of financial reporting and internal control systems .
- Public company audit chair experience (AGCO) adds committee leadership depth to NI’s Audit oversight .
Equity Ownership
| Category | Quantity | As-of Date | Source |
|---|---|---|---|
| Beneficial ownership (post-award position) | 24,754.48 shares | May 14, 2025 | Form 4; award of 4,541 shares at $38.32; post-transaction holdings shown |
| Beneficial ownership (post-award position) | 19,644.564 shares | May 15, 2024 | Form 4; award of 6,042 shares at $28.80; post-transaction holdings shown |
| RSUs/deferred stock units outstanding | 20,072.899 units | Dec 31, 2024 | Proxy director equity outstanding |
| Stock ownership guideline | 5x annual cash retainer within 5 years | Policy | All non-employee director nominees are in compliance or within the 5-year transition period |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Filing URL |
|---|---|---|---|---|---|
| May 12, 2025 | Award (A) | 4,541 | $38.32 | 24,754.48 | |
| May 13, 2024 | Award (A) | 6,042 | $28.80 | 19,644.564 |
Governance Assessment
- Alignment and independence: Independent director with strong technology/cybersecurity and audit qualifications; serves on Audit and N&G committees and is an Audit Committee Financial Expert, supporting effective financial and risk oversight .
- Engagement: Board met 10 times in 2024; all incumbents met at least 75% attendance; regular executive sessions of independent directors reinforce independent oversight .
- Compensation and incentives: Director pay is balanced—approximately 60% equity via RSUs and 40% cash; Barbour’s 2024 actual fees $113,807 and RSUs valued at $174,000 (~6,042 units), with standard vesting and deferral provisions; committee chair fees do not apply to her, indicating compensation not inflated by chair premiums .
- Ownership alignment: RSU/deferred unit balance of 20,072.899 at year-end and increasing beneficial ownership via annual awards; stock ownership guideline of 5x cash retainer within 5 years, with all nominees either compliant or within transition period—supports skin-in-the-game .
- Conflicts/related-party: The proxy discloses independence determinations and a specific third-party relationship consideration for another director; no related-party considerations are disclosed for Barbour, and she is affirmed independent .
Red Flags: None disclosed specific to Barbour regarding related-party transactions, hedging/pledging, or low attendance; director compensation appears standard and equity-heavy, with no option repricing or unusual awards noted for directors .