Theodore Bunting Jr.
Director at NI
Board
About Theodore H. Bunting Jr.
Theodore H. Bunting Jr. is 66 and has served on NiSource’s Board since 2018; he is designated independent under NYSE rules and is the Board’s Audit Committee Chair, with prior senior leadership at Entergy including Group President, Utility Operations (2012–2017), Chief Accounting Officer (2007–2012), and CFO of several subsidiaries (2000–2007). He is a certified public accountant, bringing deep finance, accounting, utility operations, safety, and regulatory expertise to NiSource’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Corporation | Group President, Utility Operations | 2012–2017 | Oversight of utility ops, customer service, safety, regulatory relations |
| Entergy Corporation | Senior VP & Chief Accounting Officer | 2007–2012 | Led accounting, reporting, controls |
| Entergy subsidiaries | CFO (several subsidiaries) | 2000–2007 | Financial leadership across utility units |
| Entergy Corporation | Various accounting/operations roles | 1983 onward | Progressive responsibility in accounting/operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unum Group | Director; Audit Committee Chair; Regulatory Compliance Committee member | Director since 2013 | Audit leadership; regulatory oversight |
| The Hanover Insurance Group | Director; Audit Committee member | Director since 2020 | Financial oversight |
| Infrastructure & Energy Alternatives (IEA) | Director; Nominating & Governance; Compensation Committees | 2021–Oct 2022 | Governance and compensation oversight |
| Imation Corp. | Director | Prior service (date not specified) | Data storage/information security experience |
| Foundation for the Mid South | Board member | Current | Community impact |
| Hendrix College | Board member (prior) | Prior service | Education/community service |
Board Governance
- Independence: NiSource states all directors except the CEO are independent; the Board affirmed independence for nominees (includes Bunting) .
- Committee assignments: Audit (Chair), Compensation & Human Capital (member), Executive (member) .
- Audit Committee financial expert designation: Yes (SEC-defined) .
- Board activity: Board met 10 times in 2024; each incumbent director attended at least 75% of Board/committee meetings during service; 92% of directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors; separate independent Chair of the Board .
| Committee | Role | 2024 Committee Meetings |
|---|---|---|
| Audit | Chair | 9 meetings |
| Compensation & Human Capital (C&HC) | Member | 4 meetings |
| Executive Committee | Member | Not listed separately; Chair attends all |
Fixed Compensation
| Component | Details | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | $116,000 (structure) |
| Committee chair fee (Audit) | Chair fee per standing committee | $20,000 (structure) |
| Total fees earned (cash) | Actual cash fees for 2024 | $133,807 |
| Equity retainer (RSUs) | Annual RSUs for directors | $174,000 |
| Total 2024 director compensation | Fees + stock awards | $307,807 |
Notes:
- Directors do not receive meeting fees; Chair of the Board receives separate compensation (not applicable to Bunting) .
- RSUs accrue dividends and settle in shares per director equity plan terms .
Performance Compensation
Directors at NiSource receive time-based RSUs; no performance metrics (EPS/TSR) apply to director equity awards.
| Metric Type | Applicable to Director RSUs? | Notes |
|---|---|---|
| Financial (EPS/TSR) performance conditions | No | Director RSUs are time-based; settle at end of term or upon certain events |
| Operational/Safety/ESG award metrics | No | Not disclosed for directors |
Director RSU Grant Detail:
| Grant Date | Units | Fair Value | Reference Price | Notes |
|---|---|---|---|---|
| May 13, 2024 | ~6,042 RSUs | $174,000 | $28.80 | Standard annual director grant |
| May 12, 2025 | 4,541 RSUs | — | $38.32 | Annual director RSU grant per Form 4 |
Vesting mechanics: RSUs payable in shares on the earlier of the last day of the director’s annual term or separation due to change-in-control; mid-term appointments vest on the first anniversary; pro-rata vesting on retirement, death, disability .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Relevance |
|---|---|---|
| Unum Group | Bunting is director and Audit Chair; NiSource Chair Kevin T. Kabat is Unum’s board chair | Governance information flow; no related-party transactions disclosed |
| Hanover Insurance Group | Bunting is director, Audit Committee | Insurance industry oversight; no related-party transactions disclosed |
- Related-party transactions: NiSource reported no transactions requiring disclosure since Jan 1, 2024 .
Expertise & Qualifications
- CPA; extensive finance, accounting, auditing expertise; capital/risk management experience .
- Deep utility operations experience (customer service, safety, regulatory relations) .
- Audit Committee financial expert per SEC definition .
- Executive leadership experience in regulated utilities; relevant to NiSource’s safety, operations, and regulatory oversight .
Equity Ownership
| Category | Amount/Status |
|---|---|
| Beneficial ownership (common) | 41,294 shares |
| RSUs/deferred stock units outstanding (as of Dec 31, 2024) | 22,658.170 units |
| % of shares outstanding | ~0.0088% (41,294 / 470,605,438) |
| Hedging/pledging | Prohibited for directors under policy |
| Stock ownership guideline | 5× annual cash retainer, within 5 years |
| Compliance status | All non-employee director nominees are in compliance or within the transition period |
Insider Trades (Form 4 snapshots):
| Date | Type | Shares/Units | Price | Source |
|---|---|---|---|---|
| May 12, 2025 | Stock Award (RSU grant) | 4,541 | $38.32 | |
| May 12–13, 2024 | Stock Award (RSU grant) | 6,042 | $28.80 |
Governance Assessment
- Committee leadership and expertise: As Audit Chair and SEC “financial expert,” Bunting strengthens oversight of financial reporting, internal controls, cybersecurity risks, and compliance; Audit met nine times in 2024, indicating robust cadence .
- Independence & engagement: Independent director with multi-committee roles (Audit Chair, C&HC, Executive), meeting attendance expectations; Board held 10 meetings in 2024 and incumbents met ≥75% attendance; 92% annual meeting attendance .
- Alignment through ownership: Meaningful personal ownership plus outstanding director RSUs; adherence to strict anti-hedging/pledging and director ownership guidelines supports investor alignment .
- Compensation structure: Mix of cash and equity (approx. 60% RSUs of the director retainer), plus Audit Chair fee; total 2024 compensation $307,807—no option awards or performance-linked director equity reduces risk of short-termism .
- Conflicts/related party exposure: No related-party transactions disclosed; note interlock via Unum Group with NiSource’s Chair; monitor but current disclosure indicates arm’s-length practices and Board review processes for conflicts of interest .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; continue monitoring interlocks (Unum Group) and any future related-party activity disclosures .