William Jefferson
Executive Vice President, Chief Operating and Safety Officer at NI
Executive
About William Jefferson
William (Bill) Jefferson is Executive Vice President, Chief Operating and Safety Officer at NiSource (NYSE: NI), leading all gas and electric operations, engineering and asset management, major projects, contractor support, EHS, work management, training, field operations support, and emergency response . He has 35+ years of utility experience, including Site Vice President/Station Director roles at South Texas Project Nuclear Operating Company (STPNOC) and senior leadership at Duke Energy, Progress Energy, Florida Power & Light, and Exelon/PECO . Jefferson holds a B.S. in Nuclear Engineering from Purdue and completed Duke University’s Fuqua Advanced Management Program . Age 63; tenure at NiSource since July 2022 (EVP Operations & Chief Safety Officer), promoted to Chief Operating and Safety Officer in May 2024 . Under the current leadership team, NiSource delivered 9.4% adjusted EPS growth in 2024 and 43.5% total shareholder return, second in the industry .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STPNOC (South Texas Project Nuclear Operating Co.) | Station Director; Vice President | 2020–May 2022 | Led nuclear operations at a stringent safety-regulated facility; deep operational excellence transfer to NiSource |
| Duke Energy | Vice President, Transmission Maintenance & Construction; Vice President, Harris Nuclear Plant | n/a | Grid reliability and nuclear plant leadership experience |
| Florida Power & Light | Vice President, Turkey Point & St. Lucie Nuclear Plants | n/a | Nuclear fleet performance, safety culture |
| Exelon/PECO | Plant Manager (Susquehanna); Senior Manager Plant Engineering (Peach Bottom); Manager Reactor Services (PECO Nuclear) | n/a | Reactor services, plant engineering, operational rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbus Urban League | Board Member | n/a | Community engagement and economic empowerment |
| Purdue University | Nuclear Advisory Board Member | n/a | Academic-industry collaboration in nuclear engineering |
| Southern Gas Association | Board of Directors | n/a | Industry standards and safety practices in gas utilities |
| Texas A&M Galveston | Academic Advisory Board (prior) | n/a | Maritime and energy sector advisory |
Fixed Compensation
- Base salary increased from $550,000 to $625,000 effective March 1, 2024; STI target set at 75% of base for Executive Vice Presidents .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 237,500 | 537,500 | 612,500 |
| Bonus ($) | 150,000 (sign-on) | — | — |
| Stock Awards ($) | 1,496,725 | 1,138,849 | 1,476,953 |
| Non-Equity Incentive Plan Compensation ($) | 196,258 | 805,242 | 925,000 |
| All Other Compensation ($) | 116,493 | 96,247 | 74,033 (Perqs $16,519; 401k $32,396; Savings Restoration $25,118) |
| Total ($) | 2,196,976 | 2,577,838 | 3,088,486 |
Performance Compensation
2024 STI Scorecard Metrics and Results
| Performance Measure | Weight | Target | Result | Formulaic Result as % of Target | Weighted % Achievement |
|---|---|---|---|---|---|
| Adjusted EPS | 70% | $1.72 | $1.75 | 200% | 140% |
| Operational Excellence (SIF/PHMSA incidents) | 10% | 1 | 0 | 200% | 20% |
| Safety – DART | 5% | 0.57 | 0.59 | 67% | 3.33% |
| Safety – PVC | 5% | 1.46 | 1.35 | 173% | 8.67% |
| Customer Satisfaction | 10% | 71.50% | 72.80% | 165% | 17% |
| Overall STI Scorecard Result | — | — | — | — | 189% |
2024 individual performance modifier for Jefferson: 107%; final STI award $925,000 based on 189% scorecard result and his 75% target on $612,500 earnings .
| Item | Value |
|---|---|
| 2024 STI Target % of Base | 75% |
| Earnings Paid During Year | $612,500 |
| STI Scorecard Result | 189% |
| Individual Performance Modifier | 107% |
| Final Annual STI Award | $925,000 |
Long-Term Incentive (LTI) – PSUs and RSUs
- 2024 PSU metrics and weights over the 2024–2026 period: 55% Three-Year Cumulative Adjusted EPS; 25% Relative TSR; 10% Operational Excellence & Safety Index (3-year average); 5% Employee Engagement Index; 5% GHG emission reduction .
- 2022–2024 PSU cycle settled at 190% of target based on cumulative adjusted EPS result ($4.82) and rTSR at the 91st percentile, plus modifiers (safety, GHG, workforce diversity) totaling 15% .
| 2024 PSU Performance Measure | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| Three-Year Cumulative Adjusted EPS | 55% | $5.42 | $5.53 | $5.64 |
| Relative TSR (percentile) | 25% | 30th | 50th | 80th |
| Operational Excellence & Safety Index (3-Year Avg.) | 10% | See scorecard goals | See scorecard goals | See scorecard goals |
| Employee Engagement Index | 5% | 80% | 82% | 84% |
| GHG Emission Reduction | 5% | Defined levels of reduction | Defined levels of reduction | Defined levels of reduction |
Equity Grants – Jefferson
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PSUs Target (#) | 18,968 | 31,907 | 44,678 |
| RSUs (#) | 4,742 | 7,977 | 11,170 |
| Grant Date Fair Value – PSUs ($) | n/a | 920,758 | 1,192,007 |
| Grant Date Fair Value – RSUs ($) | n/a | 218,091 | 284,947 |
| 2022 PSUs Vested (Performance 190%) | — | — | 36,039 |
Vesting schedules:
- 2022 RSUs (granted July 1, 2022) vest Feb 28, 2025 .
- 2023 RSUs (granted Jan 25, 2023) vest Feb 27, 2026; 2023 PSUs run 2023–2025 and settle after performance period, subject to continued service through Feb 27, 2026 .
- 2024 RSUs vest end of service period Feb 2027; 2024 PSUs run 2024–2026 and settle after performance period, subject to continued service through Feb 2027 .
Outstanding equity awards at FY-end 2024 (no stock options outstanding):
- Unvested RSUs: 4,742; 7,977; 11,170 (market value $174,316; $293,235; $410,609 at $36.76 close) .
- Unearned PSUs (max basis): 37,936; 68,558; 92,491 (payout value $1,394,527; $2,520,183; $3,399,960 at $36.76 close) .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 18, 2024 | 4,875 | * (<1%) |
| March 17, 2025 | 32,994 | * (<1%) |
- Stock ownership guidelines: EVP required to hold stock equal to 3x base salary; must retain at least 50% of shares from vesting until guideline met; NEOs on path to compliance within 5 years; unvested RSUs count toward ownership targets .
- Anti-hedging/pledging: executives prohibited from short sales or buying/selling puts/calls/options; trading limited by blackout windows; policy filed as Exhibit 19.1 to 2024 Form 10-K . NiSource highlights it does not allow hedging or pledging by executive officers or directors .
- No stock options are currently granted; none outstanding at FY-end 2024, reducing option-related selling pressure .
Employment Terms
- Executive Severance Policy (non-CIC): eligibility for position elimination/relocation/constructive termination; pays 52 weeks of base salary, 130% of 52 weeks COBRA premiums, and outplacement services .
- Change-in-Control (CIC) Agreements: double-trigger severance within 24 months of CIC upon termination without “Good Cause” or for “Good Reason”; lump sum of 2x base salary + target annual bonus (3x for CEO); pro-rata target bonus; double-trigger accelerated vesting under Omnibus Plan unless awards are assumed or replaced; “best-net-benefit” cut/no-cut provision; no excise tax gross-ups; terminable on 12 months’ notice .
Potential payments for William Jefferson (as of 12/31/2024):
| Scenario | Severance ($) | Pro Rata Bonus ($) | Equity Grants ($) | Welfare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Disability | — | 868,219 | 2,464,648 | — | — | 3,332,867 |
| Death | — | 868,219 | 2,464,648 | — | — | 3,332,867 |
| Involuntary Termination (non-CIC) | 625,000 | — | — | 27,318 | 25,000 | 677,318 |
| Change-in-Control (double-trigger) | 2,986,438 | 868,219 | 4,535,495 | 59,315 | 25,000 | 8,474,468 |
Prior year (as of 12/31/2023) for context:
| Scenario | Severance ($) | Pro Rata Bonus ($) | Equity Grants ($) | Welfare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination (non-CIC) | 550,000 | — | — | 25,927 | 25,000 | 600,927 |
| Change-in-Control (double-trigger) | 2,470,625 | 685,313 | 2,073,955 | 55,973 | 25,000 | 5,310,867 |
Clawbacks: The 2020 Omnibus Plan includes misconduct/restatement clawbacks; Board adopted a standalone recoupment policy in line with SEC Rule 10D-1 and NYSE listing standards to recover “excess” incentive compensation upon financial restatements .
Performance & Track Record
- 2022–2024 PSU cycle paid out at 190% of target, driven by cumulative adjusted EPS performance ($4.82 vs $4.75 target) and rTSR at the 91st percentile, plus safety/ESG modifiers totaling 15% .
- 2024 execution: 9.4% adjusted EPS growth and 43.5% TSR, second in industry, underpinning above-target STI payouts and strong LTI outcomes .
Compensation Peer Group (Benchmarking)
The Compensation & Human Capital Committee uses a comparator group of gas, electric, and multi-line utilities for market review, advised by Meridian Compensation Partners (independent) . The group includes Alliant, Ameren, AEP, Atmos, Black Hills, CenterPoint, CMS, Dominion, DTE, Entergy, Evergy, Eversource, FirstEnergy, NJ Resources, OGE, ONE Gas, PPL, PSEG, Sempra, Southwest Gas, Spire, WEC, Xcel, among others .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~97% in favor; 2023 approval: ~94% in favor . Over the last five years, average ~96% support for Say-on-Pay; directors average ~98% support in elections .
- NiSource continues annual Say-on-Pay votes and emphasizes pay-for-performance alignment .
Equity Ownership & Alignment
- Beneficial ownership increased from 4,875 shares (Mar 18, 2024) to 32,994 shares (Mar 17, 2025), both <1% of class .
- No options outstanding; equity is in RSUs/PSUs with multi-year vesting, driving retention and alignment via hold requirements until guideline met .
- Anti-hedging/pledging and blackout trading policies reduce misalignment and speculative trading risk .
Expertise & Qualifications
- Nuclear Engineering degree (Purdue); Duke Fuqua AMP; senior reactor operator license (Peach Bottom) .
- Extensive nuclear and utility operations leadership; board/advisory roles in industry and community organizations .
Employment Terms Summary
- Double-trigger CIC protection (2x base+target bonus; pro-rata bonus; equity acceleration if not assumed; best-net-benefit; no tax gross-ups) .
- Non-CIC severance standard (52 weeks base; 130% COBRA; outplacement) .
- Trading and compliance controls: blackout windows; anti-derivatives; clawbacks .
Investment Implications
- Alignment: High at-risk pay with explicit financial (Adjusted EPS) and market (rTSR) metrics; STI/PSU outcomes tracking strong 2024 performance (EPS +9.4%, TSR 43.5%) suggest solid pay-for-performance linkage .
- Retention: Material unvested equity (PSUs/RSUs across 2025–2027) and 50% post-vest holding requirement support retention and alignment; absence of options reduces forced exercise/sell dynamics .
- Liquidity/timing: Notable vesting events (Feb 28, 2025; Feb 27, 2026; Feb 2027) may create potential liquidity, but insider trading windows and anti-hedging policies constrain timing/structures .
- Downside protection/overhang: No excise tax gross-ups; best-net-benefit on CIC; double-trigger structure mitigates single-trigger windfalls; severance and CIC economics for Jefferson total up to ~$8.47M under CIC, driven largely by equity acceleration .
- Governance: Strong say-on-pay support (~97% in 2024) and independent consultant oversight reduce compensation inflation risk; comparator benchmarking across regulated utilities provides market discipline .