William Johnson
Director at NI
Board
About William D. Johnson
Independent director at NiSource (NI), age 71, serving since 2022. Johnson chairs the Safety, Operations, Regulatory and Policy (SORP) Committee and sits on the Nominating & Governance (N&G) and Executive Committees; he is not an employee of the company and is classified as independent under NYSE rules, with the Board specifically evaluating and affirming independence despite ordinary-course, arm’s‑length relationships between NiSource subsidiaries and TC Energy, where he also serves as a director . The Board met 10 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings, and 92% of directors attended the 2024 annual meeting of stockholders, indicating solid engagement levels .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Gas & Electric Corporation | President & CEO | May 2019 – June 2020 | Led PG&E through emergence from bankruptcy; deep safety and risk oversight experience |
| Tennessee Valley Authority | President & CEO | Jan 2013 – May 2019 | Oversaw regulated utility operations; safety and risk governance |
| Progress Energy, Inc. (incl. predecessors) | Chairman, President & CEO; President & COO; President, Energy Delivery; President & CEO; EVP & General Counsel | 2000 – 2012 (roles spanning 2000–2012; senior legal and operating leadership) | Gained experience in complex corporate restructuring (Progress–Duke merger) and strategic operations |
| Carolina Power & Light (predecessor to Progress) | Senior legal and corporate secretary roles | Began 1992 (progressive senior roles) | Built legal and governance foundation; risk and compliance focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TC Energy Corp. | Director | Since June 2021 | Serves on Audit and Human Resources Committees |
| Edison Electric Institute | Vice Chair | Prior service | Industry leadership and policy engagement |
| Nuclear Energy Institute | Chair | Prior service | Nuclear safety and regulatory expertise |
| Institute of Nuclear Power Operations | Board member | Prior service | Safety oversight and operational excellence |
| World Association of Nuclear Operators | Governor | Prior service | Global nuclear safety governance |
| Nuclear Electric Insurance Limited | Board member | Prior service | Risk management and insurance governance |
Board Governance
| Attribute | Status/Detail |
|---|---|
| Independence | Independent; Board evaluated TC Energy ordinary‑course relationships and affirmed independence (all directors independent except CEO) |
| Committee Assignments | SORP Committee (Chair); N&G Committee; Executive Committee |
| Attendance | Board met 10x in 2024; each incumbent director ≥75% attendance; 92% attended 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors; committees comprised of independent directors |
| Governance Practices | Majority voting with resignation policy; proxy access; special meeting rights; separate Chair and CEO |
Fixed Compensation
| Metric (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 129,452 |
| Stock Awards (grant-date fair value) | 174,000 |
| All Other Compensation (charitable match) | 20,000 |
| Total | 323,452 |
| Director Equity Grant Detail (2024) | Value |
|---|---|
| RSU grant date | May 13, 2024 |
| RSUs awarded | ~6,042 units |
| Grant price (per unit) | $28.80 |
| Grant-date fair value | $174,000 |
| Director Fee Structure (2024) | Value |
|---|---|
| Committee chair fee (per standing committee) | $20,000 |
| Chair of the Board additional annual compensation | $160,000 |
| Retainer mix | ~60% of annual retainer in RSUs (excluding committee retainers), vesting into common stock |
Performance Compensation
- NiSource does not grant stock options to directors; director equity is primarily RSUs as part of the annual retainer; no director performance-based metrics or PSUs disclosed for directors .
- Anti‑hedging and pledging: directors are prohibited from hedging or pledging company securities; short sales and option transactions also prohibited .
| Equity Award Structure (Directors, 2024) | Detail |
|---|---|
| Instrument | RSUs (annual grant) |
| Vesting/Distribution | RSUs convert into common stock upon vesting/distribution |
| Options/PSUs | No stock options granted; no director PSUs disclosed |
Other Directorships & Interlocks
| External Board | Role | Committees | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| TC Energy Corp. | Director | Audit; Human Resources | Board considered ordinary‑course arms‑length business relationships between NiSource subs and TC Energy—affirmed Johnson’s independence |
| NiSource C&HC Committee service | Member until Mar 19, 2024 | Compensation & Human Capital | No compensation committee interlocks involving NiSource executives in 2024; none of the C&HC members were officers/employees |
Expertise & Qualifications
- Three decades as utility CEO and senior executive across electric, gas, and nuclear; led PG&E’s bankruptcy emergence and Progress–Duke merger, indicating acumen in complex restructurings and regulatory navigation .
- Deep safety and risk oversight background valued by the Board; broad industry group leadership roles reinforce governance credibility in safety-critical environments .
Equity Ownership
| Ownership Metric (as of Mar 17, 2025) | Amount |
|---|---|
| Beneficially owned shares | 19,468 |
| Ownership % of outstanding | <1% (asterisked per proxy) |
| Outstanding RSUs/Deferred Stock Units (12/31/2024) | 19,332.257 units |
| Stock options outstanding | None (for directors and NEOs) |
| Director stock ownership guideline | 5x annual cash retainer within five years; all nominees compliant or in transition period |
- Hedging/pledging: prohibited for directors; no pledging disclosed, mitigating alignment risks .
Governance Assessment
- Board effectiveness: Johnson’s chairmanship of SORP places him at the center of safety, operations, and regulatory oversight—high‑impact for a regulated utility; his executive and nuclear sector experience supports rigorous risk governance .
- Alignment and incentives: Director pay mix is equity‑heavy (~60% RSUs), with clear ownership guidelines (5x cash retainer) and compliance, supporting long-term alignment; absence of options reduces risk of repricing concerns .
- Conflicts and interlocks: Potential TC Energy commercial touchpoints were reviewed with an independence determination and no related-person transactions required disclosure for 2024—positive signal on conflict management .
- Engagement: Attendance thresholds met (≥75%), majority attended annual meeting (92% of directors), with independent executive sessions—indicates active oversight culture .
- Shareholder sentiment: Say‑on‑pay support was strong (~96–97% in 2024), reflecting investor confidence in compensation governance; while executive-focused, it signals overall governance credibility .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, delinquent Section 16 filings, or option repricing; Board explicitly prohibits hedging/pledging and reported timely Section 16 compliance in 2024 .