UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☐
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
Eversource Energy
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
​
☐
Fee paid previously with preliminary materials.
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
​
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED MARCH 10, 2023
[MISSING IMAGE: lg_eversource-bw.jpg]
2023 ANNUAL MEETING OF SHAREHOLDERS
​
Dear Fellow Shareholders:
On behalf of the Board of Trustees and employees of Eversource Energy, it is my pleasure to invite you to attend the 2023 Annual Meeting of Shareholders of Eversource Energy.
I am pleased to report we had a very successful year in 2022. On the regulatory front, we achieved several important milestones. These included a positive resolution of our NSTAR Electric rate review in Massachusetts, as well as approvals by the Massachusetts Department of Public Utilities of our proposals to implement advanced metering infrastructure and a new methodology to resolve a bottleneck that had dramatically slowed the development of third-party solar generation in the state. Our Aquarion Water Companies provided high-quality service to customers in 2022, despite extreme drought conditions, and continued its growth through acquisitions and our natural gas distribution companies continued to provide safe, reliable service.
 ​ ​
[MISSING IMAGE: ph_nolanjoseph-bw.jpg]
 ​
Energy supply costs emerged as a major concern in 2022. Global issues, including the war in Ukraine, drove up natural gas prices, causing significant increases in the supply portion of customer bills. Additionally, inadequate natural gas pipeline capacity into New England during the winter heating months contributed to an unprecedented spike in electric supply costs. In response, Eversource has broadened its customer assistance programs, ranging from flexible payment plans to energy efficiency programs and services.
Eversource maintained its emphasis on effective storm restoration and timely, informative storm-related communications with our stakeholders. We successfully responded to four major and nine minor activations of our Emergency Response Plans in 2022.
We achieved several milestones in our work to be a catalyst for clean energy for New England and the Northeast. Our battery storage unit in Provincetown, Massachusetts entered service and we began work on a networked geothermal energy pilot in Framingham, Massachusetts, with strong support from the community. We’ve proposed solar energy projects coupled with storage in Massachusetts, and we received approval for additional planned investments to support the growth of electric vehicle charging stations.
Our states’ emphasis on electrification as a path to emissions reduction, as well as the continued growth of distributed renewable generation, creates significant opportunities for transmission development. We are working to increase transmission capacity while building all stakeholders’ awareness that the clean energy future will require major network investment.
We expect offshore wind to provide a steadily growing source of energy for the Northeast United States. Our offshore wind joint venture with Ørsted worked effectively in 2022 to advance our three projects. Over the long term, our role in offshore wind may evolve into being a builder and operator of the transmission network that will bring wind energy onto the grid, rather than as an owner of wind turbines. In May 2022, we commenced a strategic review of our offshore wind investment portfolio.
We continue to be an industry leader in sustainability, environmental, social and governance (ESG) areas and diversity and inclusion. We made progress on our commitment to achieve carbon neutrality from operations by 2030 and committed to creating an emissions science-based target — a best practice that extends our commitment to emissions reductions and places us among industry leaders. We maintained strong ratings from leading ESG evaluators and published an enriched and improved Sustainability Report, as well as a new Diversity, Equity and Inclusion Report. Finally, we created additional tools and policies to help us incorporate equity into all of our actions.
We strongly supported our communities throughout the year, including through our signature events. We were proud to receive independent national recognition for excellence in a variety of areas, particularly our ESG performance. These honors included Newsweek’s list of Most Responsible Companies, where we again ranked as the #1 utility; the JUST Capital and CNBC list of Most JUST Companies; the Bloomberg Gender Equality Index; Investor’s Business Daily magazine’s list of 100 Best ESG Companies; and #1 and #2 rankings in several categories of Institutional Investor’s annual investor rankings of utilities.
Before closing, I want to recognize James S. DiStasio, who will retire from the Board of Trustees effective on the date of our Annual Meeting. Jim has been a cohort and friend, whose guidance and support have helped Eversource greatly through the years. We are grateful for his exceptional service to the Board and the Company.
On behalf of your Board of Trustees, we thank you for your continued support of Eversource Energy.
Very truly yours,
[MISSING IMAGE: sg_joenolan-bw.jpg]
Joseph R. Nolan, Jr.
Chairman of the Board, President and Chief Executive Officer
March   , 2023
[THIS PAGE LEFT BLANK INTENTIONALLY.]
[MISSING IMAGE: lg_eversource-bw.jpg]
Notice of Annual
Meeting of Shareholders
​ DATE: ​ ​ Wednesday, May 3, 2023 ​
​ TIME: ​ ​ 10:30 a.m. Eastern Time ​
​ PLACE: ​ ​
Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199
 ​
Business Items/Agenda
1.
Elect the eleven nominees named in the proxy statement as Trustees to hold office until the 2024 Annual Meeting.
​
2.
Consider an advisory proposal approving the compensation of our Named Executive Officers.
​
3.
Consider an advisory proposal on the frequency of future advisory proposals on executive compensation.
​
4.
Approve the First Amendment to the 2018 Eversource Energy Incentive Plan to authorize up to an additional 4,200,000 common shares for issuance under the 2018 Energy Incentive Plan.
​
5.
Approve an increase to the number of Eversource Energy common shares authorized for issuance by the Board of Trustees in accordance with Section 19 of the Eversource Energy Declaration of Trust by 30,000,000 common shares, from 380,000,000 authorized common shares to 410,000,000 authorized common shares.
​
6.
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.
​
7.
Consider other matters that may properly come before the meeting.
​
Adjournments and Postponements
The business items to be considered at the Annual Meeting may be considered at the meeting or following any adjournment or postponement of the meeting.
Record Date
You or your proxy are entitled to vote at the Annual Meeting or at any adjournment or postponement if you were an Eversource Energy shareholder at the close of business on March 7, 2023.
Voting
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting and Voting” beginning on page 92. This Notice of Annual Meeting of Shareholders and our proxy statement are first being made available to shareholders on or about March   , 2023.
Meeting Attendance Information
You or your proxy are entitled to attend the Annual Meeting or any adjournment or postponement if you were an Eversource Energy shareholder at the close of business on March 7, 2023 or hold a valid proxy to vote at the Annual Meeting. Please be prepared to present photo identification to be admitted to the meeting. If your shares are not registered in your name but are held in “street name” through a bank, broker or other nominee, and you plan to attend, please bring proof of ownership.
By Order of the Board of Trustees,
[MISSING IMAGE: sg_jameswhuntl-bw.jpg]
James W. Hunt, III
Executive Vice President and Secretary
March   , 2023
​ ​
Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be held on May 3, 2023. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2023 and the 2022 Annual Report are available on the Internet at www.envisionreports.com/ES
 ​ ​
[THIS PAGE LEFT BLANK INTENTIONALLY.]
TABLE OF CONTENTS
​ ​ ​ ​ ​ 1 ​ ​
​ ​ ​ ​ ​ 1 ​ ​
​ ​ ​ ​ ​ 2 ​ ​
​ ​ ​ ​ ​ 2 ​ ​
​ ​ ​ ​ ​ 3 ​ ​
​ ​ ​ ​ ​ 6 ​ ​
​ ​ ​ ​ ​ 13 ​ ​
​ ​ ​ ​ ​ 13 ​ ​
​ ​ ​ ​ ​ 13 ​ ​
​ ​ ​ ​ ​ 14 ​ ​
​ ​ ​ ​ ​ 16 ​ ​
​ ​ ​ ​ ​ 17 ​ ​
​ ​ ​ ​ ​ 20 ​ ​
​ ​ ​ ​ ​ 20 ​ ​
​ ​ ​ ​ ​ 21 ​ ​
​ ​ ​ ​ ​ 22 ​ ​
​ ​ ​ ​ ​ 22 ​ ​
​ ​ ​ ​ ​ 28 ​ ​
​ ​ ​ ​ ​ 29 ​ ​
​ ​ ​ ​ ​ 30 ​ ​
​ ​ ​ ​ ​ 31 ​ ​
​ ​ ​ ​ ​ 31 ​ ​
​ ​ ​ ​ ​ 31 ​ ​
​ ​ ​ ​ ​ 32 ​ ​
​ ​ ​ ​ ​ 33 ​ ​
​ ​ ​ ​ ​ 34 ​ ​
​ ​ ​ ​ ​ 36 ​ ​
​ ​ ​ ​ ​ 36 ​ ​
​ ​ ​ ​ ​ 41 ​ ​
​ ​ ​ ​ ​ 41 ​ ​
​ ​ ​ ​ ​ 42 ​ ​
​ ​ ​ ​ ​ 42 ​ ​
​ ​ ​ ​ ​ 44 ​ ​
​ ​ ​ ​ ​ 44 ​ ​
​ ​ ​ ​ ​ 45 ​ ​
​ ​ ​ ​ ​ 46 ​ ​
​ ​ ​ ​ ​ 46 ​ ​
​ ​ ​ ​ ​ 47 ​ ​
​ ​ ​ ​ ​ 54 ​ ​
​ ​ ​ ​ ​ 57 ​ ​
2023 Proxy Statement i
 
​ ​ ​ ​ ​ 58 ​ ​
​ ​ ​ ​ ​ 58 ​ ​
​ ​ ​ ​ ​ 58 ​ ​
​ ​ ​ ​ ​ 59 ​ ​
​ ​ ​ ​ ​ 59 ​ ​
​ ​ ​ ​ ​ 60 ​ ​
​ ​ ​ ​ ​ 60 ​ ​
​ ​ ​ ​ ​ 61 ​ ​
​ ​ ​ ​ ​ 61 ​ ​
​ ​ ​ ​ ​ 63 ​ ​
​ ​ ​ ​ ​ 64 ​ ​
​ ​ ​ ​ ​ 65 ​ ​
​ ​ ​ ​ ​ 65 ​ ​
​ ​ ​ ​ ​ 67 ​ ​
​ ​ ​ ​ ​ 67 ​ ​
​ ​ ​ ​ ​ 71 ​ ​
​ ​ ​ ​ ​ 71 ​ ​
​ ​ ​ ​ ​ 76 ​ ​
​ ​ ​ ​ ​ 77 ​ ​
​ Item 3: Advisory Vote on Frequency of Future Advisory Proposals​ ​ ​ ​
​
 ​ ​
​ ​ ​ ​
​
 ​ ​
​ ​ ​ ​
​
 ​ ​
​ ​ ​ ​
​
 ​ ​
​ ​ ​ ​
​
 ​ ​
​ ​ ​ ​ ​ 88 ​ ​
​ ​ ​ ​ ​ 89 ​ ​
​ ​ ​ ​ ​ 91 ​ ​
​ ​ ​ ​ ​ 91 ​ ​
​ 2022 Annual Report and Annual Report on Form 10-K​ ​ ​ ​
​
 ​ ​
​ Questions and Answers About the Annual Meeting and Voting​ ​ ​ ​
​
 ​ ​
Forward-Looking Statements
This proxy statement may contain forward-looking statements that are intended to qualify for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as “estimate,” “expect,” “anticipate,” “intend,” “plan,” “project,” “believe,” “forecast,” “should,” “could,” and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made and speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
ii 2023 Proxy Statement
Information Summary
This summary highlights information contained elsewhere in this proxy statement. This is only a summary, and we encourage you to review the entire proxy statement, as well as our 2022 Annual Report. A Notice of Internet
Availability of Proxy Materials, our 2022 Annual Report, and a form of proxy or voting instruction card are first being made available to shareholders on or about March   , 2023.
​
​ ​
Annual Meeting of Shareholders
 ​ ​
​ ​
Time and Date:
 ​ ​ 10:30 a.m., Eastern Time, on Wednesday, May 3, 2023 ​ ​
​ ​
Location:
 ​ ​
Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199
 ​ ​
​ ​
Record Date:
 ​ ​ March 7, 2023 ​ ​
2022 Performance Highlights
​
We achieved excellent financial, operational and environmental, social and governance (ESG) performance results in 2022. The following are brief summaries of some of our most important accomplishments. Please also refer to “Summary of 2022 Accomplishments” found on page 36 of this proxy statement.
​
Financial
 ​ ​
Operational
 ​ ​
ESG
 ​
​
•
2022 earnings per share equaled $4.05, and non-GAAP earnings per share equaled $4.09, which excludes the Columbia Gas integration and related transition costs in 2022, charges in 2022 related to the acquisition and transition of New England Service Company and The Torrington Water Company and charges in 2022 related to the strategic review of our offshore wind investments. Please see Exhibit A to the Compensation Discussion and Analysis.
​
•
Our Board of Trustees increased the annual dividend rate by 5.8 percent for 2022 to $2.55 per share, exceeding the Edison Electric Institute (EEI) Index companies’ median dividend growth rate of 4.5 percent.
​
•
We made substantial progress in the siting and permitting of our three offshore wind projects and continued to advance our clean energy financial opportunities through our offshore wind energy partnership with Ørsted.
​
•
We continued our water business growth through the acquisition of The Torrington Water Company and the execution of a purchase and sale agreement with the Pinehills Water Company.
​
 ​ ​
•
On average, 2022 customer power interruptions were 19.5 months apart, and average service restoration time was 65.2 minutes; this performance ranks us in the top decile and top quartile of the industry, respectively.
​
•
Our on-time response to gas customer emergency calls was 97.8 percent, which continues to exceed mandated emergency response requirements.
​
•
We achieved constructive regulatory outcomes at both the state and federal levels.
​
•
We enhanced our Customer Experience through several customer service, storm restoration and information technology initiatives.
​
•
We completed the integration of our recently acquired Eversource Gas Company of Massachusetts assets, ahead of schedule and below budget.
​
 ​ ​
•
We achieved continued progress on our carbon neutral goal by 2030, as well as in the areas of energy efficiency, offshore wind, large-scale solar installation, battery storage, and electric vehicles, and committed to the establishments of science-based targets. The initiatives we describe in this proxy statement have significantly advanced our long-term strategy of being a clean energy leader.
​
•
Our 2023 Trustee nominees include six who have served on the Board for five or fewer years, four who are women and four who are persons of color.
​
•
The Governance, Environmental and Social Responsibility Committee amended its Charter in 2022 to reflect its increased oversight of ESG and climate matters.
​
•
We were again recognized by a significant number of organizations for our leadership in ESG, women’s equality, veterans and diversity hiring, workplace wellness, and investor relations.
​
•
We continued our strong support of our communities through our corporate philanthropy and employee volunteer programs. Our 2022 charitable giving totaled $15.8 million.
​
 ​
2023 Proxy Statement 1
Information Summary
Corporate Governance Highlights
​
We maintain effective corporate governance standards:
✓
All Trustees are elected annually and by a majority vote of the common shares issued and outstanding.
​
✓
All of the nominees are independent other than the Chief Executive Officer.
​
✓
We have a Lead Independent Trustee and hold at least three Independent Trustee meetings every year.
​
✓
We adopted a proxy access provision in 2018.
​
✓
Each of our Trustees attended at least 75 percent of the aggregate number of Board and Committee meetings during 2022.
​
✓
We require that Trustees retire at the Annual Meeting following the Trustee’s 75th birthday.
​
✓
We hold Shareholder engagement meetings throughout the year between management and our shareholders, which discuss executive compensation governance, our financial performance, ESG, climate change and sustainability, and overall corporate governance.
​
✓
We conduct annual Board and Committee self-assessments and other Board refreshment actions.
​
✓
Our shareholders have the right to call a special meeting upon the request of the holders of 10 percent of the Company’s outstanding shares.
​
✓
We amended our Governance, Environmental and Social Responsibility Committee Charter in 2022 to reflect the increased oversight and attention being devoted to ESG and climate matters by that Committee.
​
​
Executive Compensation Governance Highlights
​
What we DO:
✓
Focus on Pay for Performance.
​
✓
Maintain share ownership and holding guidelines.
​
✓
Utilize balanced incentive metrics including both absolute and relative measures.
​
✓
Deliver the majority of incentive compensation opportunity in long-term equity.
​
✓
Maintain double-trigger change in control vesting provisions.
​
✓
Maintain a broad financial and personal misconduct clawback policy relating to incentive compensation.
​
✓
Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity.
​
✓
Engage an independent compensation consultant.
​
✓
Hold an annual Say-on-Pay vote.
​
✓
Impose payout limitations on incentive awards.
​
✓
Maintain a limited executive and Trustee trading window.
​
What we DON’T do:
X
Include tax gross-ups in any new or materially amended executive compensation agreements.
​
X
Allow hedging, pledging or similar transactions by executives and Trustees.
​
X
Provide for liberal share recycling within long term compensation grants.
​
X
Pay dividends on equity awards before vesting.
​
X
Allow for discounts or repricing of options or stock appreciation rights.
​
X
Grant change in control agreements (since 2010).
​
​
2 2023 Proxy Statement
Information Summary
Voting Items and Board Recommendations
​
2023 Business Items
The Board of Trustees of Eversource Energy is asking you to vote on six items:
Item 1 — Election of Trustees
​
The Board has nominated eleven Trustees for re-election to our Board of Trustees. Loretta D. Keane was elected to the Board by the Trustees effective January 1, 2023. Each of the other nominees was elected to the Board by at least
90 percent of the shares voted at the 2022 Annual Meeting. The following table provides summary information about each nominee:
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Board Committees
 ​
​
Trustee
 ​ ​
Age
 ​ ​
Trustee
Since
 ​ ​
Independent
 ​ ​
Audit
 ​ ​
Compensation
 ​ ​
Governance,
Environmental
and Social
Responsibility
 ​ ​
Executive
 ​ ​
Finance
 ​
​ Cotton M. Cleveland ​ ​ ​ ​ 70 ​ ​ ​ ​ ​ 1992 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ C ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ M ​ ​
​ Francis A. Doyle ​ ​ ​ ​ 74 ​ ​ ​ ​ ​ 2012 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ C ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​
​ Linda Dorcena Forry ​ ​ ​ ​ 49 ​ ​ ​ ​ ​ 2018 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​
​ Gregory M. Jones ​ ​ ​ ​ 65 ​ ​ ​ ​ ​ 2020 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​
​ Loretta D. Keane ​ ​ ​ ​ 64 ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ V ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​
​ John Y. Kim ​ ​ ​ ​ 62 ​ ​ ​ ​ ​ 2018 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ V ​ ​
​ Kenneth R. Leibler ​ ​ ​ ​ 74 ​ ​ ​ ​ ​ 2006 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​
​ David H. Long ​ ​ ​ ​ 62 ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 59 ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ N ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ C ​ ​ ​ ​ ​ ​ ​ ​
​ William C. Van Faasen ​ ​ ​ ​ 74 ​ ​ ​ ​ ​ 2012 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ C ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​
​ Frederica M. Williams ​ ​ ​ ​ 64 ​ ​ ​ ​ ​ 2012 ​ ​ ​ ​ ​ Y ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ M ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
C:
Committee Chair
​
M:
Committee member
​
V:
Committee Vice Chair
​
Board Composition
Of our eleven nominees, ten are independent, six have served on the Board for five or fewer years, four are women, and four are persons of color. Please see the sections in Item 1 Election of Trustees, under the captions
“Election of Trustees,” “Selection of Trustees,” “Trustee Qualifications, Skills and Experience,” and “Evaluation of Board and Board Refreshment” beginning on page 6.
​
Item 2 — Advisory Vote to Approve the Compensation of our Named Executive Officers
​
We are asking shareholders to approve the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (SEC). As noted in the Summary of 2022 Accomplishments and elsewhere in this proxy statement, we achieved excellent performance results in 2022, and our total shareholder return continues to consistently outperform the utility industry over the
long term. Our Board is committed to executive compensation programs that reflect market-based incentive compensation and that align the interests of our executives with those of our shareholders, and we believe that the compensation paid to our Named Executive Officers in 2022 reflects that alignment between pay and performance. Please see pages 77-78.
​
2023 Proxy Statement 3
Information Summary
Item 3 — Advisory Vote to Approve the frequency of future advisory proposals on Executive Compensation
​
We are asking shareholders to vote on an advisory proposal to approve the frequency of future advisory proposals on executive compensation of our Named Executive Officers, commonly known as “Say-on-Pay,” as disclosed in the Compensation Discussion and Analysis,
compensation tables and narrative discussion in this proxy statement. Both the Corporate Governance Committee and the Board of Trustees voted at their February 2023 meetings to recommend the continuance of an annual vote. Please see page 79.
​
Item 4 — Approve the First Amendment to the 2018 Eversource Energy Incentive Plan to authorize up to an additional 4,200,000 common shares for issuance under the 2018 Eversource Energy Incentive Plan
​
We are asking shareholders to approve a First Amendment to the 2018 Eversource Energy Incentive Plan to authorize
up to an additional 4,200,000 common shares for issuance under the Plan. Please see pages 80-85.
​
Item 5 — Approve an increase to the number of Eversource Energy authorized common shares from 380,000,000 to 410,000,000
​
We are asking shareholders to approve an increase to the Eversource Energy authorized common shares from 380,000,000 to 410,000,000 common shares, pursuant to
Section 19 of the Eversource Energy Declaration of Trust. Please see page 87.
​
Item 6 — Ratify the Selection of the Independent Registered Public Accounting Firm for 2023
​
Our Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2023. The Board is seeking shareholder ratification of this selection. Please see pages 88-90.
​ ​
The Board of Trustees recommends that shareholders vote FOR Items 1, 2, 4, 5, 6 and One Year For Item 3.
 ​ ​
​
4 2023 Proxy Statement
[MISSING IMAGE: lg_eversource-bw.jpg]
Proxy Statement
Annual Meeting of Shareholders
May 3, 2023
Introduction
​
We are furnishing this proxy statement in connection with the solicitation of proxies by the Board of Trustees of Eversource Energy for use at the Annual Meeting of Shareholders (the Annual Meeting). We are holding the Annual Meeting on Wednesday, May 3, 2023, at 10:30 a.m. Eastern Time, at the offices of Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199.
We have provided our shareholders with a Notice of Internet Availability of our proxy materials or paper copy with instructions on how to access our proxy materials online and how to vote. We will continue to provide printed materials to those shareholders who have requested them. If you are a record holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Investor Services, P. O. Box 43078, Providence, Rhode Island 02940-3078; toll free: 800-999-7269; or login to your online account at www.computershare.com/investor to update your delivery preferences. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held.
We are making this proxy statement available to solicit your proxy to vote on the matters presented at the Annual Meeting. Our Board requests that you submit your proxy by the Internet, telephone, email, or at the Annual Meeting so that your shares will be represented and voted at our
Annual Meeting. The proxies will vote your common shares as you direct. For each item, you may vote “FOR” or “AGAINST” a nominee or item or you may abstain from voting on the item.
If you submit a signed proxy card without any instructions, the proxies will vote your common shares consistent with the recommendations of our Board of Trustees as stated in this proxy statement. If any other matters are properly presented at the Annual Meeting for consideration, the proxies will have discretion to vote your common shares on those matters. As of the date of this proxy statement, we did not know of any other matters to be presented at the Annual Meeting.
Only holders of common shares of record at the close of business on March 7, 2023 (the record date) are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. On the record date, there were 29,951 holders of record and 348,673,173 common shares outstanding and entitled to vote. You are entitled to one vote on each matter to be voted on at the Annual Meeting for each common share that you held on the record date.
The principal office of Eversource Energy is located at 300 Cadwell Drive, Springfield, Massachusetts 01104. The general offices of Eversource Energy are located at 800 Boylston Street, Boston, Massachusetts 02199 and 56 Prospect Street, Hartford, Connecticut 06103-2818.
​
2023 Proxy Statement 5
Item 1: Election of Trustees
Our Board of Trustees oversees the business affairs and management of Eversource Energy. The Board currently consists of twelve Trustees, one of whom, Joseph R. Nolan, Jr., our Chairman of the Board, President and Chief Executive Officer, is a member of management.
James S. DiStasio is retiring from the Board effective on the date of the Annual Meeting; we thank him for his exceptional service to the Company. The Board has nominated each of the other incumbent 11 Trustees for re-election at the Annual Meeting to hold office until the next Annual Meeting or otherwise until the succeeding Board of Trustees has been elected and at least a majority of the succeeding Board is qualified to act. The number of Trustees was last set at 14; this provides the Board with flexibility to add Trustees when appropriate. Shareholders may vote for up to 11 nominees. Unless you specify otherwise in your vote, we will vote the enclosed proxy to elect the 11 nominees named on pages 7-12 as Trustees.
We describe below and on the following pages each nominee’s name, age, and date first elected as a Trustee, Committees served on, and a brief summary of the nominee’s business experience, including the nominee’s particular qualifications, skills and experience that led the
Board to conclude that the nominee should continue to serve as a Trustee. Please see the Trustees’ biographies below and the sections captioned “Selection of Trustees,” “Trustee Qualifications, Skills and Experience” and “Evaluation of the Board and Board Refreshment” beginning on page 13. Each nominee has indicated to our Lead Independent Trustee that he or she will stand for election and will serve as a Trustee if elected. The affirmative vote of the holders of a majority of the common shares outstanding as of the record date will be required to elect each nominee. This means that each nominee must receive the affirmative vote of the holders of more than 50 percent of the total common shares outstanding. You may either vote “FOR” or “AGAINST” all, some, or none of the Trustees, or you may abstain from voting. Broker non-votes and abstentions will be counted in the determination of a quorum and will have the same effect as a vote against a nominee.
​ ​
The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.
 ​ ​
​
6 2023 Proxy Statement
Item 1: Election of Trustees
[MISSING IMAGE: ph_cottoncleveland-bw.jpg]
Cotton M. Cleveland
 
Age: 70
Trustee since 1992
Committees: Executive, Finance, and Governance, Environmental and Social Responsibility
BACKGROUND
Ms. Cleveland has served as President of Mather Associates, a firm specializing in leadership and organizational development for business, public and nonprofit organizations since 2012. She is currently a director of Ledyard National Bank, a former Director of Main Street America Holdings, Inc., and was the founding Executive Director of the state-wide Leadership New Hampshire program. She has served on the Board of Directors of the Bank of Ireland and as Interim President and Chief Executive Officer of the New Hampshire Women’s Foundation. Ms. Cleveland has also served as Chair, Vice Chair and a member of the Board of Trustees of the University System of New Hampshire, as Co-Chair of the Governor’s Commission on New Hampshire in the 21st Century, and as an incorporator for the New Hampshire Charitable Foundation. Ms. Cleveland received a B.S. degree magna cum laude from the University of New Hampshire, Whittemore School of Business and Economics. She is a certified and practicing Court Appointed Special Advocate/Guardian ad Litem (CASA/GAL) volunteer for abused and neglected children.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Ms. Cleveland founded and serves as President of her own consulting firm. She has experience serving on the boards of directors of numerous companies. She also benefits from her policy-making level experience in education at the university level as the Chair, Vice Chair and member of the Board of Trustees of the University System of New Hampshire. In addition, she has policy-making level experience in financial and capital markets as a result of her service as a director of Ledyard National Bank and Bank of Ireland. Her ties to the State of New Hampshire also provide the Board with valuable perspective. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Cleveland should continue to serve as a Trustee.
[MISSING IMAGE: ph_francisdoyle-bw.jpg]
Francis A. Doyle
 
Age: 74
Trustee since 2012
Committees: Audit, Compensation, and Executive
BACKGROUND
Mr. Doyle served as Chairman and Chief Executive Officer of Connell Limited Partnership, whose businesses produce parts for the automotive, power, mining, appliance, farm equipment and supply machinery to the warehouse automation and software and medical and food packaging industries, until his retirement in 2022. Prior to 2001, he was Vice Chairman of PricewaterhouseCoopers LLP, where he was Global Technology Leader and a member of the firm’s Global Leadership Team, having served in various capacities during his 29 years with the firm, including Office and Regional Managing Partner, Mergers & Acquisition Managing Partner and Engagement Partner on significant publicly traded companies. Mr. Doyle currently serves as Board Chairman on two private-equity companies, Mid America Pet (dba Victor Pet Food) and Purpose Built Brands. He is a member of the Board and has served as chairman of the audit committee and as a member of the executive committee, and is a current member of the audit, nominating and governance, investment, and joint risk and audit committees of Liberty Mutual Holding Company, Inc. Mr. Doyle has also served as a director of Citizens Financial Group, where he was a member of the executive committee and chaired the compensation committee, as a trustee of the Joslin Diabetes Center, where he chaired the finance committee, and as a trustee of Boston College. Mr. Doyle is a certified public accountant and holds a B.S. degree and an M.B.A. degree from Boston College.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Doyle has significant mergers and acquisition, financial, accounting, financial reporting and technology risk management experience and an in-depth understanding of finance and capital markets derived through his years at PricewaterhouseCoopers LLP. He also has extensive senior management experience as the Chief Executive Officer of a global industrial company. Mr. Doyle has served on the boards of directors of public and private companies and on various committees of those boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Doyle should continue to serve as a Trustee.
​
​
2023 Proxy Statement 7
Item 1: Election of Trustees
[MISSING IMAGE: ph_lindadorcenaforry-bw.jpg]
Linda Dorcena Forry
 
Age: 49
Trustee since 2018
Committees: Finance and Governance, Environmental and Social Responsibility
BACKGROUND
Ms. Forry served as Vice President of Diversity, Inclusion and Community Relations, Northeast Region, of Suffolk Construction from 2018-2022. Ms. Forry served in the Massachusetts Senate from 2013 to 2018, where she was appointed Assistant Majority Whip in 2017 and served in the Massachusetts House of Representatives from 2005 to 2013. She also served on the Executive Staff of the Department of Neighborhood Development for the City of Boston and as a Legislative Assistant for the Massachusetts State Legislature. Ms. Forry serves on numerous boards and civic organizations, including the Boston Public Library, Edward M. Kennedy Institute, U.S. Senate, Winsor School, John F. Kennedy Library Advisory Board, Boys and Girls Club of Dorchester, Make-A-Wish Foundation Massachusetts and Rhode Island, BIDMC Trustee Advisory Board, Rappaport Institute for Greater Boston at Harvard Kennedy School of Government, and National Haitian American Elected Officials Network (NHAEON). Ms. Forry received her B.A. degree from Boston College Carroll School of Management in 1998 and her M.P.A. from Harvard University’s Kennedy School of Government in 2014.​
QUALIFICATIONS, SKILLS AND EXPERIENCE
Ms. Forry’s service as Vice President of Diversity, Inclusion and Community Relations at Suffolk Construction provided her company with tools by which it can increase diversity and inclusion and maintain excellent relations between Suffolk Construction and the Northeast community. Ms. Forry also has significant policy-making level experience from her tenure in state and local government in Massachusetts. She also has experience serving on the boards of directors of several non-profit boards. Her experience and expertise provide the Board and the Company with insight into how Eversource can continue its important work in furthering diversity and inclusion in Eversource’s workplace and maintaining a close relationship with our customer communities. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Forry should continue to serve as a Trustee.
[MISSING IMAGE: ph_gregjones-bw.jpg]
Gregory M. Jones
 
Age: 65
Trustee since 2020
Committees: Audit and Finance
BACKGROUND
Mr. Jones has served as the Vice President, Community Health and Engagement for Hartford Healthcare since 2017. In April of 2012 he established The Legacy Foundation of Hartford, Inc. and continues to serve as its Chairman. He was the Founder and served as Principal of the Corporate Development Group from 2008 to 2012. In 2011, Mr. Jones joined Tyco Fire & Security as director of North American mergers and acquisitions until 2012. Mr. Jones also serves on several charitable non-profit boards, including the Greater Hartford Community Foundation, Inc. and the Southside Institutions Neighborhood Alliance, and served on the Hartford Hospital Board of Directors from 2012 – 2017. Mr. Jones received his B.S. degree in accounting from Morgan State University, his M.P.M. from Carnegie Mellon University and his M.B.A. from the Wharton School at the University of Pennsylvania.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Jones has considerable experience in business and management, including experience in financial markets and mergers and acquisitions. In his current position as Vice President, Community Health and Engagement for Hartford Healthcare, Mr. Jones provides his company with the tools to build a bridge between healthcare providers and community members. He also has experience serving on the boards of directors of non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Jones should continue to serve as a Trustee.
​
​
8 2023 Proxy Statement
Item 1: Election of Trustees
[MISSING IMAGE: ph_lorettadkeane-bwlr.jpg]
Loretta D. Keane
 
Age: 64
Trustee since 2023
Committees: Audit and Finance
BACKGROUND
Ms. Keane has served as Chief Financial Officer of Arcadia Solutions, LLC, a Boston based healthcare data platform service provider, since 2018. She served as Chief Financial Officer of the Forensic Risk Alliance in 2019 and as Chief Financial Officer of Clarity Software Solutions from 2014 – 2016. Ms. Keane received her B.S. degree in business administration in accounting from Suffolk University and her M.S. degree in taxation from Bentley College (now Bentley University). She has been active in Financial Executives International and the CFO Leadership Council and has lectured at Bentley University.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Ms. Keane has more than 20 years of Chief Financial Officer leadership experience at high growth software and technology companies. She has worked with executive management teams throughout the Eversource service territory, with focus on strategy and shareholder growth. She is a Certified Public Accountant. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Keane should continue to serve as a Trustee.
[MISSING IMAGE: ph_johnkim11-bw.jpg]
John Y. Kim
 
Age: 62
Trustee since 2018
Committees: Finance and Compensation
BACKGROUND
Mr. Kim has served as the founder and Managing Partner of Brewer Lane Ventures, LLC a technology-focused venture firm since 2019. Mr. Kim served as President of New York Life Insurance Company from 2015 until his retirement in 2018 and also served in a variety of other management positions at New York Life, including as the company’s Chief Investment Officer. Mr. Kim serves on the Board of Directors of Franklin Resources, Inc., a publicly held company and serves on the board of eight private companies: Avibra, Inc., Brella Insurance, Ease Capital, EvolutionIQ, Exos Financial, Kingfield Corp., Ladder Financial Inc., and Powerlytics, Inc. He has served as the vice chair of the Connecticut Business and Industry Association, as a member of the MetroHartford Alliance, Inc., and as chairman of the University of Connecticut Foundation. He has also been active with the Greater Hartford Arts Council, The Hartford Stage Company, and the Connecticut Opera Association. Mr. Kim received his B.A. degree from the University of Michigan in 1983 and his M.B.A. degree from the University of Connecticut in 1987.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Kim has more than 30 years of experience in the financial services area. His varied and comprehensive accounting, financial, technology, risk and financial reporting experience acquired at several nationally known insurance companies, including New York Life Insurance Company, Prudential Retirement, CIGNA Retirement and Investment Services and Aetna, provides the Board and its Committees with valuable insight and perspective. He also has been closely associated with several important Connecticut business and non-profit groups and is an experienced public company director. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Kim should continue to serve as a Trustee.
​
​
2023 Proxy Statement 9
Item 1: Election of Trustees
[MISSING IMAGE: ph_kennethrleiblerk-bw.jpg]
Kenneth R. Leibler
 
Age: 74
Trustee since 2006
Committees: Audit and Finance
BACKGROUND
Mr. Leibler has served as Chairman of the Board of The Putnam Mutual Funds since 2018. He has served as a trustee of The Putnam Mutual Funds since 2006 and served as Vice Chairman from 2016 – 2018. He serves as Trustee Emeritus of Beth Israel Deaconess Medical Center and has served as both a trustee and as vice chairman of Beth Israel Medical Center. He is a founding partner of the Boston Options Exchange and served as its chairman. He is a past vice chairman of the Board of Directors of ISO New England, Inc., the independent operator of New England’s bulk electric transmission system. He has also served as the Chairman and CEO of the Boston Stock Exchange, as President, Chief Operating Officer and Chief Financial Officer of the American Stock Exchange, and as a director of The Ruder Finn Group. Mr. Leibler received a B.A. degree magna cum laude from Syracuse University.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Leibler has considerable senior executive level experience in business and management, including experience in financial markets and risk assessment, as the former Chairman of the Boston Options Exchange, former Chairman and CEO of the Boston Stock Exchange, and former President, Chief Operating Officer and Chief Financial Officer of the American Stock Exchange, as well as through his current service as Chairman of the Board of The Putnam Mutual Funds, where he serves on the contract, executive, nominating and investment oversight committees. He also has policy-making level experience in the electric utility industry through his service as the Vice Chairman of ISO New England. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Leibler should continue to serve as a Trustee.
[MISSING IMAGE: ph_longdavid-bw.jpg]
David H. Long
 
Age: 62
Trustee since 2019
Committees: Compensation and Governance, Environmental and Social Responsibility
BACKGROUND
Mr. Long currently serves as the Chairman of Liberty Mutual Holding Company, Inc. He was elected President and a Director of Liberty Mutual Holding Company, Inc. in 2010, became Chief Executive Officer in 2011 and was elected Chairman in 2013. He serves on numerous boards and civic organizations, including Hartwick College, Massachusetts General Hospital, Massachusetts General Hospital’s President’s Council, Ford’s Theatre, Massachusetts Competitive Partnership, Board of Governors for the Boston College, Chief Executives Club of Boston, MIT President’s CEO Advisory Board, Greater Boston Chamber of Commerce, Jobs for Massachusetts, Inc., Tamarack Technologies and as Chairman of Massachusetts General Hospital’s annual fundraiser, Aspire, which provides social services and development opportunities for children and young adults on the Autism spectrum. He also serves as a director and officer of The Common Room, a non-profit organization. Mr. Long received his B.A. degree from Hartwick College in 1983 and his M.S. in finance from Boston College in 1989, and was awarded an honorary doctorate degree from Hartwick College in 2014.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Long has over 35 years of experience in the financial services area. His comprehensive accounting, financial and financial reporting experience acquired in a regulated industry at Liberty Mutual Holding Company, Inc. provides the Board and its Committees with valuable insight and perspective. Mr. Long also acquired important management and leadership skills that provide additional value and support to the Board. He has served on numerous boards of for-profit and non-profit companies and their committees. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Long should continue to serve as a Trustee.
​
​
10 2023 Proxy Statement
Item 1: Election of Trustees
[MISSING IMAGE: ph_nolanjoseph-bw.jpg]
Joseph R. Nolan, Jr.
 
Age: 59
Chairman since 2022
Trustee since 2021
Committee: Executive
BACKGROUND
Mr. Nolan is Chairman of the Board, President and Chief Executive Officer of Eversource Energy and is Chairman and a director of Eversource’s principal subsidiaries, excepting The Connecticut Light and Power Company. Mr. Nolan was elected President and Chief Executive Officer in 2021 and elected Chairman in 2022. Previously, Mr. Nolan served as Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Energy since February 5, 2020. Prior to that, Mr. Nolan served as Executive Vice President-Customer and Corporate Relations of Eversource Energy from August 8, 2016 to February 5, 2020. Mr. Nolan also serves on the Boards of Directors of the New England Council, Chairman’s Council; Boston Children’s Hospital; Intercontinental Real Estate Corporation, Long Island, New York Association; Francis Ouimet Scholarship Fund; and Camp Harbor View Foundation. He received both his B.A. degree in communications and M.B.A. degree from Boston College.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Nolan is Chairman of the Board, President and Chief Executive Officer. His extensive experience in the energy industry and diverse communications and management skills provide the necessary background to lead the Company. He also serves our customer community through his service on and work with many non-profit boards. Since becoming Chief Executive Officer, he has continued the Company’s financial and operational success and continued to position Eversource as a national clean energy leader. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Nolan should continue to serve as a Trustee.
[MISSING IMAGE: ph_williamvanfaasen-bw.jpg]
William C. Van Faasen
 
Age: 74
Lead Independent Trustee since 2020
Trustee since 2012
Committees: Compensation, Executive, and Governance, Environmental and Social Responsibility
BACKGROUND
Mr. Van Faasen served as Chief Executive Officer of Blue Cross Blue Shield of Massachusetts, Inc. (BCBSMA), a health care services provider, from 1992 until his retirement in 2007. He is Chairman Emeritus of BCBSMA and also served as interim Chief Executive Officer in 2010. He has served as a director of Liberty Mutual Holding Company, Inc. since 2002 and as Lead Director since April 2012, and has served as a Director of Acreage Holdings, Inc. since 2018. He also served as a director of IMS Health, Inc. and as Lead Director and as a director of PolyMedica Corporation. He is an honorary director of the Greater Boston Chamber of Commerce and previously served as a director of the United Way of Massachusetts Bay and Merrimack Valley. Mr. Van Faasen received a B.A. degree from Hope College and an M.B.A. degree from Michigan State University.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Mr. Van Faasen brings to the Board extensive management, leadership and financial experience derived from leading a large company in a regulated industry. He also provides in-depth experience to the Board from his service as a director of several public companies, including service as a lead director and on board committees, and has also served on area non-profit boards, all of which continue to provide the Board with valuable knowledge and insight. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Van Faasen should continue to serve as a Trustee.
​
​
2023 Proxy Statement 11
Item 1: Election of Trustees
[MISSING IMAGE: ph_fredericawilliams1-bw.jpg]
Frederica M. Williams
 
Age: 64
Trustee since 2012
Committees: Audit and Governance, Environmental and Social Responsibility
BACKGROUND
Ms. Williams has served as President and Chief Executive Officer of Whittier Street Health Center in Boston, an urban community health care facility serving residents of Boston and surrounding communities, since 2002. Prior to joining Whittier Street Health Center, she served as the Senior Vice President of Administration and Finance and Chief Financial Officer of the Dimock Center, a large health care and human services facility in Boston. Ms. Williams is a member of the Board of Trustees of Dana Farber Cancer Institute, the Massachusetts League of Community Health Centers and Boston Health Net. She is a Fellow of the National Association of Corporate Directors, a member of the Massachusetts Women’s Forum, International Women’s Forum, and Women Business Leaders of the U.S. Health Care Industry Foundation. Ms. Williams attended the London School of Accountancy, passed the examinations of the Institute of Chartered Secretaries and Financial Administrators (United Kingdom) (ICSA) and of the Institute of Administrative Management (United Kingdom) with distinction, and was elected a Fellow of the ICSA in 2000. She obtained a graduate certificate in Administration and Management from the Harvard University Extension School and an M.B.A. degree with a concentration in Finance from Anna Maria College in Paxton, Massachusetts.
QUALIFICATIONS, SKILLS AND EXPERIENCE
Ms. Williams has more than 20 years of experience in a regulated industry, and has served as the President and Chief Executive Officer of Whittier Street Health Center, a national model for providing equitable access to high quality and cost-effective health care, for more than twenty years. This service has provided her with a broad base of financial, leadership, management and community experience and skills. She also has significant experience serving on several non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Williams should continue to serve as a Trustee.
​
12 2023 Proxy Statement
Governance of Eversource Energy
Board’s Leadership Structure
​
Joseph R. Nolan, Jr. is our Chairman of the Board, President and Chief Executive Officer. William C. Van Faasen serves as our Lead Independent Trustee.
As Lead Independent Trustee, Mr. Van Faasen presides at executive sessions of the independent Trustees; facilitates
communication between the Chief Executive Officer and the Board members; participates with the Compensation Committee, which he chairs, in its evaluation of the Chief Executive Officer; and provides ongoing information to the Chief Executive Officer about his performance.
​
Selection of Trustees
​
This section and the next two sections discuss how we select individuals to become Trustees and how we continually ensure that we have a fully-qualified, effective and diverse Board.
As set forth in its charter, it is the responsibility of the Governance, Environmental and Social Responsibility Committee to identify individuals qualified to become Trustee and to recommend to the Board a slate of Trustee nominees to be submitted to a vote of our shareholders at the Annual Meeting of Shareholders. The Committee has from time to time retained the services of a third party executive search firm to assist it in identifying and evaluating such individuals.
As provided in our Corporate Governance Guidelines, the Governance, Environmental and Social Responsibility Committee seeks nominees with the following qualifications:
​ ​
Trustees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board should represent diverse experience at policy-making levels in business, government, education, community and charitable organizations, as well as areas that are relevant to our business activities. The Governance, Environmental and Social Responsibility Committee also seeks diversity in gender, ethnicity and personal background when considering Trustee candidates.
 ​ ​
Applying these criteria and those noted elsewhere in this proxy statement, the Governance, Environmental and Social Responsibility Committee also considers Trustee
candidates suggested by its members as well as by management and shareholders.
As part of the annual nomination process, the Governance, Environmental and Social Responsibility Committee reviews the independence, qualifications, skills and experience of each nominee for Trustee and reports its findings to the Board. At the February 1, 2023 meetings, the Governance, Environmental and Social Responsibility Committee and the Board of Trustees determined that each Trustee (except our Chairman of the Board, President and Chief Executive Officer) is independent, that each Trustee possesses the highest personal and professional ethics, integrity and values, and that each Trustee remains committed to representing the long-term interests of our shareholders. The Committee’s review also focused on each Trustee’s experience at policy-making levels in business, government, education, community and charitable organizations, and other areas relevant to our business activities, as described below. Based on this review, the Committee advised the Board on February 1, 2023 that each of the Trustees was qualified to serve on the Board under the Corporate Governance Guidelines.
The Governance, Environmental and Social Responsibility Committee and the Board annually review the skills and qualifications that they determine are necessary for the proper oversight of the Company by the Trustees in furtherance of their fiduciary duties. The Committee and the Board remain focused on ensuring that the individual and collective abilities of the Trustees continue to meet the changing needs of the Company and its constituencies. The Board is committed to nominating individuals who satisfy the applicable criteria for outstanding service to our Company and who together comprise the appropriate and diverse Board composition in light of evolving business demands. The Board evaluates the effectiveness of each Trustee in contributing to the Board’s work and the potential contributions of each new nominee.
​
2023 Proxy Statement 13
Governance of Eversource Energy
Trustee Qualifications, Skills and Experience
​
Eversource Energy is a holding company with electric, gas and water utility subsidiaries that provide service to customers in Connecticut, Massachusetts and New Hampshire. The Company is a leader in enabling the development of clean energy. Combined with our successful and effective energy efficiency programs, the Company is positioned at the forefront in the fight against climate change. We stress great reliability and customer service for our customers, solid financial performance for our shareholders, a safe, respectful workplace for our employees that provides good wages and benefits, and continuous involvement with and support of our communities. Eversource has set a goal to be carbon neutral by 2030. To help us establish this we seek Trustees with both overall skills and experience and some that are specialized. We describe here and elsewhere the qualifications, skills and experience that we feel are necessary and that our Trustees possess.
Set forth below is a list of the qualifications, skills and experience we seek, followed by a description noting how these qualifications, skills and experience are particularly important to our Board:
Accounting and Financial Experience. As a publicly traded electric, gas and water utility holding company whose companies are subject to substantial federal, state and accounting industry rules, it is especially important that the Board members have significant accounting experience. Accurate and complete financial reporting, financing, auditing and internal controls are critical to our success. We expect all of our Trustees to be literate in financial statements and financial reporting processes. Several of our Trustees are career accounting and financial executives who provide us with superior strength in the Board’s oversight of this important element of the Board’s responsibilities.
Community and Charitable Organization Experience. Public utility companies have a unique position and role in the communities they serve beyond that of most corporations. The Board supports and encourages community involvement and development and philanthropic goals and activities. The Eversource Energy Foundation, Inc. was established in 1998 to focus on our community investments and to provide grants to our non-profit community partners. Consistent with our business strategy and core values, the Foundation invests primarily in projects that address issues of economic and community development and the environment. Each Trustee has experience in one or more community or charitable organizations. We operate New England’s largest energy delivery system in three different states. Because a majority
of our Trustees also reside in our service territory, they not only have ties to local communities, but they understand our customers’ needs.
Environmental, Social and Governance Experience. We place the highest priority on the environment, implementing measures like reducing the greenhouse gas emissions (GHG) footprint of both the Company and our region; on the wellbeing of our customers and communities, through excellent customer service and continuing corporate philanthropy programs; on the health, safety and advancement of our employees, through our many pay, benefit and overall human capital management programs; and through our sound, highly-rated governance practices. Experience in ESG is important, as it assists the Board in its oversight of our ESG practices so that Eversource is able to continue its commitment to protection of the environment, to the communities where our customers live and work, to our employees, and to society overall. Our Trustees have experience in all facets of ESG, understand this critical part of our business, and are able to help us in maintaining our position as an ESG leader.
Management, Senior Executive and Director Experience. Many of our Trustees serve or have served as senior executives or directors of other companies, providing us with unique insights. These individuals possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, long-term strategic planning, risk management and corporate governance, and know how to drive change and growth.
Regulatory Experience. Each of our utility subsidiaries is regulated in virtually all aspects of its business by various federal and state agencies, including the SEC, the Federal Energy Regulatory Commission (FERC), and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which we operate. Accordingly, the Board values the policy-making level experience in a heavily regulated industry that several of our Trustees possess.
Risk Management Experience. Assessing and managing risk in a rapidly changing clean energy environment is critical to our success. Several of our Trustees have served in leadership positions and have the experience to understand and evaluate the most significant risks we face and the experience and leadership to provide effective oversight of risk management processes.
​
14 2023 Proxy Statement
Governance of Eversource Energy
[MISSING IMAGE: tb_board-bw.jpg]
2023 Proxy Statement 15
Governance of Eversource Energy
Evaluation of Board and Board Refreshment
​
The Governance, Environmental and Social Responsibility Committee annually reviews and evaluates the performance of the Board of Trustees, Board Committees and individual Board members. The Committee periodically assesses the Board’s contribution as a whole and identifies areas in which the Board or senior management believes a better contribution can be made. The Committee also reviews the attributes and skills of the Board members as a way to refresh and continually ensure that the Board has the proper mix of skills. The Board and each of the Committees, other than the Executive Committee, also conduct annual performance self-evaluations to increase the effectiveness of the Board and its Committees; the results of these are reviewed and discussed with the Board. Our self-evaluation program includes the completion of Board and Committee questionnaires, interviews by the Lead Independent Trustee with each Board member, interviews by each Committee Chair with each Committee member, and discussions by the Board and each Committee of the Board and Committee effectiveness and any issues raised
by our Board members during the self-evaluation process. In addition to the Committee reviews and the annual self-evaluations conducted by the Committee and the Board, the Committee and the Board also annually review the independence, performance and qualifications of each Trustee prior to nominations being made for an additional term. These reviews are discussed by the Committee, following which it makes recommendations to the Board regarding nominees for election as Trustees.
Shareholders who desire to suggest potential candidates for election to the Board of Trustees may address such information, in writing, to our Secretary at the mailing address set forth on page 91 of this proxy statement. The communication must identify the writer as a shareholder of the Company and provide sufficient detail about the nominee for the Governance, Environmental and Social Responsibility Committee to consider the individual’s qualifications. Our Declaration of Trust also provides for proxy access.
​
16 2023 Proxy Statement
Governance of Eversource Energy
Board Committees and Responsibilities
​
The Board of Trustees has five standing committees, described below. The Board has adopted charters for each of these committees. These charters can be found
at www.eversource.com/content/general/about/investors/​
corporate-governance/board-committee-charters.
​
Audit Committee
​ ​
Members:
Francis A. Doyle, Chair
Loretta D. Keane, Vice Chair
Gregory M. Jones
Kenneth R. Leibler
Frederica M. Williams
 ​ ​ ​
The Audit Committee is responsible for oversight of the Company’s financial statements, the internal audit function, and compliance by the Company with legal and regulatory requirements. The Committee also oversees:
•
The appointment, compensation, retention and oversight of our independent registered public accounting firm.
​
•
The independent registered public accounting firm’s qualifications, performance and independence, as well as the performance of our internal audit function.
​
•
The review of guidelines and policies that govern management’s processes in assessing, monitoring and mitigating major financial risk exposures.
​
•
Financial reporting and review of accounting standards and systems of internal control.
​
•
Significant accounting policies, management judgments and accounting estimates, and earnings releases.
​
•
All matters that may have a material impact on the financial statements or the Company’s compliance policies and practices.
​
The Audit Committee has sole authority to appoint or replace the independent registered public accounting firm (for which it seeks shareholder ratification), and to approve all audit engagement fees and terms.
The Committee meets independently with the internal audit staff, the independent registered public accounting firm, management, and then solely as a Committee, at least quarterly. Following each Committee meeting, the Audit Committee reports to the full Board. The Audit Committee met six times during 2022, including the annual joint meeting with the Finance Committee.
Additional information regarding the Audit Committee is contained in Item 6 of this proxy statement beginning on page 88.
Financial Expertise: Each member of the Audit Committee meets the financial literacy requirements of the SEC, the New York Stock Exchange (NYSE) and our Corporate Governance Guidelines. The Board has affirmatively determined that Mr. Doyle is an “audit committee financial expert,” as defined by the SEC.
Independence: The Board has determined that each member of the Audit Committee meets the independence requirements of the SEC, the NYSE and our Corporate Governance Guidelines.
 ​ ​
2023 Proxy Statement 17
Governance of Eversource Energy
Compensation Committee
​ ​
Members:
William C. Van Faasen, Chair
James S. DiStasio
Francis A. Doyle
John Y. Kim
David H. Long
 ​ ​ ​
The Compensation Committee is responsible for the compensation and benefit programs for all executive officers of Eversource Energy and has overall authority to establish and interpret our executive compensation programs. The Compensation Committee also:
•
Reviews our executive compensation strategy, evaluates components of total compensation, assesses performance against goals, market competitive data and other appropriate factors, and makes compensation-related decisions based upon Company and executive performance.
​
•
Reviews and recommends to the Board of Trustees the compensation of the non-employee members of the Board.
​
•
Reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation and subject to the further review and approval of the independent Trustees, evaluates the performance of the Chief Executive Officer in light of those goals and objectives.
​
•
In collaboration with the Chief Executive Officer, oversees the evaluation of executive officers and engages in the succession planning process for the Chief Executive Officer and other executives.
​
•
Has the sole authority to select and retain experts and consultants in the field of executive compensation to provide advice to the Committee with respect to market data, competitive information, and executive compensation trends; retains an independent compensation consulting firm to provide compensation consulting services solely to the Compensation Committee.
​
Following each Committee meeting, the Compensation Committee reports to the full Board. The Compensation Committee met five times during 2022.
For additional information regarding the Compensation Committee, including the Committee’s processes for determining executive compensation, see the Compensation, Discussion and Analysis beginning on page 36.
Independence: The Board has affirmatively determined that each member of the Compensation Committee meets the independence requirements of the SEC, the NYSE and our Corporate Governance Guidelines.
 ​ ​
Executive Committee
​ ​
Members:
Joseph R. Nolan, Jr., Chair
James S. DiStasio
Cotton M. Cleveland
Francis A. Doyle
William C. Van Faasen
 ​ ​ ​
The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations set forth in our Declaration of Trust, during the intervals between meetings of the Board.
Following each Committee meeting, the Executive Committee reports to the full Board. The Executive Committee did not meet in 2022.
Independence: Except for Mr. Nolan, who is the Company’s Chairman of the Board, President and Chief Executive Officer, each member of the Executive Committee is independent.
 ​ ​
18 2023 Proxy Statement
Governance of Eversource Energy
Finance Committee
​ ​
Members:
James S. DiStasio, Chair
John Y. Kim, Vice Chair
Cotton M. Cleveland
Linda Dorcena Forry
Gregory M. Jones
Loretta D. Keane
Kenneth R. Leibler
 ​ ​ ​
The Finance Committee assists the Board in fulfilling its oversight responsibilities relating to financial plans, policies and programs for Eversource Energy and its subsidiaries. The Finance Committee also:
•
Reviews the Company’s plans and actions to assure liquidity; its financial goals and proposed financing programs modifying the Company’s capital structure; its financing programs, including but not limited to the issuance and repurchase of common and preferred shares, long-term and short-term debt securities and the issuance of guarantees; and its operating plans, budgets and capital expenditure forecasts.
​
•
Reviews the Company’s Enterprise Risk Management (ERM) program and in conjunction with other Committees of the Board, practices to monitor and mitigate cyber, physical security and other risk exposures.
​
•
Reviews and recommends the Company’s dividend policy, as well as new business ventures and initiatives which may result in substantial expenditures, commitments and exposures.
​
•
Conducts an annual review of counter-party credit policy, insurance coverages and pension plan performance.
​
Following each Committee meeting, the Finance Committee reports to the full Board. The Finance Committee met four times during 2022, including the annual joint meeting with the Audit Committee.
Independence: While the Committee is not subject to the same independence requirements of the Audit, Compensation and Governance, Environmental and Social Responsibility Committees, the Board has affirmatively determined that each member of the Finance Committee is independent.
 ​ ​
2023 Proxy Statement 19
Governance of Eversource Energy
Governance, Environmental and Social Responsibility Committee
​ ​
Members:
Cotton M. Cleveland, Chair
Linda Dorcena Forry
David H. Long
William C. Van Faasen
Frederica M. Williams
 ​ ​ ​
The Governance, Environmental and Social Responsibility Committee is responsible for developing, overseeing and regularly reviewing our Corporate Governance Guidelines and related policies. The Governance, Environmental and Social Responsibility Committee also:
•
Serves as a nominating committee, establishing criteria for new Trustees and identifying and recommending prospective Board candidates and the appointment of Trustees to Board Committees.
​
•
Annually reviews the independence and qualifications of the Trustees and recommends to the Board appointments of the Committee members, the Lead Independent Trustee, and the Executive Chairman of the Board and the election of officers of the Company.
​
•
Annually evaluates the performance of the Board and its Committees.
​
•
Annually reviews the charters of the Board Committees.
​
•
Oversees the Company’s climate, environmental, human capital management and social responsibility strategy, programs, policies, risks, targets and performance, as well as related public reporting, in coordination with other Committees or the Board as necessary or appropriate.
​
Following each Committee meeting, the Governance, Environmental and Social Responsibility Committee reports to the full Board. The Governance, Environmental and Social Responsibility Committee met five times in 2022.
Independence: The Board has affirmatively determined that each member of the Governance, Environmental and Social Responsibility Committee meets the independence requirements of the SEC, the NYSE and our Corporate Governance Guidelines.
 ​ ​
Compensation Committee Interlocks and Insider Participation
​
No member of the Compensation Committee is employed by Eversource Energy or any of its subsidiaries. No executive officer of Eversource Energy serves as a member of the compensation committee or on the board of
directors of any company at which a member of the Eversource Energy Compensation Committee or Board of Trustees serves as an executive officer.
​
Meetings of the Board and its Committees
​
In 2022, the Board of Trustees held seven meetings, three of which included executive sessions attended only by the independent Trustees, and the Board and the Committees held a total of 27 meetings. Each Trustee attended at least 75 percent of the aggregate number of the 2022 Board and
Committee meetings and all Trustees attended the Annual Meeting of Shareholders held on May 4, 2022. Our Trustees are expected to attend our Annual Meetings of Shareholders, but we do not have a formal policy addressing this subject.
​
20 2023 Proxy Statement
Governance of Eversource Energy
Board’s Oversight of Risk
​
The Board of Trustees, both as a whole and through its Committees, is responsible for the oversight of the Company’s risk management processes and programs. The Board believes that this approach is appropriate to carry out its risk oversight responsibilities and is in the best interests of the Company and its shareholders. Each year, the Board evaluates its risk assessment function as part of its Board evaluation process.
As set forth below, each Committee reviews management’s assessment of risk for that Committee’s respective area of responsibility. Each Committee member has expertise on risks relative to the nature of the Committee on which they sit. With each Committee Chair reporting to the Board following each Committee meeting, the entire Board can discuss risk related issues, assess their implications and provide oversight on appropriate actions for management to take. All Board meetings are attended by members of senior management at which discussions of relevant risks and challenges facing the Company are held.
The Board of Trustees oversees the Company’s comprehensive operating and strategic planning. The operating plan, which is reviewed and formally approved by the Board in February following a review by the Finance Committee, consists of the goals and objectives for the year, key performance indicators, and financial forecasts. The strategic planning process consists of long-term corporate objectives, specific strategies to achieve those goals, and plans designed to implement each strategy. The ERM program is integrated with the annual operating and strategic planning processes to identify the key financial risks associated with the plan. These financial risks are presented to the Board of Trustees as part of both of the annual operating plan and at the Board’s annual strategic planning session.
The Finance Committee is responsible for oversight of the Company’s ERM program and enterprise-wide risks, as well as specific risks associated with cybersecurity, insurance, credit, financing, pension investments, and line of businesses. Our ERM program involves the application of a well-defined, enterprise-wide methodology designed to allow our executives to identify, categorize, prioritize, mitigate and monitor the principal risks to the Company. The ERM program is integrated with other assurance functions throughout the Company, including compliance, auditing, and insurance to ensure appropriate coverage of risks that could impact the Company, that the appropriate risk response is determined, and that the risk mitigation plans are periodically verified. The top enterprise-wide risks are identified using a comprehensive cross functional analysis involving key officers and employees of each organization within the Company and are monitored
throughout the year by the Company’s Risk Committee, which is comprised of senior officers of the Company, with key risk indicators and mitigation progress reports. In addition to known risks, the ERM program identifies emerging risks to the Company, through participation in benchmarking groups both within and outside the utility industry, discussions with management, and consultation with outside advisors. Our management then analyzes risks to determine materiality, likelihood and impact, and develops formal mitigation strategies based upon the risk drivers or what could cause the risk to occur. Strategic risks are also analyzed considering how quickly a risk is expected to occur. Management broadly considers our business model, the utility industry, the global and local economy, climate change, sustainability, and the current political and economic environment to identify risks. Periodically, the ERM group will perform a correlation exercise to determine the influence the top enterprise risks may have on one another’s likelihood and impact. The findings of this process are discussed with the Finance Committee and the full Board, including reporting on an individual risk-by-risk basis on how these issues are being measured and managed.
In addition to the regularly scheduled reports by ERM of all the Company’s enterprise-wide risks and the results of the ERM program, management reports periodically to both the Board of Trustees and the Finance Committee and/or Joint Audit and Finance Committee in depth on specific top enterprise risks at the Company. ERM also reports regularly to the Finance Committee on the activities of the Company’s Risk Committee. The Company’s Risk Committee meets quarterly, or more frequently if needed. It is responsible for ensuring that the Company is managing its principal enterprise-wide risks, as well as other key risk areas such as operations, emergency response, environmental, sustainability, information technology, compliance and business continuity. The Risk Committee is chaired by the Chief Financial Officer.
The Audit Committee is responsible for oversight of the integrity of the Company’s financial statements, including oversight of the guidelines, policies and controls that govern management’s processes for assessing, monitoring and mitigating major financial risk exposures as well as compliance with laws and regulations. The Company’s Disclosure Committee is responsible for ensuring accurate and appropriate financial statements including the inclusion of relevant risk factors. The Disclosure Committee is made up of individuals with key financial reporting roles and business areas throughout the Company. The Governance, Environmental and Social Responsibility Committee is responsible for the oversight
​
2023 Proxy Statement 21
Governance of Eversource Energy
of compliance with various governance regulations of the SEC, the NYSE and other regulators, along with Trustee succession planning and oversight of the Company’s policies and practices. The Executive Vice President and General Counsel reports on any changes in laws and regulations and recognized best practices as part of the annual review of Committee charters and the Board’s
Corporate Governance Guidelines and at Committee and Board meetings. The Board of Trustees administers its compensation risk oversight function primarily through its Compensation Committee. The process by which the Board and the Compensation Committee oversee executive compensation risk is described in greater detail within the Compensation Discussion and Analysis section.
​
Cyber and Physical Security Risk
​
The Company’s policies and practices continue to allow it to protect its cyber and operational assets. At the same time, the Board and its Committees continue to provide substantial and focused attention to cyber and system security. Comprehensive cyber security reports are provided and discussed at each meeting of the Finance Committee, which has primary responsibility for cyber and system security oversight at the Committee level. These reports are provided to all members of the Board and are discussed by the Board at the time the Finance Committee Chair reports on the Committee’s meetings. The reports focus on the changing threat landscape and the risks associated with the Company, describe cyber security drills and exercises, any attempted breaches, cyber incidents within the utility industry and all over the world, and
mitigation strategies, including insurance. In addition, assessments by third-party experts of cyber and physical security risks to the utility industry and the Company in particular are provided periodically. The Company regularly reviews and updates its cyber and system security programs and the Board and its Committees continue to enhance their strong oversight activities, including joint meetings of the Audit and Finance Committees, at which cyber and system security programs and issues that might affect the Company’s financial statements and operational systems are discussed by both Committees with financial, information technology, legal and accounting management, other members of the Board, representatives of the Company’s independent registered public accounting firm, and outside advisors and expert speakers.
​
Sustainability/ESG/Climate Risk
​
Conducting our business with integrity in a socially and environmentally responsible manner earns the trust of our customers and shareholders, attracts and retains talented employees, and demonstrates our shared responsibility of protecting our planet. Sustainability is embedded into how we conduct our business today and for future generations, with ESG initiatives fully integrated into the policies and principles that govern our Company. We strive to meet the ESG expectations of our shareholders, customers, employees, regulators and the communities we serve through our commitment to sustainability, with environmental justice and equity considered in our decision making.
An important example of our continued leadership includes our ambitious GHG emission reduction initiatives. In 2019, we established a goal to have our operations be carbon neutral by 2030 and in November 2022, we made the formal commitment to set a Science Based Target in accordance with the stringent guidelines of the Science Based Target Initiative (SBTi) and the overall intent of keeping average global temperatures from exceeding 1.5 degrees Celsius. These efforts support aggressive state and regional emission reduction goals while we maintain our commitment to top-tier reliability, superior customer service and effective
corporate governance. We are continuously expanding access to renewable energy for our region, provide a nationally-renowned energy efficiency program to our customers, and remain focused on driving strong ESG performance. Our policies and programs have been recognized for their excellence throughout the industry and by independent trade groups, sustainability raters and the media.
•
We have been a leader within our trade groups, including the Edison Electric Institute, in developing and adopting standardized ESG disclosures for our industry.
​
•
We are active in the Sustainable Supply Chain Alliance, working to further embed sustainability throughout our supply chain.
​
•
The awards and recognitions we received in 2022 are further evidence of our leadership in corporate responsibility. For additional information on our awards, please see “2022 Sustainability/ESG” appearing in the Compensation, Discussion and Analysis section of this proxy statement.
​
Environmental Performance
Emission reductions, protection of natural resources and environmental accountability
​
22 2023 Proxy Statement
Governance of Eversource Energy
Climate Leadership. Eversource recognizes that climate change is one of the greatest challenges facing the globe and that we have a responsibility to help mitigate the impacts. Reflecting this importance, in December 2022, our Board of Trustees’ Governance, Environmental and Social Responsibility Committee Charter was expanded to explicitly extend their oversight to include climate action and an annual review of progress against climate-related goals.
We continuously assess the physical and transitional impacts related to climate change to ensure strong mitigation strategies are developed. Our assessment includes evaluating the impacts of more severe weather events, regulatory and financial risks and changing customer behavior. We are also pursuing climate-related opportunities that enable business success while serving the needs of our customers. We are working to reduce emissions in our operations and for the region through clean energy investments, energy efficiency programs and the pursuit of emerging technologies. Programs for clean transportation, clean energy and climate investments also offer opportunities to Eversource and our communities to bring projects to our area that will reduce GHG emissions throughout the region and help mitigate the impacts of climate change, while also providing job creation and economic benefit for the region.
We take measures to prepare for and manage the potential effects of climate change and severe weather, including:
•
Risk management
​
•
Overhead and electrical hardening
​
•
Distribution automation
​
•
Environmentally responsible vegetation management
​
•
Resiliency design in flood-prone areas
​
Our employees are committed to ensuring that our comprehensive emergency preparedness and resiliency plans help us to keep our communities safe and provide our customers with timely and accurate information during extreme weather events.
Maintaining the reliability of our system is an ongoing focus. We are evaluating infrastructure needs and engaging external leaders to support changing customer expectations, the integration of renewable energy, and the implementation of evolving technologies.
Carbon Neutral Goal by 2030. At Eversource, we have set an aggressive goal to reduce our GHG footprint and reach carbon neutrality in our operations by 2030. This goal addresses our Scope 1 and Scope 2 emissions and is overseen by a dedicated Oversight Committee comprised of cross-functional company leaders. Subcommittees are focused on pursuing reductions in our operational
emissions by improving efficiency and implementing emerging technologies, engaging our employees and external stakeholders in the development and implementation of innovative strategies, and investigating opportunities to offset emissions that cannot be avoided.
We plan to achieve our goal by reducing emissions in five key operational areas:
[MISSING IMAGE: tm212409d1-fc_carbonbwlr.jpg]
•
Line loss, or the energy lost when power is transmitted and distributed across our electric system (one of the industry’s greatest challenges), by supporting state and regional efforts that are enabling a cleaner mix of energy in the grid and improving efficiencies in our transmission infrastructure.
​
•
Our natural gas distribution system, by replacing aging steel and cast-iron pipes to reduce methane leaks, and exploring innovative options, such as piloting geothermal technology.
​
•
Our facilities, by increasing our use of renewable energy while implementing measures that will lower our energy use, such as efficient lighting installation and control system upgrades.
​
•
Our company vehicle fleet, by reducing emissions from fuel consumption through continued adoption of hybrid vehicles and alternative fuel sources as substitutes for diesel and gasoline.
​
•
Our maintenance practices, by implementing ways to reduce leaks of sulfur hexafluoride (SF6), a potent GHG
​
​
2023 Proxy Statement 23
Governance of Eversource Energy
commonly used as an insulator in electric equipment, in addition to adopting innovative solutions to replace this gas with less carbon-intensive alternatives.
In 2022, we built on this strong foundation of emission reductions by committing to set a Science Based Target which would address indirect Scope 3 emissions in addition to Scope 1 and 2 emissions.
Unlike many electric utilities that operate large fossil fuel generation fleets, Eversource’s Scope 1 and 2 emissions are small contributors to our region’s GHG emissions and our current generation is limited to only solar generation. Our planned clean energy and infrastructure investments will contribute significantly to reducing the carbon footprint of our service territory and our 4.4 million customers, while supporting regional goals addressing climate change. Our strategy is rooted in being a principal catalyst for decarbonizing the New England grid with renewable energy sources, like wind and solar power — both of which will play an important role in our region’s clean energy future. This will be a key focus for the Science Based Target that is under development and due to be announced by the end of 2024.
Energy Efficiency. Eversource continues to work with our customers throughout our service territories to improve their energy efficiency.
•
Eversource invested approximately $658 million in 2022 in energy efficiency and related services, which continues to be the best and most economical way that we can fight climate change, avoiding lifetime GHG emissions of over 2.9 million tons.
​
•
The Energy Efficiency team extended enhanced incentives and offerings through 2022 that allowed even more customers to engage in energy-saving activities. Our Energy Efficiency team continues to lead efforts and improvements to the programs offered under statewide efficiency brands Energize ConnecticutSM, Mass Save® and NHSaves®, including the creation of a Heat Pump Installer Network for Massachusetts and Connecticut customers.
​
•
Across all three states, the ConnectedSolutions demand response program continued to expand, with over 50,000 residential and 340 commercial customers enrolled and nearly 200 MW actively dispatched. Attention to program design and customer experience have led to the creation of innovative ways to reach new customers while incentivizing high levels of performance with existing participants year over year. ConnectedSolutions successfully curtailed 187 MW of load during the 2022 ISO-NE ICAP hour, reducing demand rates across the ISO-NE system. Coordination with other utilities regarding event calling strategy has helped to amplify the peak-shaving impact that demand response programs have on the ISO-NE system.
​
•
With transportation being one of the largest contributors to GHG emissions in the United States, our Electric Vehicle (EV) Charging programs in Connecticut and Massachusetts are an important part of our clean energy initiatives. In Massachusetts, the Electric Mobility team continued helping complete the remaining buildout of the initial five-year EV Make Ready program that started in 2017 to push the state towards its aggressive decarbonization goals through transportation electrification. The last phase of the program enabled the installation of 2,166 charging ports in the state with over 400 in environmental justice communities and a fully subscribed program within just three years. In Connecticut, we are in year two of a nine-year program. In 2022, our rebates helped energize 401 commercial charging ports with 44 percent of the program’s rebates being utilized in disadvantaged communities. We’ve also enabled participation in our residential EV charging offerings by 1,278 customers. Both states’ residential programs will require participation in our Managed Charging program to curb demand for EV charging during peak times and subsequently help reduce carbon emissions.
​
•
We continue to provide a nation-leading, comprehensive set of customer-facing services that provide solutions and cost savings to all of our customer classes: residential, municipal, commercial, and industrial.
​
Natural Gas. We continue to reduce methane emissions within our natural gas service territories and to actively pursue ways to decarbonize the heating sector in support of regional goals.
•
We remain focused on the replacement of aging bare-steel and cast-iron natural gas pipelines to enhance safety, reliability and minimize the release of methane emissions into the atmosphere.
​
•
In 2020, we received approval to pilot a networked geothermal system within our eastern Massachusetts gas service territory as an alternate, zero-emission thermal solution to meet our customers’ energy needs. A neighborhood in Framingham, Massachusetts with a mix of residential and commercial customers was selected and field work began in 2022. Project design is being finalized and Eversource has requested proposals for construction of the project. The system is planned for in-service later in 2023. For more information: https://​www.eversource.com/content/residential/save-money-energy/clean-energy-options/geothermal-energy
​
•
We are actively participating in proceedings across our natural gas service territories in Connecticut and Massachusetts on the future of natural gas and are pursuing promising technologies that include geothermal, renewable natural gas and hydrogen as potential alternatives to traditional natural gas and other carbon-emitting energy sources.
​
​
24 2023 Proxy Statement
Governance of Eversource Energy
Water. Eversource is committed to the protection of water resources through conservation, water quality management and water saving technologies.
•
Our water delivery subsidiary, Aquarion Company, administers conservation programs to ensure that local water supplies remain sufficient for critical needs such as human consumption and fire protection. Long-range initiatives are underway to ensure the reliability of our sources of supply into the future.
​
•
Aquarion’s reservoirs are surrounded by more than 15,000 acres of forest, which serve as both a critical safeguard and an invaluable natural resource. In 2022, we continued assessing the biological condition of our watershed forests as part of an ongoing effort to increase forest resilience by combining various forest management activities.
​
•
Aquarion continually conducts site inspections and monitors land use activities and water quality at hundreds of locations throughout our watershed and aquifer areas.
​
Environmental Stewardship. We take great care with conservation measures, preserving and promoting biodiversity, and responsibly managing natural/working lands (NWL) and cultural resources.
•
Our focus on protecting environmentally sensitive areas within our rights-of-way helps us to minimize impacts to sensitive species and resource areas.
​
•
Our vegetation management program balances the needs of our customers and communities with the goal of providing reliable electric service, while monitoring and enhancing biodiversity of forested and early successional habitat near our power lines.
​
•
Eversource partners with State Historic Preservation and Tribal Historic Preservation offices to identify and protect cultural resources within our rights-of-way.
​
•
We continue to manage the Eversource Land Trust to protect open space and wildlife habitat, while continuing to educate stakeholders on the variety of species protection measures.
​
Transparency and Accountability. We hold ourselves accountable for the impact our business might have on the environment, meeting and in some cases exceeding compliance with environmental laws and regulatory commitments and requirements where appropriate. Along with our Environmental Policy, we have formal procedures in place to ensure environmental compliance. Environmental training is provided to employees based on job function. Legal and Environmental teams meet quarterly to review and address compliance risk and issues, and we take into account environmental justice and equity in our decision making.
•
We strive to proactively work with customers, community members, environmental groups, regulatory agencies, and civic and business partners to review planned work and promote transparent operations.
​
•
Our employees, as well as vendors, suppliers and contractors, are expected to adhere to all environmental laws as stated in our Code of Business Conduct, Supplier Code of Conduct and procurement process.
​
•
We are committed to tracking and monitoring our progress through a set of metrics that are reviewed monthly by executive leadership, and we work every day to ensure that our operations focus on environmental protection.
​
Social Responsibility
Actions that care for people and engage stakeholders
Diversity. We continued to support a multitude of programs and agencies that address racial and ethnic disparities in our customers’ communities and beyond. We also remain committed to developing a workforce that fully reflects the diversity of the people and communities we serve. Our hiring and talent practices emphasize diversity, equity, and inclusion, and we encourage employees to embrace different people, perspectives, and experiences in our workplace and within our communities — regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, disability, marital status, sexual orientation, active military or veteran status. We sustained our successful drive to increase workforce diversity and build a talent pipeline; in 2022, 61.6 percent of our external hires were women or people of color, and 45.1 percent of external hires and internal promotions into leadership roles were women or people of color.
Eversource is a signatory to the CEO Action for Inclusion Pledge to advance diversity, equity and inclusion in the workplace, as well as a member of the Paradigm for Parity coalition, committed to addressing gender parity. We offered a variety of programs, events, activities and discussions focused on diversity, equity and inclusion, to provide employees with education and experiences to further emphasize messages of racial and social justice. We held listening sessions with our business resource group leaders, who provided valuable input to address concerns during an ever changing and challenging year. Our Racial Equity Task Force maintained its focus on increasing racial equity and social justice through the lens of talent management, inclusion, and support for our diverse communities, including increasing business with diverse suppliers. We held a highly-attended Day of Understanding virtual event to celebrate Juneteenth and followed this with discussions in business groups. We continued these conversations with quarterly discussions hosted by our senior leaders, all focused on advancing our DE&I goals.
​
2023 Proxy Statement 25
Governance of Eversource Energy
In addition, we hosted monthly conversations in our D&I multicultural book club and held signature learning events to celebrate Black History Month, Hispanic Heritage Month, and Asian American Month, focusing on the history, contributions, and current challenges of each group. An example of our commitment to promote equity and diversity in our communities, is our investment in Girls With Impact, a business and leadership program that funds scholarships for under-resourced young women in Connecticut and Massachusetts. Our investment is valued at nearly $300,000 and will fund approximately 300 scholarships. In response to the continuing calls for racial, social and environmental justice, our Vice President of Corporate Citizenship, Equity, and Environmental Justice continued to lead a 15-member cross-functional pro-equity advisory team tasked with developing and implementing a strategy, guidelines, leadership toolkits, training materials and decision frameworks to promote equity in siting, customer-facing projects, procurement and philanthropy. This group developed and began to rollout justice and equity training to all employees in 2022.
We also developed a full 2021 DE&I Report, which detailed our many DE&I initiatives, programs, goals, successes, challenges and progress to date.
Employees. Eversource recognizes that our employees are our most valuable asset. We have developed strategic workplans as part of the annual business and workforce planning process to address immediate and long-range needs to ensure that we acquire, develop, and retain excellent talent. Both in-person and virtual learning and development opportunities were provided to employees, including the continuation of a career management series and a new hire networking series with executive overviews. Interactive engagement and support tools were leveraged to promote remote worker effectiveness supporting the workforce with business, leadership, and technical knowledge. Employee development programs were aligned to the strategic workforce plan to support succession within all levels of the organization. Growth Opportunities for Leadership Development (GOLD) provided development for recent college graduates and was expanded to include employees new to the utility industry. The Transmission Training, Substation and Transmission Line Engineering Development, New Supervisor, Safety, Gas, and Transmission Cohort programs promoted educational and professional development opportunities for recent college graduates. Tuition assistance programs, paid internships, co-ops, and other pipeline development programs continued to ensure progress in future workforce technical skills and competencies. Targeted training, development, and educational opportunities were offered to our high potential employees to ensure their continued growth and development as future leaders. Thought provoking stretch assignments, high impact cross-functional team memberships, senior management
interaction and exposure, targeted coaching and feedback, and diverse learning experiences that promote interdependent thinking and embrace alternative perspectives, while building teamwork and collaboration, represent core components of our key talent development program.
Additionally, we leveraged educational partnerships within the diverse communities we serve in critical trade and technical areas and have developed proactive sourcing strategies to attract experienced workers in highly technical roles in areas like engineering, electric and gas operations, and energy efficiency. As part of this process, we added new college partnerships to increase our pipelines for diverse talent. This included a focused effort to engage diverse candidates providing intern and post graduation opportunities. Eversource also provides employees with fair pay, comprehensive benefits, and a variety of field and classroom training opportunities throughout their careers to support their ongoing success on the job.
The success of these programs, policies and opportunities is evidenced by our most current pulse employee survey, which saw strong participation of 69 percent of the employee population and a high level of engagement.
Human Capital. As the industry faces a major depletion of its workforce, Eversource has had to adapt in how we recruit newly skilled employees. Nearly half of existing utility workers are nearing retirement age, and many years of training are required to replace these individuals. Strategic workforce plans are developed every year as part of the annual business planning process to identify long-range needs to ensure that we acquire, develop and retain diverse, capable talent. Eversource continuously looks for innovative ways to replenish the workforce by expanding and changing programs to meet business needs and specifically building a pipeline of individuals who are technically oriented, with an interest in career advancement.
Employee Engagement is important to us. We know that companies that have engaged employees deliver great customer service to their customers. Learning and development programs and opportunities are aligned to best virtual and/or in-person delivery methods and feedback and data is collected to measure effectiveness. Our principle is to “Listen to our employees; Learn where there is progress and opportunity; and Take Action to ultimately improve our Company.” Embedded in our Employee Engagement Survey are Culture Metric questions to gauge how the Company can continue to support a customer-centric culture by providing great customer service. We conduct a biennial Employee Engagement Survey and supplemental pulse surveys to measure progress on our employee engagement index to identify areas of high performance and areas of
​
26 2023 Proxy Statement
Governance of Eversource Energy
opportunity. We regularly pulse our employees for their perspectives through our employee online community, listening sessions with BRGs, pulse surveys, and employee meetings, in addition to conducting a semiannual full census survey. This feedback helped inform our response to needs that employees had around working remotely, and how to best serve customers during the pandemic.
Our employees are also engaged shareholders; approximately 12,000 active and retired employees own 2.9 percent of our outstanding common shares through the Eversource 401K Plan as of December 31, 2022. Additionally, more than 600 employees are currently enrolled in Eversource Energy’s Dividend Reinvestment and Share Purchase Plan and buy common shares automatically through payroll deduction each month.
Reliability & Resiliency. Eversource continues to make significant investments in projects and upgrades to modernize our electric system, which enhances reliability for our customers, makes the electric grid more resilient to extreme weather events, and provides greater access to new renewable power sources. This enables the region to accelerate retirements of older, higher emission coal and oil-fueled power plants, and creates a more reliable and efficient electric grid that will help meet aggressive GHG reduction goals.
•
We are evolving our analytics and automation practices on our distribution systems to reroute and restore service to our customers as quickly as possible. We are investing in technologies to enhance the ability of the electric system to incorporate solar, demand response, energy storage and other distributed energy resources, while continuously improving the safety, security, reliability, resiliency, cost effectiveness of our electric delivery infrastructure and encouraging customer engagement.
​
•
Eversource is implementing an approved program in Massachusetts that includes investment in advanced sensing and monitoring, distribution automation, advanced voltage management, and load flow modeling software.
​
•
The Company is also actively participating in regulatory proceedings in Connecticut and New Hampshire to expand the impact of further investments in grid modernization to all Eversource electric distribution customers.
​
Our Communities. Eversource is committed to the health and economic well-being of the residents, businesses and institutions of Connecticut, Massachusetts, and New Hampshire.
•
In 2022, we provided $15.8 million in grants and other local support to nonprofit organizations and charitable regional activities across our tri-state service area.
​
•
In 2022, our employees devoted over 27,000 hours to volunteerism and maintaining strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston Children’s Hospital, the Eversource Everyday Amazing Race for Massachusetts General Hospital, the Eversource Hartford Marathon, the Eversource Walk and 5K Run for Easterseals New Hampshire, the United Way, and the Special Olympics.
​
Governance
Effective leadership, financial stability and strong ethics
The Governance, Environmental and Social Responsibility Committee of the Board of Trustees is responsible for oversight of the Company’s management of environmental, social and governance (ESG) matters, including primary oversight responsibility for climate action, environmental, human capital management and social responsibility programs and performance. The Committee meets at least three times per year, and will include an annual review of progress against climate-related goals.
Sustainability is embedded into our governance processes, and Board level oversight of ESG is reflected in many of the financial, operational and sustainability/ESG accomplishments outlined in the Compensation, Discussion and Analysis section of this proxy statement. Our risk management, long term strategy development and ethical business practices not only ensure the sustainability of our business but are critical to our commitment to providing superior customer service and supporting our communities.
Our Executive Vice President, Corporate Relations and Sustainability works with executive-level management from key ESG areas and oversees our Sustainability Steering Committee, which engages with operational and business partners to develop and manage strategic priorities, oversee GHG emission reduction initiatives, set sustainability goals and coordinate sustainability reporting. Our Sustainability Steering Committee meets regularly throughout the year to assess current practices and identify improvement opportunities.
•
The Governance, Environmental and Social Responsibility Committee has primary oversight of ESG and reports each meeting to the Board of Trustees, who receive all Committee presentation materials. At its December 2021 meeting, the Committee received a comprehensive presentation on the Company’s ESG policies, programs, accomplishments and upcoming plans. As outlined in the “Board’s Oversight of Risk” section of this proxy statement, the Finance Committee is responsible for oversight of the Company’s ERM program, which utilizes a well-defined enterprise-wide
​
​
2023 Proxy Statement 27
Governance of Eversource Energy
methodology designed to allow executives to identify, categorize, prioritize, and mitigate principal risks to the Company. In addition to known risks, the ERM program identifies emerging risks and considerations including sustainability and climate change.
•
Key performance metrics that focus directly on ESG, including sustainability, safety, diversity and inclusion, customer experience, and clean energy strategic projects, are periodically reported on at management presentations.
​
•
The Compensation Committee includes safety, diversity and sustainability/ESG performance goals to measure our executive compensation performance.
​
•
Similar reports and presentations are made to our Board of Trustees on an ongoing basis, which along with the Committee, actively participates and includes ESG implications and considerations as part of their oversight activities and responsibilities.
​
Corporate and Compensation Governance. We remain committed to effective corporate governance and executive compensation standards.
•
We continue to expand the diversity of our Board of Trustees and it continues to be one of the most diverse in the industry, as the number of women and minorities exceeds the average of the boards of the S&P 500 companies, with women constituting more than 30 percent of the Board and ethnic diversity also constituting more than 30 percent of the Board.
​
•
Our governance standards include: majority of outstanding shares Trustee election requirement, board and committee self-assessment and refreshment mechanisms, proxy access, mandatory trustee retirement age, and a vigorous shareholder engagement program.
​
•
Our executive compensation governance program includes share ownership and holding requirements for Trustees and executives, an expanded clawback policy, broad hedging and pledging prohibition, and double-trigger change in control agreements.
​
Sustainable Investment Opportunity. Eversource has actively sought investment from socially responsible investment funds for the past several years.
[MISSING IMAGE: bc_esg-bw.jpg]
As of the end of 2022, Eversource shares were held by 256 funds based in North America, Europe, Australia and Asia that are either dedicated socially responsible funds or part of a family of funds that screen companies for ESG attributes before certifying them for investment. Many of these funds exclude a number of U.S. electric utilities from their portfolios, particularly if coal represents a significant source of electric generation. We consider our sustainability profile to be a competitive advantage in attracting equity capital. Eversource shares are also increasingly held by infrastructure funds, many of which have a focus on renewable energy and utility companies focused on decarbonization.
In 2022, our NSTAR Electric subsidiary completed our fourth issuance of “Green Bonds,” with proceeds used to support our industry-leading, low-carbon, clean energy initiatives. The proceeds from the 30-year $400 million, 4.95% debentures were used to fund our various energy efficiency initiatives, which help make our customers’ homes and businesses more efficient. The favorably low rate reflects extremely high investor demand and our strong credit rating profile.
Eversource is committed to helping our region reduce GHG emissions through investments in renewable energy with our partner Ørsted, the world’s leader in offshore wind development, to build offshore wind projects with capacity for at least 4,000 MW located south of Rhode Island and Massachusetts. Eversource initiated a strategic review of our offshore wind investment portfolio. As part of that review, we are exploring strategic alternatives that could result in a potential sale of all, or part, of our 50 percent interest in our offshore wind partnership with Ørsted.
​
Shareholder Engagement
​
We continued to grow our shareholder engagement program, whereby we engage throughout the year with our shareholders, participating in meetings, most of them virtual, with both our investors’ financial teams and their
corporate governance and ESG specialists. In 2022, we again reached out to shareholders holding a substantial majority of our total outstanding shares. Some of our shareholders responded to us noting that they were aware
​
28 2023 Proxy Statement
Governance of Eversource Energy
of our governance, social responsibility, and compensation policies and practices, and did not feel a call or virtual meeting was necessary. Approximately twelve institutional holders requested or responded to our invitation for a virtual meeting to discuss ESG topics. Eversource representatives who attended these meetings over the past twelve months have included a recent meeting attended by our Lead Independent Trustee, while all meetings included our investor relations executive and/or our Secretary. At the meetings, we provided our shareholders with written information prior to the meetings that summarizes our financial performance; ESG, climate change and sustainability programs, policies, and accomplishments, including our decision to set a Science-Based Target; and overall corporate governance and executive compensation policies and practices; the sessions themselves vary according to the issues that are of greatest interest to our holders. Further information is available to all investors on our website in a presentation entitled “Eversource: A Sustainable Investment Opportunity.” Meeting topics have included enterprise risk, Board member refreshment,
Board self-assessments, various governance-related provisions contained in our Declaration of Trust, Corporate Governance Guidelines and Committee charters, stock incentive plan metrics, and Board and workplace diversity. As a result of these shareholder engagement sessions, we have made changes to our governance and executive compensation policies and disclosures, including an increase in the percentage of Performance Shares in our 2021 long-term incentive program from 50 percent to 75 percent. A significant part of the discussions in 2022 continued to focus on ESG and climate change, including our Company’s multi-faceted clean energy initiatives and carbon reduction efforts and our ambitious 2030 carbon neutrality goal. We also continued our active year-round program, which in 2022 included 213 virtual and in-person meetings with our institutional investors, 155 of which included a member of senior management. Eversource continues to attract interest from ESG focused shareholders and others as an especially attractive socially responsible investment.
​
Political Activity
​
We believe it to be in the best interest of Eversource and its shareholders, customers, employees and the communities we serve for us to participate in the political process where appropriate and legally permissible.
Our political activity is very limited. We do not use any corporate funds to contribute to political parties or candidates. This prohibition includes independent political expenditures made in direct support of or in opposition to a campaign and payments made to influence the outcome of ballot measures. We do participate in the process through our membership in utility industry trade associations and related organizations, lobbying elected and appointed officials and administering our employee led political action committees. Decision-making, governance and oversight processes are in place to ensure such contributions and expenditures are legally permissible and in the best interests of Eversource Energy and its stakeholders.
We have in the past also contributed or paid dues to a very small number of national and state governors’ associations and state and local economic and community organizations, with whom we partner to advance the interests of the communities where we provide service. All contribution decisions are based on advancing these interests, and not on the personal preferences of our executives or any other persons or interests.
Any expenditures made by Eversource are made in accordance with and subject to all limitations and conditions of laws, rules and regulations. Contributions
and dues payments are reviewed by the Company’s Legal Department and/or Chief Compliance Officer and are coordinated with internal legislative and community affairs managers. We also support the individual rights of Eversource employees to participate in the political process; however, we do not reimburse employees for any political contributions or expenses.
All requests for contributions or other expenditures to be made by Eversource Energy to a political organization or membership in a trade association are required to be submitted to at least one senior executive officer for review and approval, who are required to confirm that the proposed contribution or expenditure is in the best interests of Eversource and its stakeholders, and that any requested contribution or expenditure complies with all applicable laws, rules and regulations, and the policy.
Eversource Energy and its lobbyists file reports with the U.S. Congress on a regular basis disclosing information about their lobbying activities. These reports are available for review on the websites of the U.S. House of Representatives and the U.S. Senate, as noted below.
Eversource also files lobbyist reports in Connecticut, Massachusetts, New Hampshire and New York, and any lobbyists that the Company works with in New Hampshire also file individual reports that identify their clients.
Senior executives report on political activities and expenditures at least annually to the Governance, Environmental and Social Responsibility Committee,
​
2023 Proxy Statement 29
Governance of Eversource Energy
which reviews and oversees the Company’s political activity and this policy.
Written reports of dues paid and expenditures made to political organizations, trade associations and other qualified organizations, along with lobbyist reports are provided to the Governance, Environmental and Social Responsibility Committee and to the full Board of Trustees, and a summary of the report disclosing all such dues paid and expenditures is posted on the Company’s website along with our policy. Our current Zicklin Index rating, as published by the Center for Political Accountability, a recognized overseer of corporate political activity and policy, is 90.0, placing us in the highest category, “Trendsetters in Political Disclosure and Accountability.”
Eversource encourages its employees to be active members of their communities. Along with participation in civic, charitable and volunteer activities, this includes participation in the political process. Eligible employees may make voluntary contributions to our employee administered Political Action Committees. All contributions made by the PACs are approved by the PAC Steering Committees and are publicly disclosed.
Our complete Political Activity Policy, which includes all Company contributions made over the past five years, is available on our website at www.eversource.com/ content/​general/about/investors/corporate-governance/political-
activity-policy.
​
Trustee Independence
We have adopted Corporate Governance Guidelines incorporating independence standards that meet the listing standards of the NYSE. In addition, we have adopted an additional standard under which a charitable relationship will not be considered to be a material relationship that would impair a Trustee’s independence if a Trustee serves as an officer or director of a charitable organization, and our discretionary charitable contributions to the organization, in the aggregate, do not exceed the greater of $200,000 or two percent of the organization’s total annual charitable receipts or latest publicly available operating budget. The Corporate Governance Guidelines are available on our website at www.eversource.com/Content/​general/about/investors/corporate-governance/guidelines and the Trustee Independence Guidelines are available on our website at www.eversource.com/Content/general/​about/investors/corporate-governance/board-independence-guidelines.
The Governance, Environmental and Social Responsibility Committee conducts an annual review of the independence of the members of the Board, including all nominees, and reports its findings to the full Board. Applying the Corporate Governance Guidelines, the Committee, assisted by legal counsel, reviews and considers relationships and transactions between Eversource Energy, its affiliates and subsidiaries, and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate family. The Committee also reviews Eversource Energy’s charitable donations to organizations in which the Trustees or their immediate family members serve as officers or directors. Similarly, the Committee examines relationships and transactions between each Trustee and our independent registered public accounting firm as well
as entities associated with our senior management. The Committee determined on February 1, 2023 that none of these relationships was material to the nominees for Trustee or likely to impair the independence of any of the nominees for Trustee.
The Board of Trustees separately considered that the utility operating company subsidiaries of Eversource Energy provide electric service, natural gas service or water service to the residences of Trustees and/or companies with which some of the Trustees are associated. These utility services are provided in the ordinary course of business, on an arm’s length basis and pursuant to rates determined by the applicable public utility commission and available to all similar customers of the utility. The Board has determined that relationships that exist solely due to an individual or entity purchasing electric service, natural gas service or water service from any of the utility operating company subsidiaries of Eversource Energy in the ordinary course of business, on an arm’s length basis and pursuant to rates determined by the applicable public utility commission, are immaterial to the independence of the Trustees.
On February 1, 2023, based on the recommendation of the Governance, Environmental and Social Responsibility Committee following its review, the Board of Trustees affirmatively determined that each of the Trustees, with the exception of Mr. Nolan our Chairman, President and Chief Executive Officer, satisfied the independence criteria (including the enhanced criteria with respect to members of the Audit and Compensation Committees) set forth in the current listing standards and rules of the SEC and the NYSE and under our Corporate Governance Guidelines.
​
30 2023 Proxy Statement
Governance of Eversource Energy
Related Person Transactions
​
The Board of Trustees has adopted a Related Person Transactions Policy, which is administered by the Governance, Environmental and Social Responsibility Committee. The Policy generally defines a Related Person Transaction as any transaction or series of transactions in which (i) Eversource Energy or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any Related Person has a direct or indirect material interest. A Related Person is defined as any Trustee or nominee for Trustee, any executive officer, any shareholder owning more than five percent of our total outstanding shares, and any immediate family member living in the same household of any such person. The Board has determined that the provision of utility services noted in the previous section does not constitute a Related Person Transaction for the same reasons as those reviewed in the previous section’s discussion of independence. Management submits to the Governance, Environmental and Social Responsibility Committee for consideration any proposed Related Person Transaction. The Governance, Environmental and Social Responsibility Committee recommends to the Board of
Trustees for approval only those transactions that are in our best interests. Related Person Transactions are also considered in light of the requirements set forth in our Code of Business Conduct, including the Conflicts of Interest Policy, and our Code of Ethics for Senior Financial Officers. If management causes us to enter into a Related Person Transaction prior to approval by the Committee, the transaction will be subject to ratification by the Board of Trustees. If the Board determines not to ratify the transaction, then management will make all reasonable efforts to cancel or annul such transaction. On February 1, 2023, based on facts of which we are aware, as reported on the Trustees questionnaires completed by each Trustee and on reviews of all transactions involving the Company and all Related Persons conducted by both management and our independent registered public accounting firm, and after applying the NYSE Listing Standards and the Trustee Independence Guidelines, the Board of Trustees determined that none of the Eversource Related Persons, including the Trustees, has a direct or indirect material interest in any transaction involving the Company or its subsidiaries.
​
The Code of Ethics and the Code of Business Conduct
​
We have adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) and a Code of Business Conduct which include requirements applicable in whole or in part to all of the Trustees, directors, officers, employees, contractors and agents of Eversource Energy and its subsidiaries. The Code of Ethics is available on our website at www.eversource.com/Content/general/about/investors/​corporate-governance/code-of-ethics-for-senior-financial-officers, and our Code of Business Conduct is available on
our website at www.eversource.com/Content/docs/default-source/Investors/Code_of_business_conduct. You may obtain a printed copy of the Code of Ethics and the Code of Business Conduct, without charge, by contacting our Secretary at the address set forth on page 91 of this proxy statement. Any amendments to or waivers under the Code of Ethics or the Code of Business Conduct will be posted to our website at www.eversource.com/Content/general/​
about/investors/corporate-governance.
​
Communications from Shareholders and Other Interested Parties
​
Interested parties, including shareholders, who desire to communicate directly with the Board of Trustees, the non-management Trustees as a group, or individual Trustees, including the Lead Independent Trustee, Mr. Van Faasen, should send written communications in care of our Secretary at the mailing address set forth on page 91 of
this proxy statement. The Secretary will review each communication and forward all communications that properly identify the sender to the intended recipient or recipients, other than those relating to billing and service issues, which are forwarded directly to a specialized team for resolution.
​
2023 Proxy Statement 31
Securities Ownership of Certain Beneficial Owners
The following table provides information as to persons who are known to us to beneficially own more than five percent of the common shares of Eversource Energy. We do not have any other class of voting securities.
​
Name and Address of Beneficial Owner
 ​ ​
Amount and Nature of
Beneficial Ownership
 ​ ​
Percent of Class
 ​
​
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
 ​ ​ ​ ​ 45,116,646(1) ​ ​ ​ ​ ​ 12.95%(1) ​ ​
​
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
 ​ ​ ​ ​ 38,124,127(2) ​ ​ ​ ​ ​ 10.9%(2) ​ ​
​
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111
 ​ ​ ​ ​ 25,464,835(3) ​ ​ ​ ​ ​ 7.31%(3) ​ ​
​
(1)
Based solely on a Schedule 13G/A filed with the SEC on February 9, 2023, reporting that as of December 31, 2022, The Vanguard Group, Inc. had the shared power to vote or direct the vote of 628,326 common shares, the sole power to dispose or direct the disposition of 43,536,843 common shares, and the shared power to dispose or direct the disposition of 1,579,803 common shares.
​
(2)
Based solely on a Schedule 13G/A filed with the SEC on January 26, 2023, reporting that as of December 31, 2022, BlackRock, Inc. had the sole power to vote or direct the vote of 34,661,614 common shares and the sole power to dispose or direct the disposition of all of these common shares.
​
(3)
Based solely on a Schedule 13G/A filed with the SEC on February 6, 2023, reporting that as of December 31, 2022, State Street Corporation and certain subsidiaries had the shared power to vote 21,652,751 common shares and the shared power to dispose of 25,294,292 common shares.
​
32 2023 Proxy Statement
 
Common Share Ownership of Trustees and Management
The table below shows the number of our common shares beneficially owned as of February 28, 2023, by each of our Trustees and Named Executive Officers, as well as the number of common shares beneficially owned by all of our Trustees and executive officers as a group. We do not have any other class of voting securities. Together, these individuals beneficially own less than one percent of our outstanding common shares. The table also includes information about restricted share units and deferred shares credited to the accounts of our Trustees and executive officers under certain compensation and benefit plans. The address for the shareholders listed below is c/o Eversource Energy, 300 Cadwell Drive, Springfield, Massachusetts 01104.
​
Name of Beneficial Owner
 ​ ​
Amount and Nature of
Beneficial Ownership(1)(2)
 ​
​ Gregory B. Butler ​ ​ ​ ​ 85,901(3) ​ ​
​ Christine M. Carmody ​ ​ ​ ​ 49,046(3) ​ ​
​ Cotton M. Cleveland ​ ​ ​ ​ 71,113 ​ ​
​ James S. DiStasio ​ ​ ​ ​ 40,261 ​ ​
​ Francis A. Doyle ​ ​ ​ ​ 35,235(4) ​ ​
​ Linda Dorcena Forry ​ ​ ​ ​ 9,806 ​ ​
​ Gregory M. Jones ​ ​ ​ ​ 7,231 ​ ​
​ James J. Judge ​ ​ ​ ​ 414,968(3)(5) ​ ​
​ Loretta D. Keane ​ ​ ​ ​ 1,943 ​ ​
​ John Y. Kim ​ ​ ​ ​ 27,714(6) ​ ​
​ Kenneth R. Leibler ​ ​ ​ ​ 48,100 ​ ​
​ Philip J. Lembo ​ ​ ​ ​ 83,950(3)(7) ​ ​
​ David H. Long ​ ​ ​ ​ 9,205 ​ ​
​ John M. Moreira ​ ​ ​ ​ 20,893(3) ​ ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 153,159(3) ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 220,124(3)(8) ​ ​
​ William C. Van Faasen ​ ​ ​ ​ 55,364 ​ ​
​ Frederica M. Williams ​ ​ ​ ​ 22,181 ​ ​
​ All Trustees and Executive Officers as a group (21 persons) ​ ​ ​ ​ 1,419,656(9) ​ ​
​
(1)
The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as noted below.
​
(2)
Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, as follows: Mr. Butler: 7,898 shares; Ms. Carmody: 6,377 shares; Ms. Cleveland: 69,143 shares; Mr. DiStasio: 38,802 Mr. Doyle: 27,869 shares; Ms. Forry: 8,252 shares; Mr. Jones: 7,231 shares; Mr. Judge: 144,159 shares; Ms. Keane: 1,943 shares; Mr. Kim: 12,714 shares; Mr. Leibler: 27,869 shares; Mr. Lembo: 10,347 shares; Mr. Long: 9,205 shares; Mr. Moreira: 6.580 shares; Mr. Nolan: 101,868 shares; Mr. Schweiger: 96,963 shares; Mr. Van Faasen: 55,364 shares; and Ms. Williams: 22,181 shares.
​
(3)
Includes common shares held as units in the 401k Plan invested in the Eversource Energy Common Shares Fund over which the holder has sole voting and investment power (Mr. Butler: 7,226 shares; Ms. Carmody: 5,813 shares; Mr. Judge: 30,024 shares; Mr. Lembo: 422 shares; Mr. Moreira: 5,491; Mr. Nolan: 21,650; and Mr. Schweiger: 705 shares).
​
(4)
Includes 333 common shares held by Mr. Doyle’s spouse. Mr. Doyle disclaims beneficial ownership of the common shares held by his spouse.
​
(5)
Includes 138,000 common shares held in the James J. Judge family trust of which Mr. Judge’s spouse is the trustee.
​
(6)
Includes 15,000 common shares held in a trust in the name of Mr. Kim’s spouse, of which Mr. Kim is the trustee.
​
(7)
Includes 590 common shares held by Mr. Lembo in a custodial account for his grandchild.
​
(8)
Includes 1,346 common shares held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of which Mr. Schweiger’s spouse is the trustee and beneficiary; 1,352 shares held by Mr. Schweiger’s spouse in a custodial account for his grandchild; and 500 shares held by Mr. Schweiger’s spouse in a custodial account for his grandchild.
​
(9)
Includes 690,659 unissued common shares. See note 2.
​
2023 Proxy Statement 33
Trustee Compensation
The Compensation Committee periodically reviews the compensation of our non-employee Trustees and, when it deems appropriate and upon consultation with the Committee’s independent compensation consultant, recommends adjustments to be approved by the Board of Trustees. The Compensation Committee recommends to the Board compensation for the Trustees based on competitive market practices for both the total value of compensation and the allocation of cash and equity. The Committee uses data obtained from similarly sized utility and general industry companies as guidelines for setting Trustee compensation. The level of Trustee compensation recommended by the Committee and approved by the Board enables us to attract Trustees who have a broad range of backgrounds and experiences.
Each non-employee Trustee serving on January 1, 2022 received a grant under the Company’s Incentive Plan, effective on the tenth business day of the year, consisting of the number of restricted stock units (RSUs) resulting
from dividing $165,000 by the average closing price of our common shares as reported on the NYSE for the 10 trading days immediately preceding such date and rounding the resulting amount to the nearest whole RSU. RSUs generally vest on the next business day following the grant. Non-employee Trustees may elect deferral or distribution of up to 100 percent of the common shares issuable in respect of such RSUs immediately upon vesting of their RSU grant, subject to satisfaction of the Trustee share ownership guidelines. The distribution of all common shares entitled to be received upon vesting, but not distributed immediately, is deferred until the tenth business day of January of the year following retirement from Board service. Any individual who is elected to serve as a Trustee after January 1 of any calendar year receives an RSU grant prorated from the date of such election and granted on the first business day of the month following such election.
​
2022 Trustee Compensation
​
Compensation Element
 ​ ​
Amount
 ​
​ Annual Cash Retainer ​ ​ $120,000 ​
​ Annual Stock Retainer ​ ​ $165,000 ​
​ Board and Committee Attendance Fees ​ ​ None ​
​ Annual Lead Trustee Retainer ​ ​ $35,000 ​
​ Annual Committee Chair Retainer ​ ​ $25,000 Audit Committee
$20,000 Compensation Committee
$15,000 Governance, Environmental and Social Responsibility Committee
$15,000 Finance Committee		 ​
Annual cash retainers of $120,000 per Trustee, additional Committee Chair and Lead Independent Trustee cash retainers and annual RSU grants for service on the Board for 2022 based on the amounts above were paid as described in this section.
Pay Governance LLC provided the Compensation Committee with a review of competitive market practices and compensation in 2022. As a result, effective January 1, 2023, the Board determined that an additional annual retainer of $7,500 shall be paid to the Trustees who were appointed to the newly established positions of Vice Chair of the Audit Committee and Vice Chair of the Finance Committee.
The share ownership guidelines set forth in the Company’s Corporate Governance Guidelines require each Trustee to attain ownership of a number of common shares equal to a market value of at least five-times the then current annual cash compensation retainer for service on the Board. Trustees are required to defer or hold all shares awarded as
annual stock compensation retainers until the guidelines have been met.
Prior to the year earned, each Trustee may also irrevocably elect to defer receipt of all or a portion of their cash compensation. Deferred funds are credited with deemed earnings on various deemed investments as permitted by the Company’s Deferred Compensation Plan. Deferred cash compensation is payable either in a lump sum or in installments in accordance with the Trustee’s prior election. There were no above-market earnings in deferred compensation value during 2022, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company common shares.
Our Incentive Plan places a limit on the amount of total annual compensation that can be paid to any Trustee. When applicable, we pay travel-related expenses for spouses of Trustees who attend Board functions, but we do not pay tax gross-up payments in connection with any taxes on such expenses, nor do we pay pension benefits to our non-employee Trustees.
​
34 2023 Proxy Statement
Trustee Compensation
The table below sets forth all compensation paid to or accrued by each non-employee Trustee in 2022.
​
Trustee
 ​ ​
Fees Earned
Or Paid in Cash
($)(1)
 ​ ​
Stock Awards
($)(2)
 ​ ​
Total
($)
 ​
​ Cotton M. Cleveland ​ ​ ​ $ 135,000.00 ​ ​ ​ ​ $ 162,439.42 ​ ​ ​ ​ $ 297,439.42 ​ ​
​ James S. DiStasio ​ ​ ​ ​ 135,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 297,439.42 ​ ​
​ Francis A. Doyle ​ ​ ​ ​ 145,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 307,439.42 ​ ​
​ Linda Dorcena Forry ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​ Gregory M. Jones ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​ John Y. Kim ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​ Kenneth R. Leibler ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​ David H. Long ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​ William C. Van Faasen ​ ​ ​ ​ 175,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 337,439.42 ​ ​
​ Frederica M. Williams ​ ​ ​ ​ 120,000.00 ​ ​ ​ ​ ​ 162,439.42 ​ ​ ​ ​ ​ 282,439.42 ​ ​
​
(1)
Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees, Lead Independent Trustee and committee chair fees. Also includes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, 2022, Mr. Doyle and Mr. Kim each deferred 100 percent of their cash compensation and Mr. Jones deferred 45 percent of his cash compensation.
​
(2)
Reflects the grant date market value, based on a closing price of $87.38 per share on January 14, 2022, of 1,859 RSUs granted to all Trustees on January 14, 2022, and which vested on January 18, 2022. The number of RSUs granted to each Trustee was determined in accordance with the provisions set forth on the preceding page. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividend equivalents, at December 31, 2022: Ms. Cleveland: 63,746; Mr. DiStasio: 25,926; Mr. Doyle: 25,926; Ms. Forry: 7,863; Mr. Jones: 5,288; Mr. Kim: 10,771; Mr. Leibler: 25,926; Mr. Long: 7,262; Mr. Van Faasen: 18,841; and Ms. Williams: 20,763.
​
2023 Proxy Statement 35
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides information about our compensation principles, objectives, plans, policies and actions for our Named Executive Officers. The discussion describes the specific components used in our compensation programs and approach to executive compensation, how Eversource Energy measures performance, and how our compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for our Named Executive Officers, as presented in the tables and narratives that follow. While this discussion
focuses primarily on 2022 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of our compensation programs and the decisions that were made regarding 2022 performance. The CD&A also contains an assessment of performance measured against established 2022 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:
​
​
➢
Summary of 2022 Accomplishments
​
➢
Pay for Performance Philosophy
​
➢
Executive Compensation Governance
​
➢
Named Executive Officers
​
➢
Overview of Our Compensation Program
​
➢
Market Analysis
​
➢
Mix of Compensation Elements
​
➢
Results of 2022 Say on Pay Vote
​
➢
Elements of 2022 Compensation
​
➢
Risk Analysis of Executive Compensation Program
​
 ​ ​
➢
2022 Annual Incentive Program Assessment
​
➢
Long-Term Incentive Program
​
➢
Clawback, No Hedging and No Pledging Policies
​
➢
Share Ownership Guidelines and Retention Requirements
​
➢
Other Benefits
​
➢
Contractual Agreements
​
➢
Tax and Accounting Considerations
​
➢
Equity Grant Practices
​
➢
Compensation Committee Report
​
 ​
Summary of 2022 Accomplishments
​
2022 Financial and Operational Accomplishments
In 2022, we continued to outperform our peers in most financial metrics, demonstrate our leadership in ESG, and achieved the operational goals as set by the Committee, while continuing to safeguard our employees and customers. The following is a summary of some of our most important accomplishments in 2022:
•
FINANCIAL PERFORMANCE: 2022 GAAP earnings per share equaled $4.05 per share, and non-GAAP earnings per share equaled $4.09. Non-GAAP earnings excludes $5.0 million of certain charges described below and in Exhibit A.(1)​
​
[MISSING IMAGE: bc_earnings-bw.jpg]
​
​
(1)
Non-GAAP EPS presented in this proxy statement excludes $0.04 per share relating to (1) the Columbia Gas acquisition and related transition costs in 2022 (2) charges in 2022 related to the acquisition and transition of New England Service Company and The Torrington Water Company and (3) charges in 2022 related to the strategic review of offshore wind. Eversource Energy uses this non-GAAP financial measure to more fully compare and explain 2022 earnings results without including the impact of these costs. Due to the effect of such costs on net income attributable to
​
common shareholders, management believes that the non-GAAP presentation is a more meaningful representation of Eversource Energy’s financial performance and provides additional information to readers in analyzing historical and future performance of the business. Non-GAAP financial measures should not be considered as alternatives to Eversource Energy’s consolidated net income attributable to common shareholders. Please see Exhibit A on page 76.
​
36 2023 Proxy Statement
Compensation Discussion and Analysis
•
DIVIDENDS PAID: The Board of Trustees increased the annual dividend rate by 5.8 percent for 2022 to $2.55 per share, which exceeded the median dividend growth rate of 4.5 percent for the utilities that constitute the Edison Electric Institute Index (EEI Utility Index).
​
[MISSING IMAGE: bc_common-bw.jpg]
•
SHAREHOLDER RETURN: Our Total Shareholder Return (TSR) in 2022 was -5.0 percent, compared to 1.2 percent for the EEI Index of 39 companies. While our performance in recent years has trailed the EEI Utility Index, we have continued to outperform the EEI Utility Index over the last five- and 10-year periods. This long-term performance ranks Eversource among the top 15 companies in the Index. An investment of $1,000 in our common shares for the 10-year period beginning January 1, 2013 was worth $2,925 on December 31, 2022, representing approximately a 193 percent total return. The following chart represents the comparative total shareholder returns for the periods ended December 31, 2022:
​
[MISSING IMAGE: tb_return-bw.jpg]
•
STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: Eversource successfully advanced several strategic initiatives and produced positive regulatory outcomes during 2022. We made substantial progress advancing the offshore wind strategic review by launching the process with potential buyers, with an announcement anticipated in the second quarter of 2023. The Eversource Gas Company of Massachusetts’ integration and transition that followed the Columbia Gas asset purchase was completed ahead of schedule and below budget, exiting the 115 transition service functions. In October,
​
our Aquarion Water subsidiary successfully completed the purchase of The Torrington Water Company, adding about 10,200 customers, and in November executed a purchase and sale agreement to acquire the Pinehills Water Company which will add about 2,700 customers upon closing, advancing our water customer growth initiative. NSTAR Electric’s rate case received a favorable order, including a rate increase of $64 million, a 9.8 percent return on equity, and approval of our Advanced Metering Infrastructure project with timely cost recovery, as well as a new mechanism for better timely recovery of all other capital investments. We filed with the Massachusetts Department of Public Utilities (MA DPU) a creative solution that allocates cost between Transmission, Distribution and Solar Developers needed to allow Renewable Distributed Energy Resources in Massachusetts to connect to the grid. The first of our six projects was approved by the MA DPU in December and we expect the remaining five projects to be approved in 2023. Lastly, in Massachusetts, the MA DPU issued an order supporting Eversource’s position that recent increases in property tax expense should be treated as “exogenous”, allowing for full recovery. The Federal Energy Regulatory Commission approved an innovative, cost-effective transmission support agreement between Eversource and the offshore wind project Park City Wind, enabling Eversource to integrate a necessary reliability project with that offshore wind interconnection investment, resulting in savings to customers. In New Hampshire, Eversource was successful with efforts to have the New Hampshire Public Utilities Commission (NHPUC) reinstate the Energy Efficiency Customer Program and also approved a $9 million step base rate increase. After two years of negotiations and regulatory processes, Eversource also received initial approval from the NHPUC allowing for the acquisition of the distribution pole plant owned by Consolidated Communications. We have implemented several emergency response enhancements, including the roll out of our new outage management and community portal systems, which were well received in Connecticut, Massachusetts, and New Hampshire. Our Connecticut line worker pipeline program also received great feedback, as well as our support of the Connecticut Governor and Attorney General in helping customers with the recent extraordinary energy supply price increases. The positive relationships we continue to have with our unions supported many of these successful initiatives.
•
RELIABILITY PERFORMANCE: Electric System Reliability, measured by months between interruptions, was top decile for our industry in 2022; customer power interruptions were on average 19.5 months apart, a performance that is top decile among our peers. Our recent Provincetown, Massachusetts battery storage project enables us to now help prevent outages which would otherwise affect approximately 11,000 customers.
​
​
2023 Proxy Statement 37
Compensation Discussion and Analysis
[MISSING IMAGE: bc_reliability-bw.jpg]
•
RESTORATION PERFORMANCE: The average system outage duration was 65.2 minutes, also top quartile in the utility industry for the fastest restoration time.
​
[MISSING IMAGE: bc_restoration-bw.jpg]
•
SAFETY: Our safety performance was 1.0, measured by days away, restricted or transferred (DART) per 100 workers, which continues to improve over 2021, 2020 and 2019 performance. In 2022, the Company used the DART-OSHA method of measurement for both the goal and 2022 results; 2019-2021 results shown in the graph below were converted to the DART-OSHA method. The strong partnerships that have been developed between Company management and the leadership of our unions continue to assist us in both helping to safeguard our employees and in advancing our business initiatives.
​
[MISSING IMAGE: bc_safety-bw.jpg]
•
GAS EMERGENCY RESPONSE: On-time response to gas customer emergency calls was 97.8 percent, which continues to exceed mandated emergency response requirements.
​
[MISSING IMAGE: bc_gas-bw.jpg]
•
ENHANCE THE CUSTOMER EXPERIENCE: Significant success has been achieved enhancing our Customer Experience with go-live transition of Eversource Gas Company of Massachusetts’ Customer Information System (CIS) and new SCADA system with no system interruptions, while delivering exceptional employee and customer experience. The next phase of the CIS/OMNI implementation impacting our other Massachusetts operations has been launched. Our Advanced Metering Infrastructure Implementation Project was approved by the MA DPU in December. Our new Outage Management System and Analytics Platform went live in 2022 along with a Storm Restoration Dashboard for storm events incorporating input from town and state stakeholders, all of which enhance our Emergency Response capability and communication with customers, including improvements to the customer outage reporting function on our web page. Additional technologies were implemented to reduce cyber threats and we enhanced tools that increase customer password security standards. Fee free credit card transactions were also approved by the MA DPU for all electric and natural gas customers.
​
•
CLEAN ENERGY EXECUTION: We made significant progress to advance the siting of all three of our offshore wind projects (South Fork, Sunrise and Revolution Wind) at the federal and state levels, including achieving key permitting milestones and the installation of a critical duct bank system for the South Fork Wind Project. We continue to advance the development of our electric vehicle infrastructure in both Connecticut and Massachusetts, successfully executed our first Massachusetts Grid Modernization plan, and submitted our next round of plan investments for approval, including Advanced Metering Infrastructure. Our commitment to clean energy advanced with the completion of the Provincetown Battery Energy Storage
​
​
38 2023 Proxy Statement
Compensation Discussion and Analysis
system, as well as demonstrating industry leadership in the MA DPU’s Future of Gas Proceeding. We also executed our $596 million annual energy efficiency program, received MA DPU approval for our $1 billion new energy efficiency three-year program, and made solid progress in the Geothermal Pilot Program launched in the city of Framingham, Massachusetts. Phase 1 of the new Massachusetts Solar Program was filed with the MA DPU, and the Department also issued a constructive order on the next Grid Modernization phase. We announced our commitment to developing Science Based Emission Targets and continued to position our natural gas business for long-term success in many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and other methane emission reductions. We also established an internal team to focus on obtaining federal funding for clean energy related investments in support of our customers. During 2022, Eversource, once again, received the ENERGY STAR™ Partner of the Year Sustained Excellence Award from the Environmental Protection Agency and U.S. Department of Energy.
2022 Sustainability/ESG
•
SUSTAINABILITY: In 2022, our strong environmental, social and governance performance produced numerous national and local awards and recognition. These honors are a result of our deep commitment to corporate responsibility, evidenced by the high ratings we continue to receive from leading sustainability raters. In 2022, we achieved our target range of 85 percent to 97 percent compared to our peer group assessed by two leading sustainability rating firms, with a combined end of-year ranking of 89.5 percent. We continue to engage with a strong cross-functional network throughout the Company to advance our sustainability strategy and drive performance that addresses the evolving expectations of our shareholders, customers, employees, regulators and the communities we serve.
​
We continued to take steps to mitigate climate change impacts through leading clean energy initiatives and ambitious greenhouse gas emission (GHG) reduction targets. Since 2019, we have been focused on the ambitious goal of achieving carbon neutrality in our Company operations by 2030. We continue to progress toward this goal by working with all areas of the company to reduce our Scope 1 and 2 GHG emissions to as close to zero as possible. For emissions that cannot be avoided, we are preparing to invest in qualified offsets. We reduced our carbon footprint by 13 percent from our 2018 base year through 2021 by executing our carbon reduction initiatives associated with fleet, electric line losses, SF6 gas used in electric switchgear, energy efficiency, and leak prone gas pipe replacements. Building on this strong foundation and looking beyond our own operational
GHG emissions, we committed to setting a science-based target, which we will work on with the Science Based Target Initiative, to validate as an acceptable emissions goal aiming to limit global warming to 1.5 degrees Celsius. This target will address GHG reductions related to procuring energy supply on behalf of our customers, our largest indirect Scope 3 emissions. We continue to support customers to reduce their impacts on the climate through solutions such as energy efficiency programs, providing access to more renewable energy options, and advancing electric vehicle infrastructures and energy storage capabilities.
To address physical and transitional impacts related to climate change and maintain resiliency across our system in the face of climate change, we continued to pursue the following actions:
•
Working with our regulators to gain approval for new programs that will help improve our system resiliency in response to climate change, including vegetation management, pole and wire strengthening, flood proofing, and other system hardening measures;
​
•
Implementing a grid modernization plan that will enhance our electric distribution infrastructure to improve resiliency and reliability and facilitate integration of distributed energy resources and electric vehicle infrastructure;
​
•
Focusing on improving the efficiency of our electric and natural gas distribution systems and preparing for the opportunities that clean energy advancements create;
​
•
Investigating emerging technologies such as energy storage and automation programs that improve reliability;
​
•
Implementing programs to address risks that may impact water availability and water quality;
​
•
Evaluating our natural gas system and exploring alternative, less carbon-intense technologies like renewable natural gas and geothermal systems;
​
•
Pursuing opportunities that meet evolving customer expectations, including investments in electric vehicle infrastructure and providing customers with ways to minimize their energy use.
​
•
DIVERSITY: In 2022, we sustained our successful drive to increase workforce diversity and build a talent pipeline. In 2022, 61.6 percent of our external hires were women and/or people of color, and 45.1 percent of external hires and internal promotions into leadership roles were women and/or people of color. We continued to support a multitude of programs and agencies that address racial and ethnic disparities in our customers’ communities and beyond. We also remain committed to developing a workforce that fully reflects the diversity of the people
​
​
2023 Proxy Statement 39
Compensation Discussion and Analysis
and communities we serve. Our hiring and talent practices emphasize diversity, equity, and inclusion (DE&I), and we encourage employees to embrace different people, perspectives, and experiences in our workplace and within our communities — regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, disability, marital status, sexual orientation, active military or veteran status.
Eversource is a signatory to the CEO Action for Inclusion Pledge to advance diversity, equity and inclusion in the workplace, as well as a member of the Paradigm for Parity coalition, committed to addressing gender parity. We offered a variety of programs, events, activities and discussions in 2022 focused on diversity, equity and inclusion, to provide employees with education and experiences to further emphasize messages of racial and social justice. We held listening sessions with our business resource group leaders, who provided valuable input to address concerns during an ever changing and challenging year. Our Racial Equity Task Force maintained its focus on increasing racial equity and social justice through the lens of talent management, inclusion, and support for our diverse communities, including increasing business with diverse suppliers. We held a highly-attended Day of Understanding virtual event to celebrate Juneteenth and followed up with discussions in business groups. We continued these conversations with quarterly discussions hosted by our senior leaders, all focused on advancing our DE&I goals.
In addition, we hosted monthly conversations in our Diversity and Inclusion multicultural book club and held signature learning events to celebrate Black History Month, Hispanic Heritage Month, and Asian American Month, focusing on the history, contributions, and current challenges of each group. We also continued our webinar series on employee resilience and self-care. An example of our commitment to promote equity and diversity in our communities is our investment in Girls With Impact, a business and leadership program that funds scholarships for under-resourced young women in Connecticut and Massachusetts. Our investment is valued at nearly $300,000 and will fund approximately 300 scholarships. In response to the continuing calls for racial, social and environmental justice, our Vice President of Corporate Citizenship, Equity, and Environmental Justice continued to lead a 15-member cross-functional pro-equity advisory team tasked with developing and implementing a strategy, guidelines, leadership toolkits, training materials and decision frameworks to promote equity in siting, customer-facing projects, procurement and philanthropy. This group developed and began to roll out justice and equity training to all employees in 2022. We also developed a full 2021 DE&I Report, which detailed our many DE&I initiatives, programs, goals, successes, challenges and progress to date
that was released in 2022. To further our commitment of transparency, the report included our 2021 EEO-1 data.
•
EMPLOYEES: Eversource recognizes that our employees are our most valuable asset. We have developed strategic workplans as part of the annual business and workforce planning process to address immediate and long-range needs to ensure that we acquire, develop, and retain excellent talent. Virtual learning and development opportunities were provided in 2022 to employees, including the launch of a career management series and a new hire networking series with executive overviews. Interactive engagement and support tools were leveraged to promote remote worker effectiveness supporting the workforce with business, leadership, and technical knowledge. Employee development programs were aligned to the strategic workforce plan to support succession within all levels of the organization. Programs like the Growth Opportunities for Leadership Development Program provide development for recent college graduates and were expanded to include employees new to the utility industry. The Transmission Training, Engineering Development, and Transmission Cohort programs promoted educational and professional development opportunities for recent college graduates. Tuition assistance programs, paid internships, co-ops, and other pipeline development programs continued to ensure progress in future workforce technical skills and competencies. Targeted training, development and educational opportunities were offered to our high potential employees to ensure their continued growth and development as future leaders. Thought provoking stretch assignments, high impact cross-functional team memberships, senior management interaction and exposure, targeted coaching and feedback, and diverse learning experiences that promote interdependent thinking and embrace alternative perspectives, while building teamwork and collaboration, represent core components of our key talent development program.
​
Additionally, we leveraged educational partnerships within the diverse communities we serve in critical trade and technical areas and have developed proactive sourcing strategies to attract experienced workers in highly technical roles in areas like engineering, electric and gas operations, and energy efficiency. As part of this process, we added new college partnerships to increase our pipelines for diverse talent. Eversource also provides employees with fair pay, comprehensive benefits, and a variety of field and classroom training opportunities throughout their careers to support their ongoing success on the job.
The success of these programs, policies and opportunities is evidenced by our most current comprehensive employee survey, which saw strong participation of
​
40 2023 Proxy Statement
Compensation Discussion and Analysis
69 percent of the employee population and a high level of engagement, with an eight-point improvement in overall favorability.
•
AWARDS: We continued to receive numerous national awards in 2022 recognizing Eversource as a leader and catalyst in the areas of sustainability and ESG.
​
•
Newsweek magazine ranked Eversource as the #1 energy company in their 2023 list of the Most Responsible Companies. This listing determines the most responsible companies of 2022 based on their corporate social sustainability performance and reputation.
​
•
We were again ranked in the top 100 of America’s Most Just Companies for 2022 by Forbes/JUST Capital in partnership with CNBC. The listing recognizes corporate social responsibility and commitment to local communities and celebrates public companies for their positive impact and leadership on priorities such as ethical leadership, environmental impact, customer treatment, shareholder return, fair pay and benefits, and equal opportunity.
​
•
As You Sow named us a Top 10 Company on both their Racial Justice and DE&I scorecards.
​
•
We were again selected to be included in the Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women’s equality in the workplace and transparency in gender reporting.
​
•
Eversource was recognized again by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our commitment to recruiting, employing, and retaining veterans.
​
•
We were recognized as one of America’s “best employers for diversity” by Forbes magazine, which surveyed over 50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA and diversity in their current workplace.
​
•
We were recognized as a finalist for the Healthiest Employer Program for our commitment to workplace wellness and exceptional health benefits.
​
•
We were again selected as a “most honored” company by Institutional Investor magazine for industry leading ESG, investor relations and multiple other categories as voted by institutional investors.
​
•
We were included in Barron’s 2022 Most Sustainable Companies list. Barron’s based its list on performance indicators that address environmental, social and governance matters.
​
Achievement of the 2022 performance goals, additional accomplishments and the Compensation Committee’s assessment of Company and executive performance are more fully described in the section below titled “2022 Annual Incentive Program Assessment.” Specific decisions regarding executive compensation based upon the Committee’s assessment of Company and executive performance and market data are also described below.
​
Pay for Performance Philosophy
​
The Compensation Committee links the compensation of our executive officers, including the Named Executive Officers, to performance that will ultimately benefit our customers, employees, shareholders and communities served. Our compensation program is intended to attract and retain the best executive talent in the industry, motivate our executives to meet or exceed specific stretch financial and operational goals each year, and compensate
our executives in a manner that aligns compensation directly with performance. We strive to provide executives with base salary, performance-based annual incentive compensation, and performance-based long-term incentive compensation opportunities that are competitive with market practices and that reward excellent performance.
​
Executive Compensation Governance
​
​
What we DO:
 ​
​
✓
Focus on Pay for Performance.
​
✓
Maintain share ownership and holding guidelines.
​
✓
Utilize balanced incentive metrics including both absolute and relative measures.
​
✓
Deliver the majority of incentive compensation opportunity in long-term equity.
​
✓
Maintain double-trigger change in control vesting provisions.
​
✓
Hold Shareholder engagement meetings throughout the year between management and our shareholders that discuss executive compensation governance, our financial performance, ESG, climate change and sustainability, and overall corporate governance.
​
​
2023 Proxy Statement 41
Compensation Discussion and Analysis
✓
Maintain a broad financial and personal misconduct clawback policy relating to incentive compensation.
​
✓
Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity.
​
✓
Engage an independent compensation consultant.
​
✓
Hold an annual Say-on-Pay vote.
​
✓
Impose payout limitations on incentive awards.
​
✓
Maintain limited executive and Trustee trading window.
​
​
What we DON’T do:
 ​
​
X
Include tax gross-ups in any new or materially amended executive compensation agreements.
​
X
Allow hedging, pledging or similar transactions by executives and Trustees.
​
X
Provide for liberal share recycling within long-term compensation grants.
​
X
Pay dividends on equity awards before vesting.
​
X
Allow for discounts or repricing of options or stock appreciation rights.
​
X
Grant change in control agreements (since 2010).
​
•
The executive share ownership and holding guidelines noted in this CD&A emphasize the importance of
​
aligning management with shareholders. Under the share ownership guidelines, which require our Chief Executive Officer to hold shares equal to six times base salary, we also require our executives to hold 100 percent of the shares awarded under the Company’s stock compensation program until the share ownership guidelines have been met.
•
Our Incentive Plan includes a clawback provision that requires our executives and all other participants to reimburse the Company for incentive compensation received, not only if earnings are subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, but also for a willful material violation of our Code of Business Conduct or significant breach of a material covenant in an employment agreement. The Plan also imposes limits on awards and on Trustee compensation and prohibits repricing of awards and liberal share recycling.
​
•
The Company prohibits gross ups in all new or materially amended executive compensation agreements.
​
•
The Company has a “no hedging and no pledging” policy that prohibits the purchase of financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of our common shares.
​
•
Our employment agreements and incentive plan require a “double-trigger” following change in control to accelerate compensation.
​
​
Named Executive Officers
​
The executive officers listed in the Summary Compensation Table and whose compensation is discussed in this CD&A are referred to as the “Named Executive Officers” under SEC regulations. For 2022, the Named Executive Officers were:
•
Joseph R. Nolan, Jr., Chairman of the Board, President and Chief Executive Officer
​
•
John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer
​
•
Werner J. Schweiger, Executive Vice President and Chief Operating Officer
​
•
Gregory B. Butler, Executive Vice President and General Counsel
​
•
Christine M. Carmody, Executive Vice President-Human Resources and Information Technology
​
•
James J. Judge, Retired Executive Chairman of the Board
​
•
Philip J. Lembo, Retired Executive Vice President and Chief Financial Officer
​
​
Overview of Our Compensation Program
​
The Role of the Compensation Committee. The Board of Trustees has delegated to the Compensation Committee overall responsibility for establishing the compensation program for those senior executive officers, whom we refer to in this CD&A as “executives” and whom are deemed to be “executive officers” under the SEC’s regulations that
determine the persons whose compensation is subject to disclosure. In this role, the Committee sets compensation policy and compensation levels, reviews and approves performance goals and evaluates executive performance. Although this CD&A refers principally to compensation for the Named Executive Officers, the same compensation
​
42 2023 Proxy Statement
Compensation Discussion and Analysis
principles and practices apply to all vice presidents and above. The compensation of the Chief Executive Officer is subject to the further review and approval of all of the independent Trustees.
Elements of Compensation. Total direct compensation consists of three elements: base salary, annual cash incentive awards, and long-term equity-based incentive awards. Indirect compensation is provided through certain retirement, perquisite, severance, and health and welfare benefit programs.
Our Compensation Objectives. The objectives of our compensation program are to attract and retain superior executive talent, motivate our executives to achieve annual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices. With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as long-term value creation for shareholders, maintaining a strong balance sheet, and being a leader in clean energy and sustainability. The Committee also places great emphasis on operating performance, customer service, safety, sustainability and workforce diversity. Our compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with Eversource Energy’s customers, employees, and shareholders. The Committee continually increases expectations to motivate our executives and employees to achieve continuous improvement in carrying out their responsibilities to our customers to deliver energy and water reliably, safely, mindful of the environment and employee well-being, and at a reasonable cost, while providing an above-average total return to our shareholders.
Setting Compensation Levels. To ensure that the Company achieves its goal of providing market-based total direct compensation levels to attract and retain top quality management, the Committee provides our executives with target compensation opportunities approximately equal to median compensation levels for executive officers of companies in the utility industry comparable to us in size. To achieve that goal, the Committee, and its independent compensation consultant work together to determine the market values of executive direct and indirect compensation elements by using competitive market compensation data.
The Committee reviews competitive compensation data obtained from utility and general industry surveys and a specific group of peer utility companies. Incumbent compensation levels may be set below the market median
for those executives who are new to their roles, while long-tenured, high performing executives may be compensated above median. The review by Pay Governance performed in December 2022 indicated that the Company’s aggregate executive compensation levels continue to be aligned with median market rates.
Role of the Compensation Consultant. The Committee has retained Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Committee and does not provide any other services to the Company. With the consent of the Committee, Pay Governance works cooperatively with the Company’s management to develop analyses and proposals for presentation to the Committee. The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation we pay to our executives and to review the Committee’s proposed compensation decisions.
Pay Governance Independence. In February 2023, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules, and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, as well as the written representations of Pay Governance that Pay Governance does not provide any other services to the Company, the level of fees received from the Company as a percentage of Pay Governance’s total revenues, the policies and procedures employed by Pay Governance to prevent conflicts of interest, and whether the individual Pay Governance advisers with whom the Committee consulted own any Eversource Energy common shares or have any business or personal relationships with members of the Committee or our executives.
Role of Management. Management’s roles, and specifically the roles of the Chief Executive Officer and the Executive Vice President-Human Resources and Information Technology, are to provide current compensation information to the compensation consultant and analyses and recommendations on executive compensation to the Committee based on the market value of the position, individual performance, experience and internal pay equity. The Chief Executive Officer also provides recommendations on the compensation for the other Named Executive Officers other than the Executive Chairman. None of the executives makes recommendations that affect their individual compensation.
​
2023 Proxy Statement 43
Compensation Discussion and Analysis
Market Analysis
​
The Compensation Committee seeks to provide our executives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of utility companies comparable to the Company. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 2022 compensation:
•
Competitive Compensation Survey Data. The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent our market for executive officer talent. Utility industry data serve as the primary reference point for benchmarking officer compensation and are based on a defined peer set, as discussed below, while general industry data are derived from compensation consultant surveys and serve as a secondary reference
​
point. General industry data are used for staff positions and are size adjusted to ensure a close correlation between the market data and the Company’s scope of operations. The Committee references this information, which it obtains from Pay Governance, to evaluate and determine base salaries and incentive opportunities.
•
Peer Group Data. In support of our executive pay decisions, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of the Company’s executive compensation levels as compared to the 18 peer group companies listed in the table below. This peer group, which the Committee reviews annually, was chosen because these companies are similar to Eversource Energy in terms of size, business model and long-term strategies.
​
​
​ ​ Alliant Energy Corporation ​ ​ Dominion Energy, Inc. ​ ​ Pinnacle West Capital Corporation ​ ​
​ ​ Ameren Corporation ​ ​ DTE Energy Company ​ ​ PPL Corporation ​ ​
​ ​ American Electric Power Co., Inc. ​ ​ Edison International ​ ​ Public Service Enterprise Group, Inc. ​ ​
​ ​ CenterPoint Energy, Inc. ​ ​ Entergy Corporation ​ ​ Sempra Energy ​ ​
​ ​ CMS Energy Corp. ​ ​ FirstEnergy Corp. ​ ​ WEC Energy Group, Inc. ​ ​
​ ​ Consolidated Edison, Inc. ​ ​ NiSource, Inc. ​ ​ Xcel Energy Inc. ​ ​
The Committee adjusts the target percentages of annual and long-term incentives based on the survey data and recommendations from the Chief Executive Officer, after discussion with the compensation consultant, to ensure that they are approximately equal to competitive median levels.
The Committee periodically reviews the general market for supplemental benefits and perquisites using utility and general industry survey data, including data obtained from companies in the peer group.
​
Mix of Compensation Elements
​
We target the mix of compensation for our Chief Executive Officer and the other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix. The mix is heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward performance-based long-term compensation. Since our most senior positions have the greatest responsibility for implementing our long-term business plans and strategies, a greater proportion of total compensation is based on performance with a long-term focus.
The Committee determines the compensation for each executive based on the relative authority, duties and responsibilities of the executive. Our Chief Executive Officer’s responsibilities for the strategic direction and daily operations and management of Eversource are greater than the duties and responsibilities of our other executives. As a result, our Chief Executive Officer’s compensation is higher than the compensation of our other executives. Assisted by the compensation consultant, the Committee regularly reviews market compensation data for executive officer positions similar to those held by our executives, including our Chief Executive Officer.
​
44 2023 Proxy Statement
Compensation Discussion and Analysis
The following table sets forth the contribution to 2022 Total Direct Compensation (TDC) of each element of compensation at target, reflected as a percentage of TDC, for the Named Executive Officers. The percentages shown in this table are at target and therefore do not correspond to the amounts appearing in the Summary Compensation Table.
​ ​ ​ ​
Percentage of TDC at Target
 ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Long-Term Incentive Program
 ​ ​ ​ ​ ​ ​ ​
​
Named Executive Officer (NEO)
 ​ ​
Base
Salary
 ​ ​
Annual
Incentive(1)
 ​ ​
Performance
Shares(1)
 ​ ​
RSUs(2)
 ​ ​
TDC
 ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 15% ​ ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 51% ​ ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 100% ​ ​
​ John M. Moreira ​ ​ ​ ​ 25% ​ ​ ​ ​ ​ 20% ​ ​ ​ ​ ​ 41% ​ ​ ​ ​ ​ 14% ​ ​ ​ ​ ​ 100% ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 25% ​ ​ ​ ​ ​ 20% ​ ​ ​ ​ ​ 41% ​ ​ ​ ​ ​ 14% ​ ​ ​ ​ ​ 100% ​ ​
​ Gregory B. Butler ​ ​ ​ ​ 28% ​ ​ ​ ​ ​ 20% ​ ​ ​ ​ ​ 39% ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ ​ 100% ​ ​
​ Christine M. Carmody ​ ​ ​ ​ 28% ​ ​ ​ ​ ​ 20% ​ ​ ​ ​ ​ 39% ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ ​ 100% ​ ​
​ James J. Judge ​ ​ ​ ​ 15% ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 64% ​ ​ ​ ​ ​ 21% ​ ​ ​ ​ ​ 100% ​ ​
​ Philip J. Lembo ​ ​ ​ ​ 31% ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 52% ​ ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 100% ​ ​
​
NEO average, excluding CEO and retired Executive Chairman
 ​ ​ ​ ​ 27% ​ ​ ​ ​ ​ 16% ​ ​ ​ ​ ​ 42% ​ ​ ​ ​ ​ 14% ​ ​ ​ ​ ​ 100% ​ ​
​
NEO Average, excluding CEO retired Executive Chairman and retired CFO
 ​ ​ ​ ​ 27% ​ ​ ​ ​ ​ 20% ​ ​ ​ ​ ​ 40% ​ ​ ​ ​ ​ 14% ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based.
​
(2)
Restricted Share Units (RSUs) vest in equal annual installments over three years contingent upon continued employment.
​
​
[MISSING IMAGE: pc_ceo-bw.jpg]
 ​ ​
[MISSING IMAGE: pc_neo-bw.jpg]
 ​
Results of Our 2022 Say-on-Pay Vote
​
We are requesting that shareholders cast the annual advisory vote on executive compensation (a Say-on-Pay proposal). At the Company’s Annual Meeting of Shareholders held on May 4, 2022, 92.27 percent of the votes cast on the Say-on-Pay proposal were voted to approve the 2021 compensation of the Named Executive Officers, as described in our 2022 proxy statement. Say-on-Pay results of the Company, along with utility and
general industry peers, are reviewed by the Committee annually to help assess whether our shareholders continue to deem our executives’ compensation to be appropriate. The Committee has and will continue to consider the outcome of the Company’s Say-on-Pay votes when making future compensation decisions for the Named Executive Officers. Please see Item 2 in this proxy statement.
​
2023 Proxy Statement 45
Compensation Discussion and Analysis
Elements of 2022 Compensation
​
Base Salary
Base salary is designed to attract and retain key executives by providing an element of total compensation at levels competitive with those of other executives employed by companies of similar size and complexity in the utility and general industries. In establishing base salary, the Compensation Committee relies on compensation data obtained from independent third-party surveys of companies and from an industry peer group to ensure that the compensation opportunities we offer are capable of attracting and retaining executives with the experience and talent required to achieve our strategic objectives. Adjustments to base salaries are generally made on an annual basis except in instances of promotions.
When setting or adjusting base salaries, the Committee considers annual executive performance appraisals; market pay movement across industries (determined through market analysis); targeted market pay positioning for each executive; individual experience; strategic importance of a position; recommendations of the Chief Executive Officer; and internal pay equity.
Incentive Compensation
Annual incentive and long-term incentive compensation are provided under the Company’s Incentive Plan, which was approved by shareholders in 2018. The annual incentive program provides cash compensation intended to reward performance under our annual operating plan. The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executives with those of our shareholders, and retain the executives during the term of grants. The annual and long-term programs are designed to strike a balance between the Company’s short- and long-term objectives so that the programs work in tandem.
In addition to the specific performance goals, the Committee assesses other factors, as well as the executives’ roles and individual performance, and then makes annual incentive program awards at the levels and amounts disclosed in this proxy statement.
​
Risk Analysis of Executive Compensation Program
​
The overall compensation program includes a mix of compensation elements ranging from a fixed base salary that is not at risk to annual and long-term incentive compensation programs intended to motivate executives and other eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk. The fundamental objective of the compensation program is to foster the continued growth and success of our business. The design and implementation of the overall compensation program provide the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on the Company and our shareholders.
The Compensation Committee assesses the risks associated with the executive compensation program on an ongoing basis by reviewing the various elements of incentive compensation. The annual incentive program is designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of the Company’s annual business plan. Similarly, the long-term incentive program is designed to ensure that the performance metrics are properly weighted and supportive of the Company’s strategy. The Committee reviewed the overall compensation program in the context of risks identified in
the annual operating plan. The annual and long-term incentive programs were designed to include mechanisms to mitigate risk. These mechanisms include realistic goal setting and discretion with respect to actual payments, in addition to:
•
A mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizon;
​
•
A variety of performance metrics, including financial, operational, customer service, ESG, diversity, safety and strategic goals and initiatives for annual performance awards to avoid excessive focus on a single measure of performance;
​
•
Metrics in the Company’s long-term incentive compensation program that use earnings per share growth and relative total shareholder return, which are both robust measures of shareholder value and which reduce the risk that employees might be encouraged to pursue other objectives that increase risk or reduce financial performance;
​
•
The provisions of our annual and long-term incentive programs, which cap awards at 200 percent of target;
​
•
Our expansive clawback provisions on incentive compensation, including clawback for material violations of our Code of Business Conduct; and
​
​
46 2023 Proxy Statement
Compensation Discussion and Analysis
•
Stock ownership requirements for all executives, including our NEOs, and prohibitions on hedging, pledging and other derivative transactions related to our shares.
​
Based on these factors, the Compensation Committee and the Board of Trustees believe the overall compensation program risks are mitigated to reduce overall compensation risk.
​
2022 Annual Incentive Program Assessment
​
In early February of 2022, the Committee established the terms of the 2022 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 70 percent to 125 percent of base salary.
At the February 2022 meeting, the Committee determined that for 2022 it would continue to base 70 percent of the annual incentive performance goals on the Company’s overall financial performance and 30 percent of the annual performance goals on the Company’s overall operational performance. The Committee also determined the specific goals that would be used to assess performance, with potential ratings on each goal ranging from zero percent to 200 percent of target. The Committee assigned weightings to each of the goals. For the financial component, the following goals were used: earnings per share, weighted at 60 percent, advancement of strategic growth initiatives and regulatory outcomes, weighted at 30 percent, and dividend growth, weighted at 10 percent. For the operational
component, the Committee used the following goals: combined safety ratings, gas service response, diversity promotions and hires of leadership employee positions, and sustainability, customer and clean energy initiatives, weighted at 50 percent, service reliability weighted at 25 percent, and restoration of outages duration, weighted at 25 percent.
In establishing the individual annual performance goals, the Committee sets stretch goals for both the financial and operational components. Many of the goals use performance ranges, as opposed to threshold or target ranges, whereby the lower end of the performance range does not represent average or less compared to industry peers or other similar performance benchmarks, but requires performance that exceeds industry standards, peer performance and other benchmarks in order to be met, while achievement at the higher end of the range represents superior performance. Achieving performance of these stretch goals within the particular range will therefore justify an assessment beyond target.
​
2022 Performance Goals
​
[MISSING IMAGE: pc_financial-bw.jpg]
 ​ ​
[MISSING IMAGE: pc_operational-bw.jpg]
 ​
At the December 2022 meeting of the Committee, management provided an initial review of the Company’s 2022 performance, followed in February 2023 by a full assessment of the performance goals, the additional accomplishments noted below under the caption “Additional Factors” and the overall performance of the Company and the executives. In addition to these meetings, the Committee and the Board were provided updates during 2022 on corporate performance. At the February 1,
2023 meeting, the Committee determined, based on its assessment of the financial and operational performance goals and the other factors noted above, to set the level of achievement of combined financial and operational performance goals results at 164 percent, reflecting the strong performance of the Company and the executive team in executing the Company’s Operating Plan. In arriving at this determination, the Committee determined that the weighted financial performance goals result was
​
2023 Proxy Statement 47
Compensation Discussion and Analysis
118 percent and the weighted operational performance goals result was 46 percent. The Chief Executive Officer recommended to the Committee awards for the executives (other than himself) based on his assessment of each executive’s individual performance towards achievement of the performance goals and the additional accomplishments of the Company, together with each executive’s contributions to the overall performance of the Company. The actual awards determined by the Committee were also based on the same criteria.
Financial Performance Goals Assessment
•
FINANCIAL PERFORMANCE: Our non-GAAP earnings per share in 2022 of $4.09, which excludes the adjustment to earnings as described in Exhibit A, increased by 6.0 percent when compared to non-GAAP adjusted earnings per share in 2021, and exceeded the established goal of $4.06. The Company was able to achieve this goal through effective management of the 2022 Operating Plan on a day-by-day basis, including execution of our $3.8 billion utility capital plan, and by overcoming several challenges to plan achievement, including higher than plan interest costs due to the number and scale of federal interest rate increases; higher O&M expenses caused primarily by the significant number and severity of storm events; higher employee-related costs; higher COVID-related bad debt expense; an unplanned contribution in Connecticut to help customers with the high cost of energy; and the financial and operational impacts of supply chain challenges. Please see Exhibit A, which provides detailed information of GAAP and non-GAAP financial information and the Committee’s determination with respect to the earnings per share goal. The Committee determined the earnings per share goal to have attained a 170 percent performance result.
​
[MISSING IMAGE: bc_earnings-bw.jpg]
•
DIVIDEND GROWTH: We increased our annual dividend to $2.55 per share, a 5.8 percent increase from the prior year, significantly above the utility industry’s median dividend growth of 4.5 percent for the EEI Utility Index. The Committee determined this goal to have attained a 160 percent performance result.
​
[MISSING IMAGE: bc_common-bw.jpg]
•
STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: Eversource successfully advanced several strategic initiatives and produced positive regulatory outcomes during 2022. We made substantial progress advancing the offshore wind strategic review announced in 2022 by launching the process with potential buyers, with an announcement anticipated in the second quarter of 2023. The Eversource Gas Company of Massachusetts integration and transition that followed the Columbia Gas asset purchase was completed ahead of schedule and below budget, exiting the 115 transition service functions. In October, our Aquarion Water subsidiary successfully completed the purchase of The Torrington Water Company, adding about 10,200 customers, and in November executed a purchase and sale agreement to acquire the Pinehills Water Company which will add about 2,700 customers upon closing, advancing our water customer growth initiative. NSTAR Electric’s rate case received a very favorable order, including a rate increase of $64 million, a 9.8 percent return on equity, and approval of our Advanced Metering Infrastructure project with timely cost recovery, an annual performance-based rate mechanism, as well as a new mechanism for better timely recovery of all other capital investments. We filed with the MA DPU a creative solution that allocates cost between Transmission, Distribution and Solar Developers needed to allow Renewable Distributed Energy Resources in Massachusetts to connect to the grid. Lastly, in Massachusetts, the MA DPU issued an order supporting Eversource’s position that recent increases in property tax expense should be treated as “exogenous”, allowing for full recovery. The Federal Energy Regulatory Commission approved an innovative, cost-effective transmission support agreement between Eversource and the offshore wind project, Park City Wind, enabling Eversource to integrate a necessary reliability project with the offshore wind interconnection investment, resulting in savings for customers. In New Hampshire, Eversource was successful with efforts to have the NHPUC reinstate the Energy Efficiency Customer Program and also approved a $9 million step base rate increase. After two years of negotiations and regulatory processes, Eversource received initial approval from the NHPUC allowing for the acquisition of the distribution pole plant owned by Consolidated
​
​
48 2023 Proxy Statement
Compensation Discussion and Analysis
Communications. We have implemented several emergency response enhancements, including the roll out of our new outage management and community portal systems, which were well received in Connecticut, Massachusetts, and New Hampshire. In addition, our Connecticut line worker pipeline program also received great feedback, as well as our support of the Connecticut Governor and Attorney General in helping customers with the recent extraordinary energy supply price increases. The Committee determined this goal to have attained a 170 percent performance result.
Operational Performance Goals Assessment
•
RELIABILITY PERFORMANCE: Electric System Reliability, measured by months between interruptions, was top decile in our industry in 2022; customer power interruptions were on average 19.5 months apart. The Committee determined this goal to have attained a 175 percent performance result.
​
[MISSING IMAGE: bc_reliability-bw.jpg]
•
RESTORATION PERFORMANCE: The average system outage duration was 65.2 minutes, which was in the top quartile of the utility industry for the fastest restoration time. The Committee determined this goal to have attained a 170 percent performance result.
​
[MISSING IMAGE: bc_restoration-bw.jpg]
•
SAFETY: Our safety performance was 1.0, measured by days away, restricted or transferred (DART) per 100 workers, which met the stated goal and continues to
​
improve over 2021, 2020 and 2019 performance. In 2022, the Company used the DART-OSHA method of measurement for both the goal and 2022 results; 2019-2021 results shown in the graph below were converted to the DART-OSHA results method. The strong partnerships that have been developed between Company management and the leadership of our unions continue to assist us in both helping safeguard our employees and in advancing our business initiatives. The Committee determined this goal to be underperforming due to other considerations and to have attained a 50 percent performance result.
[MISSING IMAGE: bc_safety-bw.jpg]
•
GAS EMERGENCY RESPONSE: On-time response to gas customer emergency calls was 97.8 percent, which continues to exceed mandated emergency response requirements. The Committee determined this goal to have attained a 175 percent performance result.
​
[MISSING IMAGE: bc_gas-bw.jpg]
•
DIVERSE LEADERSHIP: We continued our successful drive to increase workforce diversity and build a diverse talent pipeline. In 2022, 61.6 percent of our external hires were women and/or people of color and 45.1 percent of external hires and internal promotions into leadership roles were women and/or people of color, slightly above the goal of 45 percent. The Committee determined this goal to have attained a 175 percent performance result.
​
•
SUSTAINABILITY: In 2022, we achieved our target range of 85 percent to 97 percent compared to the peer group assessed by two leading sustainability rating firms,
​
​
2023 Proxy Statement 49
Compensation Discussion and Analysis
with a combined end of-year ranking of 89.5 percent. In addition, our strong environmental, social and governance performance, including the advancement of our clean energy initiatives, resulted in numerous national and local awards and recognitions noted in this proxy statement. These honors are a result of our deep commitment to corporate responsibility, evidenced by the high ratings we receive from leading sustainability raters. We continue to engage with a strong cross-functional network throughout the business to advance our sustainability strategy and drive performance that addresses the evolving expectations of our shareholders, customers, employees, regulators and the communities we serve. We continued to position our gas business for long-term success in many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and other methane emission reductions. The Committee determined this goal to have attained a 125 percent performance result.
•
ENHANCE THE CUSTOMER EXPERIENCE: We launched the next phase of our customer information and SCADA systems impacting our Massachusetts operations and launched the next phase of our OMNI customer information system. Our new Outage Management System and Analytics Platform went live in 2022 along with a Storm Restoration Dashboard for storm events incorporating input from town and state stakeholders, all of which enhance our emergency response capability and communication with customers. We also implemented additional technologies to reduce cyber threats, modified the View and Report Outage
​
function with the web and enhanced tools that increase customer password security standards. The Committee determined this goal to have attained a 125 percent performance result.
•
CLEAN ENERGY EXECUTION: We made significant progress to advance the siting of all three of our offshore wind projects (South Fork, Sunrise and Revolution Wind) at the federal and state levels, including achieving key permitting milestones and the installation of a critical duct bank system for the South Fork Wind Project. We continue to advance the development of our electric vehicle infrastructure in both Connecticut and Massachusetts, successfully executed our first Massachusetts Grid Modernization plan, and submitted our next round of plan investments for approval, including Advanced Metering Infrastructure. Our commitment to clean energy advanced with the completion of the Provincetown Battery Energy Storage system, as well as demonstrating industry leadership in the MA DPU’s Future of Gas Proceeding. We also executed our $596 million annual energy efficiency program and received MA DPU approval for our $1 billion new energy efficiency three-year program and made solid progress in the Geothermal Pilot Program launched in the city of Framingham, Massachusetts. We announced our commitment to developing Science Based emission targets and continued to position our gas business for long-term success in many areas, including stakeholder engagement, and geothermal pilot deployment. The Committee determined this goal to have attained a 150 percent performance result.
​
​
50 2023 Proxy Statement
Compensation Discussion and Analysis
2022 Annual Incentive Program Performance Assessment
​
Financial Performance Goals
​
Category
 ​ ​
2022 Goal
 ​ ​
Company Performance
 ​ ​
Assessment
 ​
​ Earnings Per Share ​ ​
$4.06 earnings per share
 ​ ​
Exceeded: Non-GAAP earnings per share, excluding costs noted on Exhibit A, equaled $4.09 per share, $0.03 ahead of plan, an increase of 6% over 2021 non-GAAP earnings per share and exceeding our peers’ average growth rate.
 ​ ​
170%
 ​
​ Dividend Growth ​ ​
Increase dividend beyond industry average
 ​ ​
Achieved: Increased dividend to $2.55 per share, a $0.14 increase and 5.8% growth over 2021, exceeding the industry median of 4.5% and consistent with long range plan and management guidance.
 ​ ​
160%
 ​
​
Strategic Growth Initiatives
 ​ ​
Advancement of Key Strategic Projects and Regulatory Outcomes
 ​ ​
Achieved: Successfully advanced several strategic initiatives and produced positive regulatory outcomes during 2022. Eversource Gas Company of Massachusetts integration and transition was completed ahead of schedule and below budget, exiting the 115 transition service functions. Advanced offshore wind strategic review by launching process with prospective buyers, with an announcement anticipated in the 2nd quarter of 2023. Aquarion Company successfully completed the purchase of Torrington Water Company, adding about 10,200 customers, and executed a purchase and sale agreement to acquire the Pinehills Water Company which will add about 2,700 customers upon closing, advancing our water customer growth initiative. NSTAR Electric’s distribution rate case was completed with constructive results, including a $64M rate increase and 9.8% return on equity. Filed with the MA DPU a creative solution that allocates cost between Transmission, Distribution and Solar Developers needed to allow Renewable Distributed Energy Resources in MA to connect to the grid; favorable decision on the first of six projects received. The FERC approved an innovative, cost effective transmission support agreement between Eversource and the offshore wind project, Park City Wind, enabling us to integrate a necessary reliability project, resulting in savings to customers. NHPUC reinstated EE Customer Program and approved a $9M rate increase.
 ​ ​
170%
 ​
​ Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30% ​
2023 Proxy Statement 51
Compensation Discussion and Analysis
Operational Performance Goals
​
Category
 ​ ​
2023 Goal
 ​ ​
Company Performance
 ​ ​
Assessment
 ​
​ Reliability — Average Months Between Interruptions (MBI) ​ ​
Achieve MBI of within 17.2 to 19.2 months
 ​ ​
Exceeded: MBI = 19.5 months. At the top level of the performance goal’s range and in the top decile of the industry peer group.
 ​ ​
175%
 ​
​ Average Restoration Duration (SAIDI) ​ ​
Achieve SAIDI of 63 to 76
minutes
 ​ ​
Achieved: SAIDI = 65.2 minutes. At the top level of the performance range, and in the top quartile of the industry group as measured by recognized industry standards.
 ​ ​
170%
 ​
​ Safety Rate (Days Away Restricted Time (DART)) ​ ​
1.0 – 1.4 DART
 ​ ​
Achieved: 1.0 DART — At the lower (good) end of the performance goal range; outperformed industry; despite these strong numeric results, the performance assessment was reduced in recognition of the death of an employee who ultimately succumbed to injuries incurred on the job.
 ​ ​
50%
 ​
​ Gas Service Response ​ ​
95% – 97% on time
 ​ ​
Achieved: 97.8% — Performance above industry average, meeting or exceeding all regulatory requirements, and above the level of the performance goal range.
 ​ ​
175%
 ​
​ Diverse Leadership ​ ​
40% – 45% diverse hires or promotions of leadership level
 ​ ​
Exceeded: 45.1% — 200 out of 443 of our promotions and hires were women and/or people of color and 61.6% of external hires were women and/or people of color.
 ​ ​
175%
 ​
​ Sustainability Ranking ​ ​
85th percentile — 97th percentile vs. US peer companies
 ​ ​
Achieved: At 89.5th percentile, Eversource performance was first quartile; received numerous recognitions and awards acknowledging the Company’s sustainability excellence again in 2022.
 ​ ​
125%
 ​
​ Enhance the Customer Experience ​ ​
Continued enhancement and efficient execution of Emergency Response Plan, OMNI Customer Information System and new SCADA system and new OMS and analytics program
 ​ ​
Achieved: Successful go-live transition of EGMA’s Customer Information System (CIS) and new SCADA system with no system interruptions, while delivering excellent employee and customer experience. Next phase of the OMNI CIS implementation impacting our other MA operations has been launched. Advanced Metering Infrastructure plan approved by the MA DPU. Outage Management System and Analytics Platform went live in 2022 along with a Storm Restoration Dashboard for storm events, incorporating input from town and state stakeholders, all of which enhance our Emergency Response capability and communication with customers. Additional technologies were implemented to reduce cyber threats. Modified the View and Report Outage function and enhanced tools that increase customer password security standards.
 ​ ​
125%
 ​
52 2023 Proxy Statement
Compensation Discussion and Analysis
​
Category
 ​ ​
2023 Goal
 ​ ​
Company Performance
 ​ ​
Assessment
 ​
​ Clean Energy Execution ​ ​
Successfully advance and execute clean energy initiatives
 ​ ​
Achieved: Successfully advanced several additional clean energy initiatives, including the offshore wind ventures, completion of a critical duct bank installation on Long Island and receipt of key permits for all three projects. Advanced the electric vehicle infrastructure program development in CT and site installations in MA, advancing our clean energy leadership in New England. Completed Provincetown Battery Energy Storage system; Geothermal Pilot Program launched in the city of Framingham, MA; as well as demonstrating industry leadership in the MA DPU Future of Gas Proceeding. Phase I of the new MA solar program was filed with the MA DPU, while the MA DPU issued a favorable order on the next Grid Mod phase. Once again, we received the ENERGY STARTM Partner of the Year Sustained Excellence Award from the Environmental Protection Agency and U.S. Department of Energy. Advanced our clean energy leadership by announcing a commitment to developing “Science Based Targets” for cross-sector emission reductions.
 ​ ​
150%
 ​
​ Weightings = Reliability – 25% Restoration – 25%; Safety, Gas Response, Diversity, Sustainability and Key Initiatives – 50% ​
Performance Goals Assessment
​ Financial Performance at 169% (weighted 70%) ​ ​ ​ ​ 118% ​ ​
​ Operational Performance at 154% (weighted 30%) ​ ​ ​ ​ 46% ​ ​
​ Overall Performance ​ ​ ​ ​ 164% ​ ​
Additional Factors
The following important financial, strategic, environmental and customer-focused results were also considered by the Committee in assessing overall financial and operational performance:
•
Newsweek magazine ranked Eversource as the #1 energy company in their 2023 list of the Most Responsible Companies. This listing determines the most responsible companies of 2022 based on their corporate social sustainability performance and reputation.
​
•
We were again ranked in the top 100 of America’s Most Just Companies for 2022 by Forbes/JUST Capital in partnership with CNBC. The listing recognizes corporate social responsibility and commitment to local communities and celebrates public companies for their positive impact and leadership on priorities such as
​
ethical leadership, environmental impact, customer treatment, shareholder return, fair pay and benefits, and equal opportunity.
•
Eversource was recognized again by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our commitment to recruiting, employing, and retaining veterans.
​
•
As You Sow named us a Top 10 Company on both their Racial Justice and DE&I scorecards.
​
•
We were again selected to be included in the Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women’s equality in the workplace and transparency in gender reporting.
​
•
We were recognized as one of America’s “best employers for diversity” by Forbes magazine, which surveyed over
​
​
2023 Proxy Statement 53
Compensation Discussion and Analysis
50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA and diversity in their current workplace.​
•
We were recognized as a finalist for the Healthiest Employer Program for our commitment to workplace wellness and exceptional health benefits.
​
•
We were again selected as a “most honored” company by Institutional Investor magazine for industry leading ESG, investor relations and multiple other categories as voted by institutional investors.
​
•
We were on Barron’s 2022 Most Sustainable Companies list. Barron’s based its list on performance indicators that address environmental, social and governance matters.
​
•
Our 2022 charitable giving totaled $15.8 million, including major event lead sponsorships for the Eversource Walk for Children’s Hospital of Boston, Eversource Walk and 5K Run for Easterseals New Hampshire, Mass General Cancer Center/Eversource Every Day Amazing Race, Eversource Hartford Marathon, Travelers Championship, and Special Olympics in Connecticut and New Hampshire.
​
Individual Executives’ Performance Factors Considered by the Committee
It is the Committee’s philosophy to provide incentives for Company executives to work together as a highly effective, integrated team to achieve or exceed the financial, operational, safety, customer, sustainability, strategic and diversity goals and objectives. The Committee also reviews
and assesses individual executive performance. The Committee based the annual incentive payments on team performance and the Committee’s assessment of each executive’s individual performance in supporting the performance goals, additional achievements, and overall Company results. With respect to the Chief Executive Officer, the Committee and the independent Trustees assessed his performance. Based on the recommendations of the Chief Executive Officer as to executives other than himself, the Committee assessed the performance of the active Named Executive Officers and the Company to be excellent in totality and approved annual incentive program payments for the active Named Executive Officers noted in the Summary Compensation Table at levels that ranged from 149 percent to 185 percent of target. These payments reflected the individual and team contributions of those Named Executive Officers in achieving the goals and the additional accomplishments and the overall performance of the Company.
In determining Mr. Nolan’s annual incentive payment of $2,688,000, which was 166 percent of target, and which reflect his and the Company’s excellent 2022 performance, the Committee and the Board considered the totality of the Company’s success in accomplishing the goals set by the Committee and Mr. Nolan’s performance in leading the Company towards another very successful year financially, operationally, in the Company’s continuing successful efforts in all areas of ESG, and in overcoming several challenges resulting from substantial storm expenses, interest rate hikes and the impacts of inflation and supply chain issues.
​
2022 & 2021 Annual Incentive Program Awards
​
​
Named Executive Officer
 ​ ​
2022 Award
 ​ ​
2021 Award
 ​
​ Joseph R. Nolan, Jr. ​ ​ ​ $ 2,688,000 ​ ​ ​ ​ $ 2,250,000 ​ ​
​ John M. Moreira(1) ​ ​ ​ ​ 900,000 ​ ​ ​ ​ ​ — ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 1,050,000 ​ ​ ​ ​ ​ 1,000,000 ​ ​
​ Gregory B. Butler ​ ​ ​ ​ 720,000 ​ ​ ​ ​ ​ 700,000 ​ ​
​ Christine M. Carmody ​ ​ ​ ​ 720,000 ​ ​ ​ ​ ​ 650,000 ​ ​
​ James J. Judge(2) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,246,000 ​ ​
​ Philip J. Lembo(3) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,050,000 ​ ​
​
(1)
Mr. Moreira was not a Named Executive Officer in 2021.
​
(2)
Mr. Judge’s compensation as Executive Chairman set by the Compensation Committee in 2022 did not include an Annual Incentive Plan award for 2022.
​
(3)
Mr. Lembo retired during 2022 and was not eligible for an Annual Incentive Plan award for 2022.
​
Long-Term Incentive Program
​
Our long-term incentive program is intended primarily to focus on the Company’s longer-term strategic goals and to also help retain our executives. A new three-year program commences every year. Performance Shares are designed
to reward long-term achievements as measured against pre-established performance measures. RSUs are designed to provide executives with an incentive to increase the value of the Company’s common shares in alignment with
​
54 2023 Proxy Statement
Compensation Discussion and Analysis
shareholder interests, while also serving as a retention component for executive talent. We believe these compensation elements create a focus on continued Company and share price growth to further align the interests of our executives with the interests of our shareholders.
[MISSING IMAGE: pc_longterm-bw.jpg]
Performance Share Grants
General
Performance Shares are designed to reward future financial performance, measured by long-term earnings growth and shareholder returns over a three-year performance period, therefore aligning executive compensation with performance. Performance Shares are granted as a target number of Eversource Energy common shares. The number of Performance Shares is determined by dividing the target grant value in dollars by the average daily closing prices of Eversource common shares on the New York Stock Exchange for the ten business days preceding the grant date and rounding to the nearest whole share. Until the end of the performance period, the value of dividends that would have been paid with respect to the Performance Shares had the Performance Shares been actual common shares are deemed to be invested in additional Performance Shares, which remain at risk and are not distributed until actual performance for the period is determined and vesting takes place.
Performance Shares under the 2022 – 2024, 2021 – 2023 and 2020 – 2022 Programs
For the 2022 – 2024 Program, the Committee determined it would continue to measure performance using:
(i) average diluted earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in previous years, the Committee selected EPSG and TSR as performance measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. The Committee considers it a best practice to use a combination of relative and absolute metrics, with absolute EPS growth serving as a key input to shareholder value and relative TSR serving as the output.
The number of Performance Shares awarded at the end of the three-year period ranges from zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrices below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the 2022-2024 Program for our Named Executive Officers ranged from 135 percent to 368 percent of base salary. Vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance as set forth in the charts that follow. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company’s share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent members of the Board determined the Performance Share grants for the Chief Executive Officer and the Executive Chairman. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers. For all three programs, the Committee used the same performance measures of EPSG and TSR.
The performance matrices set forth below describe how the Performance Share payout was determined under the 2020 – 2022 Program and how the Performance Share payout will be determined under the 2021 – 2023 Program and the 2022 – 2024 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.
​
2023 Proxy Statement 55
Compensation Discussion and Analysis
2020 – 2022 Long-Term Incentive Program Performance Share Potential Payout
​ ​
Three-Year
Average
EPS Growth
 ​ ​
​ ​
9.5%
 ​ ​
​ ​
8.5%
 ​ ​
​ ​
7.5%
 ​ ​
​ ​
6.5%
 ​ ​
​ ​
5.5%
 ​ ​
​ ​
4.5%
 ​ ​
​ ​
3.5%
 ​ ​
​ ​
2.5%
 ​ ​
​ ​
1.5%
 ​ ​
​ ​
0.5%
 ​ ​
​ ​
0.0%
 ​ ​
​ ​
Below 0%
 ​ ​
​ ​
Three-Year Relative Total Shareholder Return Percentiles
 ​ ​
​ ​
Below
10th
 ​ ​
20th
 ​ ​
30th
 ​ ​
40th
 ​ ​
50th
 ​ ​
60th
 ​ ​
70th
 ​ ​
80th
 ​ ​
90th
 ​ ​
Above
90th
 ​ ​
​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
190%
 ​ ​
200%
 ​ ​
​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
190%
 ​ ​
​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
​ ​
40%
 ​ ​
50%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
​ ​
20%
 ​ ​
40%
 ​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
​ ​
—
 ​ ​
10%
 ​ ​
40%
 ​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
20%
 ​ ​
30%
 ​ ​
50%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
10%
 ​ ​
20%
 ​ ​
30%
 ​ ​
40%
 ​ ​
50%
 ​ ​
70%
 ​ ​
70%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
10%
 ​ ​
20%
 ​ ​
30%
 ​ ​
40%
 ​ ​
50%
 ​ ​
60%
 ​ ​
​
2021 – 2023 and 2022 – 2024 Long-Term Incentive Program Performance Share Potential Payout
​ ​
Three-Year
Average
EPS Growth
 ​ ​
​ ​
10.0%
 ​ ​
​ ​
9.0%
 ​ ​
​ ​
8.0%
 ​ ​
​ ​
7.0%
 ​ ​
​ ​
6.0%
 ​ ​
​ ​
5.0%
 ​ ​
​ ​
4.0%
 ​ ​
​ ​
3.0%
 ​ ​
​ ​
2.0%
 ​ ​
​ ​
1.0%
 ​ ​
​ ​
0.0%
 ​ ​
​ ​
Below 0%
 ​ ​
​ ​
Three-Year Relative Total Shareholder Return Percentiles
 ​ ​
​ ​
Below
10th
 ​ ​
20th
 ​ ​
30th
 ​ ​
40th
 ​ ​
50th
 ​ ​
60th
 ​ ​
70th
 ​ ​
80th
 ​ ​
90th
 ​ ​
Above
90th
 ​ ​
​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
190%
 ​ ​
200%
 ​ ​
​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
190%
 ​ ​
​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
180%
 ​ ​
​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
170%
 ​ ​
​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
160%
 ​ ​
​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
150%
 ​ ​
​ ​
40%
 ​ ​
50%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
140%
 ​ ​
​ ​
20%
 ​ ​
40%
 ​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
130%
 ​ ​
​ ​
—
 ​ ​
10%
 ​ ​
40%
 ​ ​
60%
 ​ ​
70%
 ​ ​
80%
 ​ ​
90%
 ​ ​
100%
 ​ ​
110%
 ​ ​
120%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
20%
 ​ ​
30%
 ​ ​
50%
 ​ ​
60%
 ​ ​
80%
 ​ ​
80%
 ​ ​
100%
 ​ ​
110%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
10%
 ​ ​
20%
 ​ ​
30%
 ​ ​
40%
 ​ ​
50%
 ​ ​
60%
 ​ ​
70%
 ​ ​
​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
—
 ​ ​
10%
 ​ ​
20%
 ​ ​
30%
 ​ ​
40%
 ​ ​
50%
 ​ ​
60%
 ​ ​
​
 
2022 – 2024 Long-Term Incentive Program
Performance Share Grants at Target
​
Named Executive Officer
 ​ ​
Performance
Share Grant
 ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 54,871 ​ ​
​ John M. Moreira ​ ​ ​ ​ 2,911 ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 15,089 ​ ​
​ Gregory B. Butler ​ ​ ​ ​ 10,739 ​ ​
​ Christine M. Carmody ​ ​ ​ ​ 8,672 ​ ​
​ James J. Judge ​ ​ ​ ​ 47,556 ​ ​
​ Philp J. Lembo ​ ​ ​ ​ 14,111 ​ ​
Results of the 2020 – 2022 Performance Share Program
The 2020 – 2022 Program was completed on December 31, 2022. The actual performance level achieved under the
Program was a three-year average adjusted EPS growth of 5.8 percent and a three-year total shareholder return at the 45th percentile, which, when interpolated in accordance with the criteria established by the Committee, resulted in vesting performance share units at 108 percent of target.
​
56 2023 Proxy Statement
Compensation Discussion and Analysis
2020, 2021 and 2022 non-GAAP earnings per share, as described in Exhibit A, were the basis for performance level assessment determined by the Committee at its February 2020, 2021 and 2022 meetings. At its February 1, 2023 meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance criteria. The number of Performance Shares awarded to the Named Executive Officers were approved as set forth in the table below.
​
2020 – 2022 Long-Term Incentive Program
Performance Share Awards
 ​
​
Named Executive Officer
 ​ ​
Performance
Share Award
 ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 8,965 ​ ​
​ John M. Moreira ​ ​ ​ ​ 2,036 ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 10,870 ​ ​
​ Gregory B. Butler ​ ​ ​ ​ 7,739 ​ ​
​ Christine M. Carmody ​ ​ ​ ​ 6,250 ​ ​
​ James J. Judge ​ ​ ​ ​ 42,199 ​ ​
​ Philip J. Lembo ​ ​ ​ ​ 10,164 ​ ​
Restricted Share Units (RSUs)
General
Each RSU granted under the long-term incentive program entitles the holder to receive one common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the
same extent that dividends are declared and paid on our common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend equivalents, are not issued for any RSUs that do not vest.
The Committee determined RSU grants for each executive officer participating in the long-term incentive program. RSU grants are based on a percentage of annualized base salary at the time of the grant. In 2022, the percentage used for each Named Executive Officer was based on their position in the Company and ranged from 45 percent to 123 percent of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each executive officer under special circumstances. The Committee and all other independent members of the Board determined the RSU grants for the Chief Executive Officer and the Executive Chairman. Based on input from our Chief Executive Officer, the Committee determined the RSU grants for each of the other executive officers, including the other Named Executive Officers.
All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from a percent of salary into common share equivalents by dividing the value of each grant by the average closing price for our common shares over the ten trading days prior to the date of the grant. RSU grants at 100 percent of target were approved as set forth in the table below.
​
​ ​ ​ ​
RSU Grants
 ​
​
Named Executive Officer
 ​ ​
2020
 ​ ​
2021(1)
 ​ ​
2022
 ​
​ Joseph R. Nolan, Jr. ​ ​ ​ ​ 7,616 ​ ​ ​ ​ ​ 3,944 ​ ​ ​ ​ ​ 18,290 ​ ​
​ John M. Moreira(2) ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 970 ​ ​
​ Werner J. Schweiger ​ ​ ​ ​ 9,235 ​ ​ ​ ​ ​ 4,782 ​ ​ ​ ​ ​ 5,030 ​ ​
​ Gregory B. Butler ​ ​ ​ ​ 6,575 ​ ​ ​ ​ ​ 3,404 ​ ​ ​ ​ ​ 3,580 ​ ​
​ Christine M. Carmody(3) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,749 ​ ​ ​ ​ ​ 2,891 ​ ​
​ James J. Judge ​ ​ ​ ​ 35,849 ​ ​ ​ ​ ​ 18,566 ​ ​ ​ ​ ​ 15,852 ​ ​
​ Philip J. Lembo ​ ​ ​ ​ 8,635 ​ ​ ​ ​ ​ 4,472 ​ ​ ​ ​ ​ 4,704 ​ ​
​
(1)
Reflects change for 2021 to 75 percent Performance Shares/25 percent RSUs.
​
(2)
Mr. Moreira was not a Named Executive Officer in 2020 and 2021.
​
(3)
Ms. Carmody was not a Named Executive Officer in 2020.
​
Clawback Policy
​
If our earnings were to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, or if any plan participant engages in a willful material violation of our Code of Business Conduct or material corporate policy, or the breach of a material covenant in an employment agreement, as determined by the Board of Trustees, the participant will be required by
our 2018 Incentive Plan to reimburse us for incentive compensation awards received by them for that year. Eversource is aware of recently enacted changes to the SEC clawback rules and will amend to revise its clawback policy over the next year to be in compliance with the new rules.
​
2023 Proxy Statement 57
Compensation Discussion and Analysis
No Hedging and No Pledging Policy
​
We have a long-standing policy prohibiting the purchase of any financial instruments or otherwise entering into transactions designed to have the effect of hedging or offsetting any decrease in the value of our common shares or other equity securities of the Company or its subsidiaries by our Trustees and executives, including exchange-traded options to purchase or sell securities of the Company (so-called “puts” and “calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of securities of the Company
(including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds). This policy also prohibits short sales, the holding of any Company common shares in a margin account, borrowing shares, selling future securities that establish a position that increases in value as the value of the Company’s stock decreases, or pledging the Company’s common shares. The policy applies to Trustees and executives but not to non-executives and does not apply to broad-based index funds or similar transactions.
​
Share Ownership Guidelines and Retention Requirements
​
The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by our officers. As indicated in the table below, the guidelines call for the Chief Executive Officer to own common shares equal to six times base salary, executive vice presidents to own a number of common shares equal to three times base salary, senior vice presidents to own common shares equal to two times base salary, and all other officers to own a number of common shares equal to one to one and one-half times base salary. Officers and Trustees may only transact in Eversource Energy common shares during approved trading windows and are subject to continuing compliance with our share ownership guidelines.
​
Executive Officer
 ​ ​
Base Salary
Multiple
 ​
​ Chief Executive Officer ​ ​ ​ ​ 6 ​ ​
​ Executive Vice Presidents ​ ​ ​ ​ 3 ​ ​
​
Operating Company Presidents/ Senior Vice Presidents
 ​ ​ ​ ​ 2 ​ ​
​ Vice Presidents ​ ​ ​ ​ 1-1.5 ​ ​
We require that our officers attain these ownership levels within five years after promotion. All of our officers, including the Named Executive Officers, have either satisfied the share ownership guidelines or are expected to satisfy them within the applicable timeframe. Common shares, whether held of record, in street name, or in individual 401(k) accounts, and RSUs satisfy the ownership requirements. Unvested performance shares do not count toward satisfying the ownership guidelines. In addition to the share ownership guidelines noted above, all officers must hold the net shares awarded under the Company’s incentive compensation plan until the share ownership guidelines have been met.
​
Other Benefits
​
Retirement Benefits
The Company provides a qualified defined benefit pension program for certain officers, which is a final average pay program subject to tax code limits. Because of such limits, we also maintain a supplemental non-qualified pension program. Benefits are based on base salary and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income. The supplemental program compensates for benefits barred by tax code limits, and generally provides (together with the qualified pension
program) benefits equal to approximately 60 percent of pre-retirement compensation (approximately 50 percent of such compensation for Mr. Butler). The supplemental program was discontinued in 2012 for newly elected officers.
For certain participants, the benefits payable under the Supplemental Non-Qualified Pension Program differ from those described above. The program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous employers’ retirement plans.
​
58 2023 Proxy Statement
Compensation Discussion and Analysis
Also see the narrative accompanying the “Pension Benefits” table and accompanying notes for more detail on the above program.
401(k) Benefits
The Company offers a qualified 401(k) program for all employees, including executives, subject to tax code limits. After applying these limits, the program provides a match of 50 percent of the first eight percent of eligible base salary, up to a maximum of $12,200 per year for Messrs. Nolan, Moreira, Schweiger, Judge, Lembo and Ms. Carmody. For Mr. Butler, the program provides a match of 100 percent of the first three percent of eligible base salary, up to a maximum of $9,150 per year.
Deferred Compensation
The Company offers a non-qualified deferred compensation program for our executives. In 2022, the
program allowed deferral of up to 100 percent of base salary, annual incentives and long-term incentive awards. The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).
See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.
Perquisites
The Company provides executives with limited financial planning benefits, vehicle leasing and access to tickets to sporting events. The current level of perquisites does not factor into decisions on total compensation.
​
Contractual Agreements
​
We currently maintain contractual agreements with all of our Named Executive Officers that provide for potential compensation in the event of certain terminations, including termination following a Change in Control. These agreements were made to attract and retain high quality executives and to ensure executive focus on Company business during the period leading up to a potential Change in Control, though we have not entered into a Change in Control or employment agreement with those NEOs who were elected to executive positions after 2010. The agreements are “double-trigger” agreements that provide executives with compensation in the event of
a Change in Control followed by termination of employment due to one or more of the events set forth in the agreements, while still providing an incentive to remain employed with the Company for the transition period that follows.
Under the agreements, certain compensation is generally payable if, during the applicable change in control period, the executive is involuntarily terminated (other than for cause) or terminates employment for “good reason.” These agreements are described more fully in the Tables following this CD&A under “Payments Upon Termination.”
​
Tax and Accounting Considerations
​
Section 162(m) of the Internal Revenue Code precludes a public company from taking an income tax deduction in any one year for compensation in excess of $1 million payable to its named executive officers who are employed on the last day of the fiscal year, unless certain specific performance goals are satisfied. Until January 1, 2018, there was an exception to the $1 million limitation for performance-based compensation meeting certain requirements. This exception was repealed, effective for taxable years beginning after December 31, 2017 and the limitation on deductibility generally was expanded to include all Named Executive Officers. As a result, compensation paid to the Named Executive Officers in excess of $1 million per officer will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of and not modified after November 2, 2017.
The Committee believes that the availability of a tax deduction for forms of compensation should be one of many factors taken into consideration of providing market-based compensation to attract and retain highly qualified executives. The Committee believes it is in the Company’s best interests to retain discretion to make compensation awards, whether or not deductible.
The Company has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation-Stock Compensation. In general, the Company and the Committee do not consider accounting considerations in structuring compensation arrangements.
​
2023 Proxy Statement 59
Compensation Discussion and Analysis
Equity Grant Practices
​
Equity awards noted in the compensation tables are made annually at the February meeting of the Compensation Committee (subject to further approval by all of the independent members of the Board of Trustees of the Chief Executive Officer’s and Executive Chairman’s award) when the Committee also determines base salary,
annual incentive opportunities, long-term incentive compensation grants, and annual and long-term performance plan awards. The date of this meeting is chosen at least a year in advance, and therefore awards are not coordinated with the release of material non-public information.
​
Compensation Committee Report
​
The Compensation Committee of the Board of Trustees has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of the SEC’s Regulation S-K with management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in the 2023 proxy statement and our 2022 Annual Report on Form 10-K.
The Compensation Committee
William C. Van Faasen, Chair
James S. DiStasio
Francis A. Doyle
John Y. Kim
David H. Long
February 13, 2023
​
60 2023 Proxy Statement
Executive Compensation
SUMMARY COMPENSATION TABLE
​
The table below summarizes the total compensation paid or earned by our principal executive officer (Mr