|
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.
|
| |
![]() |
|
| DATE: | | | Wednesday, May 3, 2023 | |
| TIME: | | | 10:30 a.m. Eastern Time | |
| PLACE: | | |
Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199
|
|
| |
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
|
| |
| | | | | 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 | | |
| | | | | 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 | | | |
| | | | | 91 | | | |
| Questions and Answers About the Annual Meeting and Voting | | | |
|
| |
| |
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 | | |
|
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.
|
|
| | | | | | | | | | | | | | | | | | | | | |
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 | | | | | | | | | | | | | | |
| |
The Board of Trustees recommends that shareholders vote FOR Items 1, 2, 4, 5, 6 and One Year For Item 3.
|
| |
| |
The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.
|
| |
| |
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.
|
| |
| |
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.
|
| |
| |
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.
|
| |
| |
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.
|
| |
| |
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.
|
| |
| |
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.
|
| |
|
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) | | |
|
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) | | |
|
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 $15,000 Finance Committee |
|
|
Trustee
|
| |
Fees Earned
Or Paid in Cash ($)(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 | | |
|
➢
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
|
|
|
What we DO:
|
|
|
What we DON’T do:
|
|
| | 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. | | |
| | | |
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% | | |
|
![]() |
| |
![]() |
|
|
![]() |
| |
![]() |
|
|
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% | |
|
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%
|
|
|
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% | |
| Financial Performance at 169% (weighted 70%) | | | | | 118% | | |
| Operational Performance at 154% (weighted 30%) | | | | | 46% | | |
| Overall Performance | | | | | 164% | | |
|
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 | | |
| |
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%
|
| |
| |
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%
|
| |
|
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 | | |
|
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 | | |
| | | |
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 | | |
|
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 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Stock
Awards(7) |
| |
Non-Equity
Incentive Plan(8) |
| |
Change in
Pension Value and Non-Qualified Deferred Earnings(9) |
| |
All Other
Compensation(10) |
| |
SEC Total
|
| |
Adjusted
SEC Total(11) |
| ||||||||||||||||||||||||
Joseph R. Nolan, Jr.(1)
Chairman, President and Chief Executive Officer |
| | | | 2022 | | | | | | 1,273,078 | | | | | | 6,825,923 | | | | | | 2,688,000 | | | | | | 2,143,443 | | | | | | 28,690 | | | | | | 12,959,134 | | | | | | 10,815,691 | | |
| | | 2021 | | | | | | 1,004,424 | | | | | | 1,441,650 | | | | | | 2,250,000 | | | | | | 1,705,782 | | | | | | 65,222 | | | | | | 6,467,078 | | | | | | 4,761,292 | | | ||
| | | 2020 | | | | | | 630,962 | | | | | | 1,419,699 | | | | | | 850,000 | | | | | | 2,134,658 | | | | | | 18,921 | | | | | | 5,054,240 | | | | | | 2,919,582 | | | ||
John M. Moreira(2)
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | 2022 | | | | | | 543,056 | | | | | | 362,099 | | | | | | 900,000 | | | | | | 419,646 | | | | | | 12,200 | | | | | | 2,237,001 | | | | | | 1,817,355 | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Werner J. Schweiger(3)
Executive Vice President and Chief Operating Officer |
| | | | 2022 | | | | | | 787,693 | | | | | | 1,877,101 | | | | | | 1,050,000 | | | | | | — | | | | | | 20,589 | | | | | | 3,735,383 | | | | | | 3,735,383 | | |
| | | 2021 | | | | | | 770,001 | | | | | | 1,748,151 | | | | | | 1,000,000 | | | | | | 852,718 | | | | | | 19,989 | | | | | | 4,390,859 | | | | | | 3,538,141 | | | ||
| | | 2020 | | | | | | 765,885 | | | | | | 1,721,496 | | | | | | 950,000 | | | | | | 2,698,083 | | | | | | 20,657 | | | | | | 6,156,121 | | | | | | 3,458,038 | | | ||
Gregory B. Butler
Executive Vice President and General Counsel |
| | | | 2022 | | | | | | 685,387 | | | | | | 1,335,961 | | | | | | 720,000 | | | | | | — | | | | | | 12,106 | | | | | | 2,753,454 | | | | | | 2,753,454 | | |
| | | 2021 | | | | | | 670,002 | | | | | | 1,244,544 | | | | | | 700,000 | | | | | | 2,611,448 | | | | | | 11,656 | | | | | | 5,327,650 | | | | | | 2,626,202 | | | ||
| | | 2020 | | | | | | 670,292 | | | | | | 1,225,646 | | | | | | 700,000 | | | | | | 1,637,907 | | | | | | 15,839 | | | | | | 4,249,684 | | | | | | 2,611,777 | | | ||
Christine M. Carmody(4)
Executive Vice President-Human Resources and Info Technology |
| | | | 2022 | | | | | | 553,808 | | | | | | 1,078,826 | | | | | | 720,000 | | | | | | — | | | | | | 20,583 | | | | | | 2,373,218 | | | | | | 2,373,218 | | |
| | | 2021 | | | | | | 541,001 | | | | | | 1,005,122 | | | | | | 650,000 | | | | | | 645,323 | | | | | | 19,983 | | | | | | 2,861,492 | | | | | | 2,216,106 | | | ||
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
James J. Judge(5)
Retired Executive Chairman |
| | | | 2022 | | | | | | 1,000,000 | | | | | | 5,915,966 | | | | | | — | | | | | | — | | | | | | 26,215 | | | | | | 6,942,182 | | | | | | 6,942,182 | | |
| | | 2021 | | | | | | 1,128,078 | | | | | | 6,786,337 | | | | | | 2,246,000 | | | | | | — | | | | | | 60,526 | | | | | | 10,220,941 | | | | | | 10,220,941 | | | ||
| | | 2020 | | | | | | 1,371,615 | | | | | | 6,682,612 | | | | | | 2,750,000 | | | | | | 3,742,215 | | | | | | 28,834 | | | | | | 14,575,276 | | | | | | 10,833,061 | | | ||
Philip J. Lembo(6)
Retired Chief Financial Officer |
| | | | 2022 | | | | | | 642,497 | | | | | | 1,755,438 | | | | | | — | | | | | | — | | | | | | 26,285 | | | | | | 2,424,220 | | | | | | 2,424,220 | | |
| | | 2021 | | | | | | 720,001 | | | | | | 1,634,650 | | | | | | 1,050,000 | | | | | | 713,766 | | | | | | 20,685 | | | | | | 4,139,102 | | | | | | 3,425,336 | | | ||
| | | 2020 | | | | | | 718,846 | | | | | | 1,609,650 | | | | | | 950,000 | | | | | | 1,248,852 | | | | | | 21,985 | | | | | | 4,549,333 | | | | | | 3,300,481 | | |
| | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(1) |
| |
All Other Stock
Awards: Number of Shares of Stock or Units (#)(2) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(3) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||
Joseph R. Nolan, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/02/22 | | | | | $ | 809,500 | | | | | $ | 1,619,000 | | | | | $ | 3,238,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,871 | | | | | | 109,742 | | | | | | 18,290 | | | | | $ | 6,825,923 | | |
John M. Moreira | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/02/22 | | | | | | 250,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,911 | | | | | | 5,822 | | | | | | 970 | | | | | | 362,099 | | |
Werner J. Schweiger | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/02/22 | | | | | | 317,000 | | | | | | 634,000 | | | | | | 1,268,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,089 | | | | | | 30,178 | | | | | | 5,030 | | | | | | 1,877,101 | | |
Gregory B. Butler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/02/22 | | | | | | 241,500 | | | | | | 483,000 | | | | | | 966,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,739 | | | | | | 21,478 | | | | | | 3,580 | | | | | | 1,335,961 | | |
Christine M. Carmody | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/02/22 | | | | | | 195,000 | | | | | | 390,000 | | | | | | 780,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,672 | | | | | | 17,344 | | | | | | 2,891 | | | | | | 1,078,826 | | |
James J. Judge | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,556 | | | | | | 98,112 | | | | | | 15,852 | | | | | | 5,915,966 | | |
Philip J. Lembo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,111 | | | | | | 28,222 | | | | | | 4,704 | | | | | | 1,755,438 | | |
| | | |
Stock Awards(1)
|
| |||||||||||||||||||||
|
Name
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) |
| ||||||||||||
|
Joseph R. Nolan, Jr.
|
| | | | 24,228 | | | | | | 2,031,254 | | | | | | 76,832 | | | | | | 6,441,623 | | |
|
John M. Moreira
|
| | | | 2,264 | | | | | | 189,806 | | | | | | 7,762 | | | | | | 650,778 | | |
|
Werner J. Schweiger
|
| | | | 11,833 | | | | | | 992,038 | | | | | | 40,530 | | | | | | 3,398,016 | | |
|
Gregory B. Butler
|
| | | | 8,423 | | | | | | 706,205 | | | | | | 28,852 | | | | | | 2,418,915 | | |
|
Christine M. Carmody
|
| | | | 6,802 | | | | | | 570,267 | | | | | | 23,300 | | | | | | 1,953,481 | | |
|
James J. Judge
|
| | | | 42,174 | | | | | | 3,535,847 | | | | | | 146,059 | | | | | | 12,245,569 | | |
|
Philip J. Lembo
|
| | | | 0 | | | | | | 860,506 | | | | | | 36,696 | | | | | | 3,076,595 | | |
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting(2) |
| ||||||
|
Joseph R. Nolan, Jr.
|
| | | | 19,714 | | | | | $ | 1,588,275 | | |
|
John M. Moreira
|
| | | | 5,519 | | | | | | 444,229 | | |
|
Werner J. Schweiger
|
| | | | 25,673 | | | | | | 2,067,601 | | |
|
Gregory B. Butler
|
| | | | 20,612 | | | | | | 1,659,093 | | |
|
Christine M. Carmody
|
| | | | 16,650 | | | | | | 1,340,151 | | |
|
James J. Judge
|
| | | | 114,120 | | | | | | 9,185,060 | | |
|
Philip J. Lembo
|
| | | | 25,354 | | | | | | 2,041,421 | | |
|
Name
|
| |
2019 Program
|
| |
2020 Program
|
| |
2021 Program
|
| |||||||||
|
Joseph R. Nolan, Jr.
|
| | | | 15,678 | | | | | | 2,684 | | | | | | 1,352 | | |
|
John M. Moreira
|
| | | | 4,593 | | | | | | 610 | | | | | | 316 | | |
|
Werner J. Schweiger
|
| | | | 20,779 | | | | | | 3,254 | | | | | | 1,640 | | |
|
Gregory B. Butler
|
| | | | 17,128 | | | | | | 2,318 | | | | | | 1,167 | | |
|
Christine M. Carmody
|
| | | | 13,836 | | | | | | 1,871 | | | | | | 942 | | |
|
James J. Judge
|
| | | | 95,119 | | | | | | 12,634 | | | | | | 6,366 | | |
|
Philip J. Lembo
|
| | | | 20,779 | | | | | | 3,043 | | | | | | 1,533 | | |
Name
|
| |
Plan Name
|
| |
Number
of Years Credited Service (#) |
| |
Present
Value of Accumulated Benefits |
| |
During Last
Fiscal Year |
| |||||||||
Joseph R. Nolan, Jr.
|
| | Retirement Plan (QP) | | | | | 37.42 | | | | | $ | 1,110,849 | | | | | $ | — | | |
| | | Supplemental Plan (Excess) | | | | | 37.42 | | | | | | 7,730,512 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 20.00 | | | | | | 7,111,910 | | | | | | — | | |
John M. Moreira
|
| | Retirement Plan (QP) | | | | | 22.67 | | | | | | 773,402 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 22.67 | | | | | | 1,340,447 | | | | | | — | | |
Werner J. Schweiger
|
| | Retirement Plan (QP) | | | | | 20.83 | | | | | | 770,967 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 20.83 | | | | | | 3,901,275 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 20.00 | | | | | | 8,258,175 | | | | | | — | | |
Gregory B. Butler
|
| | Retirement Plan (QP) | | | | | 26.00 | | | | | | 1,436,573 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 26.00 | | | | | | 6,296,128 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 26.00 | | | | | | 4,260,121 | | | | | | — | | |
Christine M. Carmody
|
| | Retirement Plan (QP) | | | | | 19.25 | | | | | | 650,082 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 19.25 | | | | | | 1,990,139 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 16.00 | | | | | | 3,964,751 | | | | | | — | | |
James J. Judge
|
| | Retirement Plan (QP) | | | | | 45.33 | | | | | | 3,258,612 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 45.33 | | | | | | 21,000,504 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 20.00 | | | | | | 5,106,343 | | | | | | — | | |
Philip J. Lembo
|
| | Retirement Plan (QP) | | | | | 39.08 | | | | | | 1,979,805 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 39.08 | | | | | | 21,906 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 39.08 | | | | | | 8,863,836 | | | | | | — | | |
|
Name
|
| |
Executive
Contributions in Last FY |
| |
Registrant
Contributions in Last FY |
| |
Aggregate
Earnings in in Last FY |
| |
Aggregate
Withdrawals/ Distributions |
| |
Aggregate
Balance at Last FYE(1) |
| |||||||||||||||
|
Joseph R. Nolan, Jr.
|
| | | $ | — | | | | | $ | — | | | | | $ | -738,565 | | | | | $ | — | | | | | $ | 7,466,727 | | |
|
John M. Moreira
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Werner J. Schweiger
|
| | | | — | | | | | | — | | | | | | -5,041,612 | | | | | | — | | | | | | 21,263,902 | | |
|
Gregory B. Butler
|
| | | | — | | | | | | — | | | | | | -2,567 | | | | | | — | | | | | | 29,310 | | |
|
Christine M. Carmody
|
| | | | — | | | | | | — | | | | | | -134,743 | | | | | | — | | | | | | 1,554,461 | | |
|
James J. Judge
|
| | | | — | | | | | | — | | | | | | -489,911 | | | | | | — | | | | | | 8,736,410 | | |
|
Philip J. Lembo
|
| | | | — | | | | | | — | | | | | | -350,036 | | | | | | — | | | | | | 1,736,907 | | |
| | |
Type of Payments
|
| |
Voluntary
Termination |
| |
Involuntary
Termination Not for Cause |
| |
Termination
Upon Death or Disability |
| |
Termination
Following a Change in Control |
| ||||||||||||
Joseph R. Nolan, Jr.
|
| |
Annual Incentives(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 1,619,000 | | |
| Performance Shares(2) | | | | | 2,943,513 | | | | | | 2,943,513 | | | | | | 2,943,513 | | | | | | 6,441,624 | | | ||
| RSUs(3) | | | | | 799,681 | | | | | | 799,681 | | | | | | 799,681 | | | | | | 2,031,254 | | | ||
| Special Retirement Benefit(4) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 16,580,742 | | | ||
| Health and Welfare Benefits(5) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 109,680 | | | ||
| Perquisites(6) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 30,000 | | | ||
| Excise Tax and Gross-ups(7) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 10,872,687 | | | ||
|
Separation Payment for Liquidated Damages(8)
|
| | | | ― | | | | | | ― | | | | | | ― | | | | | | 10,635,000 | | | ||
|
Total
|
| | | $ | 3,743,195 | | | | | $ | 3,743,195 | | | | | $ | 3,743,195 | | | | | $ | 48,319,986 | | | ||
John M Moreira
|
| |
Annual Incentives(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 500,000 | | |
| Performance Shares(2) | | | | | 402,897 | | | | | | 402,897 | | | | | | 402,897 | | | | | | 650,777 | | | ||
| RSUs(3) | | | | | 98,557 | | | | | | 98,557 | | | | | | 98,557 | | | | | | 189,806 | | | ||
|
Total
|
| | | $ | 501,454 | | | | | $ | 501,454 | | | | | $ | 501,454 | | | | | $ | 1,340,583 | | | ||
Gregory B. Butler
|
| |
Annual Incentives(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 483,000 | | |
| Performance Shares(2) | | | | | 2,418,915 | | | | | | 2,418,951 | | | | | | 2,418,915 | | | | | | 2,418,915 | | | ||
| RSUs(3) | | | | | 681,637 | | | | | | 681,637 | | | | | | 681,637 | | | | | | 706,204 | | | ||
| Health and Welfare Benefits(5) | | | | | ― | | | | | | 47,287 | | | | | | ― | | | | | | 70,931 | | | ||
| Perquisites(6) | | | | | ― | | | | | | 11,000 | | | | | | ― | | | | | | 16,500 | | | ||
|
Separation Payments for Liquidated Damages(8)
|
| | | | ― | | | | | | 1,173,000 | | | | | | ― | | | | | | 1,173,000 | | | ||
| Separation for Non-Compete Agreement(9) | | | | | ― | | | | | | 1,173,000 | | | | | | ― | | | | | | 2,346,000 | | | ||
|
Total
|
| | | $ | 3,100,552 | | | | | $ | 5,504,840 | | | | | $ | 3,100,552 | | | | | $ | 7,214,551 | | | ||
Christine M. Carmody
|
| |
Annual Incentives(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 390,000 | | |
| Performance Shares(2) | | | | | 1,214,833 | | | | | | 1,214,833 | | | | | | 1,214,833 | | | | | | 1,953,481 | | | ||
| RSUs(3) | | | | | 298,046 | | | | | | 298,046 | | | | | | 298,046 | | | | | | 570,267 | | | ||
| Health and Welfare Benefits(5) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 11,737 | | | ||
| Perquisites(6) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 16,500 | | | ||
|
Separation Payments for Liquidated Damages(8)
|
| | | | ― | | | | | | ― | | | | | | ― | | | | | | 3,608,930 | | | ||
|
Total
|
| | | $ | 1,512,879 | | | | | $ | 1,512,879 | | | | | $ | 1,512,879 | | | | | $ | 6,550,916 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | | | | | | | | | | |||||||||
| Fiscal Year | | | SCT Total PEO #1(1) | | | CAP PEO #1(1) | | | SCT Total PEO #2(1) | | | CAP PEO #2(1) | | | Average SCT Non-PEO NEOs(2) | | | CAP Non-PEO NEOs(2) | | | Company TSR(3) | | | Peer Group TSR(3) | | | Net Income | | | Company Selected Measure ( Non-GAAP)(4) | | ||||||||||||||||||||||||||||||
| a | | | b | | | c | | | d | | | e | | | f | | | g | | | h | | | i | | | j | | | k | | ||||||||||||||||||||||||||||||
| (2022) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| (2021) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| (2020) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | | | SCT Total PEO #1 | | | Pension Deducted from SCT | | | Pension Service Value Added to SCT | | | Stock Awards Deducted from SCT | | | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End | | | Change in Fair Value of Unvested Equity Awards that Vested During the Year | | | Change in Fair Value of Unvested Equity Grants | | | CAP PEO #1 | | ||||||||||||||||||||||||
| a | | | b | | | c | | | d | | | e | | | f | | | g | | | h | | | i | | ||||||||||||||||||||||||
| (2022) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| (2021) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | |
| Fiscal Year | | | SCT Total PEO #2 | | | Pension Deducted from SCT | | | Pension Service Value Added to SCT | | | Stock Awards Deducted from SCT | | | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End | | | Change in Fair Value of Unvested Equity Awards that Vested During the Year | | | Change in Fair Value of Unvested Equity Grants | | | CAP PEO #2 | | ||||||||||||||||||||||||
| a | | | b | | | c | | | d | | | e | | | f | | | g | | | h | | | i | | ||||||||||||||||||||||||
| (2021) | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | ||||||
| (2020) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | | | Average SCT Non-PEO NEOs | | | Pension Deducted from SCT | | | Pension Service Value Added to SCT | | | Stock Awards Deducted from SCT | | | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End | | | Change in Fair Value of Unvested Equity Awards that Vested During the Year | | | Change in Fair Value of Unvested Equity Grants | | | Average CAP Non-PEO NEOs | | ||||||||||||||||||||||||
| a | | | b | | | c | | | d | | | e | | | f | | | g | | | h | | | i | | ||||||||||||||||||||||||
| (2022) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| (2021) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | |||||
| (2020) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | | | Service Cost | | | Prior Service Cost | | | Total Pension Benefit Adjustments | | |||||||||
| a | | | b | | | c | | | d | | |||||||||
| PEO#1 (2022) | | | | | | | | | | | | | | | | | |||
| PEO#1 (2021) | | | | | | | | | | | | | | | | | |||
| PEO#2 (2021) | | | | | | | | | | | | | | | | | |||
| PEO#2 (2020) | | | | | | | | | | | | | | | | | |||
| Average Non-PEO NEO (2022) | | | | | | | | | | | | | | | | | |||
| Average Non-PEO NEO (2021) | | | | | | | | | | | | | | | | | |||
| Average Non-PEO NEO (2020) | | | | | | | | | | | | | | | | |
| | | | Most Important Performance Measures | | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | |
|
Adjusted Earnings and EPS Reconciliation
|
| ||||||||||||||||||||||||||||||||||||
| | | |
For the Years Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||||||||||||||||||||
|
(Millions of Dollars, Except Per Share Amounts)
|
| |
Amount
|
| |
Per Share
|
| |
Amount
|
| |
Per Share
|
| |
Amount
|
| |
Per Share
|
| ||||||||||||||||||
| Net Income Attributable to Common Shareholders (GAAP) | | | | $ | 1,404.9 | | | | | $ | 4.05 | | | | | $ | 1,220.5 | | | | | $ | 3.54 | | | | | $ | 1,205.2 | | | | | $ | 3.55 | | |
| Adjustments (after-tax) to reconcile to Adjusted Earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
CL&P Settlement Impacts
|
| | | | | | | | | | | | | | | | 86.1 | | | | | | 0.25 | | | | | | — | | | | | | — | | |
|
Acquisition, Transition and Strategic Review Costs
|
| | | | 15.0 | | | | | | 0.04 | | | | | | 23.6 | | | | | | 0.07 | | | | | | 32.1 | | | | | | 0.09 | | |
| Adjusted Earnings (Non-GAAP) | | | | $ | 1,419.9 | | | | | $ | 4.09 | | | | | $ | 1,330.2 | | | | | $ | 3.86 | | | | | $ | 1,237.3 | | | | | $ | 3.64 | | |
|
| |
The Board of Trustees recommends that Shareholders vote FOR this Item.
|
| |
| |
The Board of Trustees recommends that the advisory vote on executive compensation be conducted annually.
|
| |
| | | |
Number of
Shares (as of 2/28/23) |
| |
As a Percentage
of Shares Outstanding (348,670,501, shares as of 3/2/23) |
| ||||||
|
Number of Stock Options Outstanding
|
| | | | 0 | | | | | | 0 | | |
|
Weighted Average Exercise Price
|
| | | | 0 | | | | | | 0 | | |
|
Weighted Average Remaining Term (in years)
|
| | | | 0 | | | | | | 0 | | |
|
Number of Shares Subject to Other Outstanding Awards (with performance share
awards measured at target performance) |
| | | | 1,266,127 | | | | | | 0.36% | | |
|
Shares Remaining Available for
Future Awards under the 2018 Plan |
| | | | 565,737 | | | | | | 0.16% | | |
|
Proposed Shares Available for
Future Awards under Amended Plan |
| | | | 4,200,000 | | | | | | 1.20% | | |
|
Total Shares Outstanding Under Existing Equity Awards and Proposed to
be Reserved for Issuance under 2018 Plan |
| | | | 4,765,737 | | | | | | 1.37% | | |
| Shares Outstanding | | | | | 348,670,501 | | | | | | | | |
| |
The Board of Trustees recommends that the Shareholders vote FOR this Item.
|
| |
| |
The Board of Trustees recommends that Shareholders vote FOR this Item.
|
| |
| |
The Board of Trustees recommends that Shareholders vote FOR this Item.
|
| |
Audit and Non-Audit Fees
|
| |
2022
|
| |
2021
|
| ||||||
Audit Fees(1) | | | | $ | 5,323,600 | | | | | $ | 4,883,791 | | |
Audit Related Fees(2) | | | | $ | 1,542,000 | | | | | $ | 918,500 | | |
Tax Fees(3) | | | | | — | | | | | $ | 20,000 | | |
All Other Fees(4) | | | | $ | 163,822 | | | | | $ | 190,914 | | |
TOTAL | | | | $ | 7,029,422 | | | | | $ | 6,013,205 | | |
|
Item
|
| |
Board
Recommendation |
| |
Vote
Required |
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes |
| |
Discussion
Beginning on Page |
|
|
Election of Trustees
(Item 1) |
| |
FOR
All Nominees |
| |
Majority of all common
shares issued and outstanding |
| |
Against
|
| |
Against
|
| | | |
|
Advisory vote on executive compensation (Item 2)
|
| |
FOR
|
| |
Majority of votes cast
|
| |
No effect
|
| |
No effect
|
| | | |
|
Advisory vote on frequency of executive compensation vote
(Item 3) |
| |
ONE YEAR
|
| |
Majority of votes cast
|
| |
No effect
|
| |
No effect
|
| | | |
|
Approve the First Amendment to the 2018 Eversource Energy Incentive Plan
(Item 4) |
| |
FOR
|
| |
Majority of votes cast
|
| |
No effect
|
| |
No effect
|
| | | |
|
Approve the increase to the number of Eversource Energy common shares authorized for issuance
(Item 5) |
| |
FOR
|
| |
Majority of all common
shares issued and outstanding |
| |
Against
|
| |
Against
|
| | | |
|
Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm
(Item 6) |
| |
FOR
|
| |
Majority of votes cast
|
| |
No effect
|
| |
Not applicable
|
| | |
GBJJ6%,7/E>F[NS.V8=@,L2W"0#6M
M1+[6Y6T_S7F:V(Q;C9;/<+E1I,U7Q+/24LDT>^U%15;O-3%,4 @!UZM:_B]C
M\"F\H"\.O5K7\7L?@4WE ,.O5K7\7L?@4WE ,.O5K7\7L?@4WE ,.O5K7\7L
M?@4WE ,.O5K7\7L?@4WE ,.O5K7\7L?@4WE ,?N+CMUICD:]]'896IRQOHZA
M&KZNY5-7^!0S&0I^/K5AKU6JL&798\-C8H*Z)V]V<75C]GW 8V2U?:#7F-S4
MO>1J6I:N"/=15\E.J L:ROS,Z-=K8$7>IZ9?QW)TKTV+@C.9RA4B"H4 '8] >'[,&MM\DMV4J1E&J-5%;W[4X3U"HJ
M
K9LW6]#7JKWM:G)NLF26-,.9H7''@T 3NX \\=\V?,
MVG=5)C+0S,O-N8NU5AJ$2"H1.PUCVQ+ZKU":F>$@%:?&QGI,U:O.R_2R[]MR
MG2LH$1JXL6LF]_J')VTWF1.[<87$;@T 3#X",A+<,SW_46LBQIK- EKMKG)
ML6KK.[EU*$U/H) !X;U^9[A\FF^#@Z V[(&
ME^>]3[DMKR39I[G)&K>^:AJ)'2TZ.Y%FG>K6,QP54178KAL10Q/?0?A"RUII
M-39HSG+%F+.D>#X&(W&W4,G,Z)KT19)$YI'HF'L6HJ;P3:DP& #5
M,]::9&U*MOS7G6RT]TA:BI!-(W
&@ !.KA*XG8*JFH=*M1*WHZ^+=I\LWJH=@R6-$1K*.9R\C
MV\D3U];&J
-R]$]=J[JLYFJ%2H(A2TKA6U?
M_P!5M-X8KI-TF;