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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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 (EPS
Non-GAAP)
(4)
a
b
c
d
e
f
g
h
i
j
k
1 (2023)
18,885,577 7,429,247 2,936,041 1,135,182 82 107 -442.2 4.34
2 (2022)
12,959,134 10,858,066 3,410,910 2,951,647 107 117 1,404.9 4.09
3 (2021)
6,467,078 5,120,192 10,220,941 10,910,465 4,157,260 3,471,045 113 116 1,220.5 3.86
4 (2020)
14,575,276 14,062,876 5,002,344 3,960,432 105 99 1,205.2 3.64
(1)
The PEOs for each year are as follows:
a.
2023, 2022 and 2021 — Joseph R. Nolan, Jr.
b.
2020 and 2021 — James J. Judge. Mr. Nolan became the Company’s Chief Executive Officer on May 5, 2021
(2)
The Non-PEO NEOs for each year are as follows:
a.
2023 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, James W. Hunt, III and Werner J. Schweiger
b.
2022 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, Werner J. Schweiger, James J. Judge and Philip J. Lembo
c.
2021 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Christine M. Carmody
d.
2020 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Joseph R. Nolan, Jr.
(3)
The values disclosed in this TSR column represent the measurement period value of an investment of $100 in our units as of December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022 and December 31, 2023 as compared to the EEI Index, as disclosed in our Annual Report on Form 10-K for fiscal year ended 2023 pursuant to Item 201(e) of Regulation S-K
(4)
Set forth in Footnote 1 on page 33 and Exhibit A to the CD&A is a full description of how non-GAAP EPS was determined. The Company believes non-GAAP EPS is a very important measure to investors and which is indicative of Company performance; accordingly, it represents a significant factor in determining both annual and long term executive compensation, though as noted the Compensation Committee determined that due to the disappointing performance in our 2023 stock price, the Committee scored the EPS goal at zero out of 200 within the EPS based portion of the 2023 annual incentive program
To calculate CAP for our PEOs and Non-PEO NEOs in the table above, the following amounts were deducted and added to the values as reported in the SCT:
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
1 (2023)
18,885,577 -7,832,472 689,828 -8,018,396 6,023,948 -182,331 -2,136,906 7,429,247
2 (2022)
12,959,134 -2,143,443 429,463 -6,825,923 6,749,195 -235,802 -74,557 10,858,066
3 (2021)
6,467,078 -1,705,782 336,850 -1,441,650 1,546,319 -201,335 118,712 5,120,192
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)
10,220,941 0 845,242 -6,786,337 7,279,051 -1,266,246 617,814 10,910,465
(2020)
14,575,276 -3,742,215 111,326 -6,682,612 6,707,152 2,047,648 1,046,301 14,062,876
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
1 (2023)
2,936,041 -478,864 84,416 -1,451,776 827,273 -102,269 -679,639 1,135,182
2 (2022)
3,410,910 -69,941 162,780 -2,054,232 2,031,140 -419,104 -109,907 2,951,647
3 (2021)
4,157,260 -1,205,814 530,849 -1,408,117 1,510,350 -238,540 125,057 3,471,045
4 (2020)
5,002,344 -1,929,875 257,161 -1,494,123 1,499,609 422,302 203,013 3,960,432
(a)
The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the PEO and non-PEO NEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP
Fiscal Year
Service
Cost
Prior
Service
Cost
Total
Pension
Benefit
Adjustments
a
b
c
d
PEO#1 (2023)
689,828 0 689,828
PEO#1 (2022)
429,463 0 429,463
PEO#1 (2021)
336,850 0 336,850
PEO#2 (2021)
845,242 0 845,242
PEO#2 (2020)
111,326 0 111,326
Average Non-PEO NEO (2023)
84,416 0 84,416
Average Non-PEO NEO (2022)
162,780 0 162,780
Average Non-PEO NEO (2021)
530,849 0 530,849
Average Non-PEO NEO (2020)
257,161 0 257,161
(b)
For the periods covered, no individual equity awards were granted and vested in the same year, except as it relates to the 2023 awards to Mr. Schweiger, who retired on July 1, 2023, respectively, and no dividends or other earnings were paid on outstanding and unvested awards. The valuation assumptions used to calculate the fair values of performance shares reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Outstanding RSUs accrue dividend equivalent units in the form of additional common shares that are not distributed unless and until the underlying award vests and becomes payable. The value of dividend equivalent units are reflected in the values set forth above.
     
Company Selected Measure Name EPS      
Named Executive Officers, Footnote
(1)
The PEOs for each year are as follows:
a.
2023, 2022 and 2021 — Joseph R. Nolan, Jr.
b.
2020 and 2021 — James J. Judge. Mr. Nolan became the Company’s Chief Executive Officer on May 5, 2021
(2)
The Non-PEO NEOs for each year are as follows:
a.
2023 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, James W. Hunt, III and Werner J. Schweiger
b.
2022 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, Werner J. Schweiger, James J. Judge and Philip J. Lembo
c.
2021 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Christine M. Carmody
d.
2020 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Joseph R. Nolan
     
Peer Group Issuers, Footnote
(3)
The values disclosed in this TSR column represent the measurement period value of an investment of $100 in our units as of December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022 and December 31, 2023 as compared to the EEI Index, as disclosed in our Annual Report on Form 10-K for fiscal year ended 2023 pursuant to Item 201(e) of Regulation S-K
     
Adjustment To PEO Compensation, Footnote
To calculate CAP for our PEOs and Non-PEO NEOs in the table above, the following amounts were deducted and added to the values as reported in the SCT:
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
1 (2023)
18,885,577 -7,832,472 689,828 -8,018,396 6,023,948 -182,331 -2,136,906 7,429,247
2 (2022)
12,959,134 -2,143,443 429,463 -6,825,923 6,749,195 -235,802 -74,557 10,858,066
3 (2021)
6,467,078 -1,705,782 336,850 -1,441,650 1,546,319 -201,335 118,712 5,120,192
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)
10,220,941 0 845,242 -6,786,337 7,279,051 -1,266,246 617,814 10,910,465
(2020)
14,575,276 -3,742,215 111,326 -6,682,612 6,707,152 2,047,648 1,046,301 14,062,876
(a)
The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the PEO and non-PEO NEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP
Fiscal Year
Service
Cost
Prior
Service
Cost
Total
Pension
Benefit
Adjustments
a
b
c
d
PEO#1 (2023)
689,828 0 689,828
PEO#1 (2022)
429,463 0 429,463
PEO#1 (2021)
336,850 0 336,850
PEO#2 (2021)
845,242 0 845,242
PEO#2 (2020)
111,326 0 111,326
Average Non-PEO NEO (2023)
84,416 0 84,416
Average Non-PEO NEO (2022)
162,780 0 162,780
Average Non-PEO NEO (2021)
530,849 0 530,849
Average Non-PEO NEO (2020)
257,161 0 257,161
(b)
For the periods covered, no individual equity awards were granted and vested in the same year, except as it relates to the 2023 awards to Mr. Schweiger, who retired on July 1, 2023, respectively, and no dividends or other earnings were paid on outstanding and unvested awards. The valuation assumptions used to calculate the fair values of performance shares reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Outstanding RSUs accrue dividend equivalent units in the form of additional common shares that are not distributed unless and until the underlying award vests and becomes payable. The value of dividend equivalent units are reflected in the values set forth above.
     
Non-PEO NEO Average Total Compensation Amount $ 2,936,041 $ 3,410,910 $ 4,157,260 $ 5,002,344
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,135,182 2,951,647 3,471,045 3,960,432
Adjustment to Non-PEO NEO Compensation Footnote
To calculate CAP for our PEOs and Non-PEO NEOs in the table above, the following amounts were deducted and added to the values as reported in the SCT:
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
1 (2023)
2,936,041 -478,864 84,416 -1,451,776 827,273 -102,269 -679,639 1,135,182
2 (2022)
3,410,910 -69,941 162,780 -2,054,232 2,031,140 -419,104 -109,907 2,951,647
3 (2021)
4,157,260 -1,205,814 530,849 -1,408,117 1,510,350 -238,540 125,057 3,471,045
4 (2020)
5,002,344 -1,929,875 257,161 -1,494,123 1,499,609 422,302 203,013 3,960,432
(a)
The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the PEO and non-PEO NEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP
Fiscal Year
Service
Cost
Prior
Service
Cost
Total
Pension
Benefit
Adjustments
a
b
c
d
PEO#1 (2023)
689,828 0 689,828
PEO#1 (2022)
429,463 0 429,463
PEO#1 (2021)
336,850 0 336,850
PEO#2 (2021)
845,242 0 845,242
PEO#2 (2020)
111,326 0 111,326
Average Non-PEO NEO (2023)
84,416 0 84,416
Average Non-PEO NEO (2022)
162,780 0 162,780
Average Non-PEO NEO (2021)
530,849 0 530,849
Average Non-PEO NEO (2020)
257,161 0 257,161
(b)
For the periods covered, no individual equity awards were granted and vested in the same year, except as it relates to the 2023 awards to Mr. Schweiger, who retired on July 1, 2023, respectively, and no dividends or other earnings were paid on outstanding and unvested awards. The valuation assumptions used to calculate the fair values of performance shares reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Outstanding RSUs accrue dividend equivalent units in the form of additional common shares that are not distributed unless and until the underlying award vests and becomes payable. The value of dividend equivalent units are reflected in the values set forth above.
     
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs. TSR
As presented in graph below, the Company delivered positive TSR for the first three years of the four-year period, leading the EEI Index for 2020 but behind for the 2021 – 2023 periods. TSR is half of the measurement used for the Performance Share payout of our Long-Term Incentive Program. Four-year average EPS Growth is
cross-referenced with the actual four-year TSR percentile to determine the actual performance share payout as a percentage of target. Based on 2023 performance, CAP for both the PEO and the Non-PEO NEO’s (average) dropped due to both the below target payout of the annual incentive plan and lower stock prices after grant.
[MISSING IMAGE: bc_tsr-bw.jpg]
     
Compensation Actually Paid vs. Net Income
Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs. Net Income
While the Company does not use net income as a performance measure in its overall executive compensation program and therefore would not necessarily expect a meaningful relationship to exist between the measures, the
graph below does illustrate that with a reduction in net income in 2023, CAP similarly dropped for the NEO and Non-PEO NEOs in 2023.
[MISSING IMAGE: bc_netincome-bw.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs.
Non-GAAP EPS
The graph below illustrates the trend in CAP over the four years to our non-GAAP EPS. This illustrates that over the four-year period, non-GAAP EPS consistently
increased, however, compensation fluctuated due to the impact of the below target payout of our annual incentive plan in 2023 and the lower stock prices throughout 2023.
[MISSING IMAGE: bc_eps-bw.jpg]
     
Total Shareholder Return Vs Peer Group
Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs. TSR
As presented in graph below, the Company delivered positive TSR for the first three years of the four-year period, leading the EEI Index for 2020 but behind for the 2021 – 2023 periods. TSR is half of the measurement used for the Performance Share payout of our Long-Term Incentive Program. Four-year average EPS Growth is
cross-referenced with the actual four-year TSR percentile to determine the actual performance share payout as a percentage of target. Based on 2023 performance, CAP for both the PEO and the Non-PEO NEO’s (average) dropped due to both the below target payout of the annual incentive plan and lower stock prices after grant.
[MISSING IMAGE: bc_tsr-bw.jpg]
     
Tabular List, Table
Most Important Performance Measures
Earnings Per Share
Dividend Growth
Total Shareholder Return
Reliability
Restoration
Strategic Growth Initiatives
     
Total Shareholder Return Amount $ 82 107 113 105
Peer Group Total Shareholder Return Amount 107 117 116 99
Net Income (Loss) $ (442.2) $ 1,404.9 $ 1,220.5 $ 1,205.2
Company Selected Measure Amount 4.34 4.09 3.86 3.64
PEO Name Joseph R. Nolan, Jr.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Earnings Per Share      
Non-GAAP Measure Description
(4)
Set forth in Footnote 1 on page 33 and Exhibit A to the CD&A is a full description of how non-GAAP EPS was determined. The Company believes non-GAAP EPS is a very important measure to investors and which is indicative of Company performance; accordingly, it represents a significant factor in determining both annual and long term executive compensation, though as noted the Compensation Committee determined that due to the disappointing performance in our 2023 stock price, the Committee scored the EPS goal at zero out of 200 within the EPS based portion of the 2023 annual incentive program
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Dividend Growth      
Measure:: 3        
Pay vs Performance Disclosure        
Name Total Shareholder Return      
Measure:: 4        
Pay vs Performance Disclosure        
Name Reliability      
Measure:: 5        
Pay vs Performance Disclosure        
Name Restoration      
Measure:: 6        
Pay vs Performance Disclosure        
Name Strategic Growth Initiatives      
Joseph Nolan [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 18,885,577 $ 12,959,134 $ 6,467,078  
PEO Actually Paid Compensation Amount 7,429,247 10,858,066 5,120,192  
Joseph Nolan [Member] | Pension Adjustments Pension Value In Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (7,832,472) (2,143,443) (1,705,782)  
Joseph Nolan [Member] | Total Pension Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 689,828 429,463 336,850  
Joseph Nolan [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (8,018,396) (6,825,923) (1,441,650)  
Joseph Nolan [Member] | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End ​[Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,023,948 6,749,195 1,546,319  
Joseph Nolan [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (182,331) (235,802) (201,335)  
Joseph Nolan [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,136,906) (74,557) 118,712  
Joseph Nolan [Member] | Pension Adjustments Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 689,828 429,463 336,850  
Joseph Nolan [Member] | Pension Adjustments Prior Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
 James Judge [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount     10,220,941 $ 14,575,276
PEO Actually Paid Compensation Amount     10,910,465 14,062,876
 James Judge [Member] | Pension Adjustments Pension Value In Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     0 (3,742,215)
 James Judge [Member] | Total Pension Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     845,242 111,326
 James Judge [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (6,786,337) (6,682,612)
 James Judge [Member] | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End ​[Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     7,279,051 6,707,152
 James Judge [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (1,266,246) 2,047,648
 James Judge [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     617,814 1,046,301
 James Judge [Member] | Pension Adjustments Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     845,242 111,326
 James Judge [Member] | Pension Adjustments Prior Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     0 0
Non-PEO NEO | Pension Adjustments Pension Value In Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (478,864) (69,941) (1,205,814) (1,929,875)
Non-PEO NEO | Total Pension Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 84,416 162,780 530,849 257,161
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,451,776) (2,054,232) (1,408,117) (1,494,123)
Non-PEO NEO | Fair Value of Equity Awards Granted during the Year and Remained Unvested at Year-End ​[Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 827,273 2,031,140 1,510,350 1,499,609
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (102,269) (419,104) (238,540) 422,302
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (679,639) (109,907) 125,057 203,013
Non-PEO NEO | Pension Adjustments Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 84,416 162,780 530,849 257,161
Non-PEO NEO | Pension Adjustments Prior Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0