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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 2024 Annual Meeting of Shareholders of Eversource Energy.
In 2023, Eversource’s diverse, talented team of 10,000 employees maintained our commitment to provide safe, reliable energy and water service, top-class customer service, and focused storm response to our 4.4 million customers. We invested more than $4.6 billion into our core businesses in 2023. These investments improved our already strong reliability, hardened our systems against the impacts of weather and climate change, enabled additional clean energy resources to connect to the grid, and made it more convenient for our customers to do business with us.
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| DATE: | | | Wednesday, May 1, 2024 | |
| TIME: | | | 10:30 a.m. Eastern Time | |
| PLACE: | | |
Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199
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Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be held on May 1, 2024. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 1, 2024 and the 2023 Annual Report are available on the Internet at www.envisionreports.com/ES
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| Item 4: Shareholder Proposal titled “Simple Majority Vote” | | | |
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| Questions and Answers About the Annual Meeting and Voting | | | |
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Annual Meeting of Shareholders
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Time and Date:
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| | 10:30 a.m., Eastern Time, on Wednesday, May 1, 2024 | | |
| | Location: | | |
Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199
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Record Date:
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| | March 5, 2024 | | |
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Board Committees
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Trustee
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Age
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Trustee
Since |
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Independent
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Audit
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Compensation
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Governance,
Environmental and Social Responsibility |
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Executive
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Finance
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| Cotton M. Cleveland | | | | | 71 | | | | | | 1992 | | | | | | Y | | | | | | | | | | | | | | | | | | C | | | | | | M | | | | | | M | | |
| Linda Dorcena Forry | | | | | 50 | | | | | | 2018 | | | | | | Y | | | | | | | | | | | | | | | | | | M | | | | | | | | | | | | M | | |
| Gregory M. Jones | | | | | 66 | | | | | | 2020 | | | | | | Y | | | | | | M | | | | | | | | | | | | M | | | | | | | | | | | | | | |
| Loretta D. Keane | | | | | 65 | | | | | | 2023 | | | | | | Y | | | | | | V | | | | | | | | | | | | | | | | | | | | | | | | M | | |
| John Y. Kim | | | | | 63 | | | | | | 2018 | | | | | | Y | | | | | | | | | | | | M | | | | | | | | | | | | M | | | | | | C | | |
| David H. Long | | | | | 63 | | | | | | 2019 | | | | | | Y | | | | | | | | | | | | M | | | | | | M | | | | | | | | | | | | | | |
| Joseph R. Nolan, Jr. | | | | | 60 | | | | | | 2021 | | | | | | N | | | | | | | | | | | | | | | | | | | | | | | | C | | | | | | | | |
| Daniel J. Nova | | | | | 62 | | | | | | 2023 | | | | | | Y | | | | | | | | | | | | M | | | | | | | | | | | | | | | | | | M | | |
| Frederica M. Williams | | | | | 65 | | | | | | 2012 | | | | | | Y | | | | | | M | | | | | | M | | | | | | | | | | | | | | | | | | | | |
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The Board of Trustees recommends that shareholders vote FOR Items 1, 2 and 3.
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The Board of Trustees makes no recommendation regarding Item 4.
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The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.
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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.
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Members:
Francis A. Doyle, Chair
Loretta D. Keane, Vice Chair Gregory M. Jones Kenneth R. Leibler Frederica M. Williams |
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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:
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The appointment, compensation, retention and oversight of our independent registered public accounting firm.
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The independent registered public accounting firm’s qualifications, performance and independence, as well as the performance of our internal audit function.
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The review of guidelines and policies that govern management’s processes in assessing, monitoring and mitigating major financial risk exposures.
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Financial reporting and review of accounting standards and systems of internal control.
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Significant accounting policies, management judgments and accounting estimates, and earnings releases.
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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 2023, including the annual joint meeting with the Finance Committee.
Additional information regarding the Audit Committee is contained in Item 3 of this proxy statement beginning on page 83.
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.
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Members:
William C. Van Faasen, Chair
Francis A. Doyle John Y. Kim David H. Long Daniel J. Nova Frederica M. Williams |
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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:
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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.
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Reviews and recommends to the Board of Trustees the compensation of the non-employee members of the Board.
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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.
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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.
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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 six times during 2023.
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 37.
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.
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Members:
Joseph R. Nolan, Jr., Chair
Cotton M. Cleveland Francis A. Doyle John Y. Kim William C. Van Faasen |
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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 met three times in 2023.
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.
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Members:
John Y. Kim, Chair
Cotton M. Cleveland Linda Dorcena Forry Loretta D. Keane Kenneth R. Leibler Daniel J. Nova |
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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:
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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.
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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.
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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.
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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 2023, 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.
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Members:
Cotton M. Cleveland, Chair
Linda Dorcena Forry Gregory M. Jones David H. Long William C. Van Faasen |
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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:
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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.
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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.
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Annually evaluates the performance of the Board and its Committees.
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Annually reviews the charters of the Board Committees.
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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 four times in 2023.
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.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
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Percent of Class
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The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
| | | | 45,464,021(1) | | | | | | 13.02%(1) | | |
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BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| | | | 37,039,481(2) | | | | | | 10.6%(2) | | |
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State Street Corporation
State Street Financial Center One Lincoln Street Boston, Massachusetts 02111 |
| | | | 27,687,799(3) | | | | | | 7.93%(3) | | |
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership(1)(2) |
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| Gregory B. Butler | | | | | 81,713(3) | | |
| Christine M. Carmody | | | | | 49,957(3) | | |
| Cotton M. Cleveland | | | | | 76,765 | | |
| Francis A. Doyle | | | | | 39,392(4) | | |
| Linda Dorcena Forry | | | | | 11,307 | | |
| James. W. Hunt, III | | | | | 30,304(3) | | |
| Gregory M. Jones | | | | | 10,243 | | |
| Loretta D. Keane | | | | | 4,737 | | |
| John Y. Kim | | | | | 30,953(5) | | |
| Kenneth R. Leibler | | | | | 51,966 | | |
| David H. Long | | | | | 12,299 | | |
| John M. Moreira | | | | | 32,827(3) | | |
| Joseph R. Nolan, Jr. | | | | | 191,082(3) | | |
| Daniel J. Nova | | | | | 4,106 | | |
| Werner J. Schweiger | | | | | 220,995(3)(6) | | |
| William C. Van Faasen | | | | | 57,651 | | |
| Frederica M. Williams | | | | | 23,098 | | |
| All Trustees and Executive Officers as a group (21 persons) | | | | | 1,015,339(7) | | |
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Compensation Element
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Amount
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| 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 and Vice Chair Retainer | | |
$25,000 Audit Committee
$20,000 Compensation Committee $15,000 Governance, Environmental and Social Responsibility Committee $15,000 Finance Committee $7,500 Audit Committee Vice Chair $7,500 Finance Committee Vice Chair* |
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Trustee
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Fees Earned
Or Paid in Cash ($)(1) |
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Stock Awards
($)(2) |
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Total
($) |
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| Cotton M. Cleveland | | | | $ | 135,000.00 | | | | | $ | 162,687.39 | | | | | $ | 297,687.39 | | |
| James S. DiStasio(3) | | | | | 67,500.00 | | | | | | 162,687.39 | | | | | | 230,187.39 | | |
| Francis A. Doyle | | | | | 145,000.00 | | | | | | 162,687.39 | | | | | | 307,687.39 | | |
| Linda Dorcena Forry | | | | | 120,000.00 | | | | | | 162,687.39 | | | | | | 282,687.39 | | |
| Gregory M. Jones | | | | | 120,000.00 | | | | | | 162,687.39 | | | | | | 282,687.39 | | |
| Loretta D. Keane | | | | | 127,500.00 | | | | | | 162,687.39 | | | | | | 290,187.39 | | |
| John Y. Kim | | | | | 133,750.00 | | | | | | 162,687.39 | | | | | | 296,437.38 | | |
| Kenneth R. Leibler | | | | | 120,000.00 | | | | | | 162,687.39 | | | | | | 282,687.39 | | |
| David H. Long | | | | | 120,000.00 | | | | | | 162,687.39 | | | | | | 282,687.39 | | |
| Daniel J. Nova | | | | | 70,000.00 | | | | | | 97,573.68 | | | | | | 167,573.68 | | |
| William C. Van Faasen | | | | | 175,000.00 | | | | | | 162,687.39 | | | | | | 337,687.39 | | |
| Frederica M. Williams | | | | | 120,000.00 | | | | | | 162,687.39 | | | | | | 282,687.39 | | |
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➢
Summary of 2023 Accomplishments
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Pay for Performance Philosophy
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Executive Compensation Governance
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Named Executive Officers
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Overview of Our Compensation Program
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Market Analysis
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Mix of Compensation Elements
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Results of 2023 Say on Pay Vote
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Elements of 2023 Compensation
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Risk Analysis of Executive Compensation Program
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2023 Annual Incentive Program Assessment
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Long-Term Incentive Program
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Clawback, No Hedging and No Pledging Policies
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Share Ownership Guidelines and Retention Requirements
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Other Benefits
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Contractual Agreements
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Tax and Accounting Considerations
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Equity Grant Practices
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Compensation Committee Report
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What we DO :
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What we DON’T do :
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| | Alliant Energy Corporation | | | DTE Energy Company | | | Pinnacle West Capital Corporation | | |
| | Ameren Corporation | | | Edison International | | | PPL Corporation | | |
| | American Electric Power Co., Inc. | | | Entergy Corporation | | | Public Service Enterprise Group, Inc. | | |
| | CenterPoint Energy, Inc. | | | Exelon Corporation | | | Sempra Energy. | | |
| | CMS Energy Corp. | | | FirstEnergy Corp. | | | WEC Energy Group, Inc. | | |
| | Consolidated Edison, Inc. | | | NiSource, Inc. | | | Xcel Energy Inc. | | |
| | Dominion Energy, Inc. | | | PG&E Corporation | | | | | |
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Percentage of TDC at Target
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Long-Term Incentive Program
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Named Executive Officer (NEO)
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Base
Salary |
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Annual
Incentive(1) |
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Performance
Shares(1) |
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RSUs(2)
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TDC
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| Joseph R. Nolan, Jr. | | | | | 13% | | | | | | 16% | | | | | | 53% | | | | | | 18% | | | | | | 100% | | |
| John M. Moreira | | | | | 24% | | | | | | 19% | | | | | | 43% | | | | | | 14% | | | | | | 100% | | |
| Gregory B. Butler | | | | | 28% | | | | | | 20% | | | | | | 39% | | | | | | 13% | | | | | | 100% | | |
| Christine M. Carmody | | | | | 28% | | | | | | 20% | | | | | | 39% | | | | | | 13% | | | | | | 100% | | |
| James W. Hunt, III | | | | | 33% | | | | | | 20% | | | | | | 35% | | | | | | 12% | | | | | | 100% | | |
| Werner J. Schweiger | | | | | 24% | | | | | | 19% | | | | | | 43% | | | | | | 14% | | | | | | 100% | | |
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NEO average, excluding CEO and retired NEO
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| | | | 27% | | | | | | 20% | | | | | | 40% | | | | | | 13% | | | | | | 100% | | |
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Total Direct Compensation - CEO
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Total Direct Compensation
All other NEOs |
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Financial (70%)
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Operational (30%)
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Category
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2023 Goal
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Company Performance
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Assessment
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| Earnings Per Share | | |
$4.33 earnings per share
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Not Achieved: While earnings per share, excluding costs noted on Exhibit A, equaled $4.34 per share and 6.1% growth over 2022, the Committee deemed the goal to have not been achieved. Please see page 50 of this proxy statement for additional information.
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0%
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| Dividend Growth | | |
Increase dividend beyond industry average
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Achieved: Increased dividend to $2.70 per share, a $0.15 increase and 5.9% growth over 2022, exceeding the industry median of 5.4% and consistent with our long-range plan and management guidance. Please see page 51 of this proxy statement for additional information.
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160%
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| Strategic Initiatives and Regulatory Outcomes | | |
Advancement of key strategic projects and regulatory outcomes
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Achieved: This goal consisted of five initiatives: 1) Maximize investment in offshore wind divesture; 2) Constructive regulatory outcomes; 3) Continue to grow the water business; 4) Successfully advance DER projects; and 5) Secure additional clean energy funding. A full description of the goal and the results of the goal are set forth on pages 51 and 52 of this proxy statement.
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140%
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| Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30% | |
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Category
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2023 Goal
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Company Performance
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Assessment
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| Reliability – Average Months Between Interruptions (MBI) | | |
MBI of within 17.7 to 19.7 months
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Exceeded: MBI = 22.3 months. At the top level of the performance goal’s range and in the top decile of the industry peer group and our best performance on record. Please see page 52 of this proxy statement for addition information.
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195%
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| Average Restoration Duration (SAIDI) | | |
SAIDI of 62 to 74
minutes |
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Exceeded: SAIDI = 58.6 minutes. At the top level of the performance range, in the top decile of the industry group as measured by recognized industry standards and our best performance on record. Please see page 52 of this proxy statement for additional information.
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195%
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| Safety Rate (Days Away Restricted Time (DART)) | | |
0.9 – 1.35 DART
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Exceeded: 0.8 DART – Substantially better than the performance goal range and industry and improving year after year. Please see pages 52 and 53 of this proxy statement for additional information.
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150%
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| Gas Service Response | | |
96% – 98% on time responses
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Exceeded: 98.0% – Performance met or exceeded all regulatory requirements, and at the top of the level of the performance goal range. Please see page 53 of this proxy statement for additional information.
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175%
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Category
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2023 Goal
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Company Performance
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Assessment
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| Diverse Leadership | | |
40.5% – 45.5% diverse hires or promotions of leadership level
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Exceeded: 48.1% – 191 out of 397 of our promotions and hires were women and/or people of color. Please see page 53 of this proxy statement for additional information.
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175%
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| Sustainability Ranking | | |
83rd – 95th percentile vs. US peer companies
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Achieved: At the 92.1st percentile, Eversource performance was first quartile; the Company also received numerous recognitions and awards acknowledging sustainability excellence in 2023. Please see page 53 of this proxy statement for additional information.
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150%
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| Enhance the Customer Experience | | |
Success in advancing important customer initiatives
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Achieved. This goal consisted of seven initiatives: 1) Execution of the Emergency & Outage Response Plan and Stakeholder Communications Plans; 2) Replacement of the Customer Call Center Technology and achievement of milestones established for OMNI-MA Phase II; 3) Replacement of corporate-wide Electric T & D SCADA System 4) Further education of stakeholders regarding the impact of clean energy; 5) Initiation of the implementation of MA AMI Plan, including Meter Data Management System and communications network coordinated with OMNI; 6) Ensuring T & D System and Communication Plans support potential for resource adequacy issues and impacts; and 7) Educating customers regarding impact of energy supply on customer bills.
A full description of the goal and its results are set forth on pages 53 and 54 of this proxy statement.
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150%
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| Clean Energy Execution | | |
Execute important clean energy initiatives
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Achieved. This goal consisted of four initiatives: 1) Develop science-based targets, specific transmission interconnection infrastructure and related goals; 2) Evolve gas business to address decarbonization policy objectives; 3) Expand the development of utility owned solar and EV infrastructure; and 4) Continue to execute on the three contracted offshore wind projects until divestiture. A full description of the goal and its results are set forth on page 54 of this proxy statement.
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150%
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| Weightings = Reliability – 25%; Restoration – 25%; Safety, Gas Response, Diversity, Sustainability and Key Initiatives – 50% | |
| Financial Performance at 58% (weighted 70%) | | | | | 41% | | |
| Operational Performance at 177% (weighted 30%) | | | | | 53% | | |
| Overall Performance | | | | | 94% | | |
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Named Executive Officer
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2023 Award
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2022 Award
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Year-over-Year
Change |
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Year Over Year
Change (%) |
| ||||||||||||
| Joseph R. Nolan, Jr. | | | | $ | 1,630,000 | | | | | $ | 2,688,000 | | | | | $ | -1,058,000 | | | | | | -39.4% | | |
| John M. Moreira | | | | | 564,000 | | | | | | 900,000 | | | | | | -336,000 | | | | | | -37.3% | | |
| Gregory B. Butler | | | | | 468,000 | | | | | | 720,000 | | | | | | -252,000 | | | | | | -35.0% | | |
| Christine M. Carmody | | | | | 378,000 | | | | | | 720,000 | | | | | | -342,000 | | | | | | -47.5% | | |
| James W. Hunt, III(1) | | | | | 368,000 | | | | | | — | | | | | | — | | | | | | — | | |
| Werner J. Schweiger(2) | | | | | — | | | | | | 1,050,000 | | | | | | — | | | | | | — | | |
| |
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. | | | | | 70,177 | | |
| John M. Moreira | | | | | 16,760 | | |
| Gregory B. Butler | | | | | 11,918 | | |
| Christine M. Carmody | | | | | 9,618 | | |
| James W. Hunt, III | | | | | 6,974 | | |
| Werner J. Schweiger | | | | | 18,259 | | |
|
2021 – 2023 Long-Term Incentive Program
Performance Share Awards |
| ||||||
|
Named Executive Officer
|
| |
Performance
Share Award |
| |||
| Joseph R. Nolan, Jr. | | | | | 9,147 | | |
| John M. Moreira | | | | | 2,139 | | |
| Gregory B. Butler | | | | | 7,897 | | |
| Christine M. Carmody | | | | | 6,378 | | |
| James W. Hunt, III | | | | | 2,064 | | |
| Werner J. Schweiger | | | | | 9,243 | | |
| | | |
RSU Grants
|
| |||||||||||||||
|
Named Executive Officer
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| Joseph R. Nolan, Jr. | | | | | 3,944 | | | | | | 18,290 | | | | | | 23,392 | | |
| John M. Moreira(1) | | | | | — | | | | | | 970 | | | | | | 5,587 | | |
| Gregory B. Butler | | | | | 3,404 | | | | | | 3,580 | | | | | | 3,973 | | |
| Christine M. Carmody | | | | | 2,749 | | | | | | 2,891 | | | | | | 3,206 | | |
| James W. Hunt, III(2) | | | | | — | | | | | | — | | | | | | 2,325 | | |
| Werner J. Schweiger | | | | | 4,782 | | | | | | 5,030 | | | | | | 6,086 | | |
|
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(5) |
| |
Non-Equity
Incentive Plan(6) |
| |
Change in
Pension Value and Non-Qualified Deferred Earnings(7) |
| |
All Other
Compensation(8) |
| |
SEC Total
|
| |
Adjusted
SEC Total(9) |
| ||||||||||||||||||||||||
Joseph R. Nolan, Jr.
Chairman, President and Chief Executive Officer |
| | | | 2023 | | | | | | 1,325,001 | | | | | | 8,018,396 | | | | | | 1,630,000 | | | | | | 7,832,472 | | | | | | 79,708 | | | | | | 18,885,577 | | | | | | 11,053,105 | | |
| | | 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 | | | | | | 4,761,296 | | | ||
John M. Moreira(1)
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | 2023 | | | | | | 721,156 | | | | | | 1,915,025 | | | | | | 564,000 | | | | | | 981,136 | | | | | | 27,436 | | | | | | 4,208,753 | | | | | | 3,227,617 | | |
| | | 2022 | | | | | | 543,056 | | | | | | 362,099 | | | | | | 900,000 | | | | | | 419,646 | | | | | | 12,200 | | | | | | 2,237,001 | | | | | | 1,817,355 | | | ||
Gregory B. Butler
Executive Vice President and General Counsel |
| | | | 2023 | | | | | | 703,421 | | | | | | 1,361,778 | | | | | | 468,000 | | | | | | 55,219 | | | | | | 13,652 | | | | | | 2,602,071 | | | | | | 2,546,852 | | |
| | | 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 | | | ||
Christine M. Carmody(2)
Executive Vice President-Human Resources and Information Technology |
| | | | 2023 | | | | | | 570,578 | | | | | | 1,098,953 | | | | | | 378,000 | | | | | | 1,127,123 | | | | | | 22,192 | | | | | | 3,196,846 | | | | | | 2,069,723 | | |
| | | 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 | | | |
2,861,429
|
| | | | 2,216,106 | | | |||||
James W. Hunt, III(3)
Executive Vice President-Corporate Relations and Sustainability and Secretary |
| | | | 2023 | | | | | | 636,462 | | | | | | 796,877 | | | | | | 368,000 | | | | | | 230,842 | | | | | | 25,250 | | | | | | 2,057,432 | | | | | | 1,826,590 | | |
Werner J. Schweiger(4)
Retired Executive Vice President and Chief Operating Officer |
| | | | 2023 | | | | | | 506,658 | | | | | | 2,086,246 | | | | | | — | | | | | | — | | | | | | 20,700 | | | | | | 2,613,604 | | | | | | 2,613,604 | | |
| | | 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 | | |
| | | | | | | | |
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) | | | | | 02/01/23 | | | | | $ | 867,000 | | | | | $ | 1,734,000 | | | | | $ | 3,468,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 70,177 | | | | | | 140,354 | | | | | | 23,392 | | | | | $ | 8,018,396 | | |
John M. Moreira | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/01/23 | | | | | | 300,000 | | | | | | 600,000 | | | | | | 1,200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,760 | | | | | | 33,520 | | | | | | 5,587 | | | | | | 1,915,025 | | |
Gregory B. Butler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/01/23 | | | | | | 249,000 | | | | | | 498,000 | | | | | | 996,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,918 | | | | | | 23,836 | | | | | | 3,973 | | | | | | 1,361,778 | | |
Christine M. Carmody | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/01/23 | | | | | | 201,000 | | | | | | 402,000 | | | | | | 804,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,618 | | | | | | 19,236 | | | | | | 3,206 | | | | | | 1,098,953 | | |
James W. Hunt, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive(4) | | | | | 02/01/23 | | | | | | 160,000 | | | | | | 321,000 | | | | | | 642,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/21/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,974 | | | | | | 13,948 | | | | | | 2,325 | | | | | | 796,877 | | |
Werner J. Schweiger | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Incentive | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Incentive(5) | | | | | 02/01/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,259 | | | | | | 36,518 | | | | | | 6,086 | | | | | | 2,086,246 | | |
| | | |
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.
|
| | | | 38,480 | | | | | | 2,374,981 | | | | | | 143,477 | | | | | | 8,855,431 | | |
|
John M. Moreira
|
| | | | 6,778 | | | | | | 418,361 | | | | | | 23,377 | | | | | | 1,442,854 | | |
|
Gregory B. Butler
|
| | | | 7,867 | | | | | | 485,550 | | | | | | 34,839 | | | | | | 2,150,247 | | |
|
Christine M. Carmody
|
| | | | 6,351 | | | | | | 392,007 | | | | | | 28,128 | | | | | | 1,736,067 | | |
|
James W. Hunt, III
|
| | | | 4,056 | | | | | | 250,349 | | | | | | 16,114 | | | | | | 994,540 | | |
|
Werner J. Schweiger
|
| | | | — | | | | | | — | | | | | | 40,530 | | | | | | 2,501,497 | | |
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting(2) |
| ||||||
|
Joseph R. Nolan, Jr.
|
| | | | 19,412 | | | | | $ | 1,543,748 | | |
|
John M. Moreira
|
| | | | 3,324 | | | | | | 265,035 | | |
|
Gregory B. Butler
|
| | | | 12,562 | | | | | | 1,001,734 | | |
|
Christine M. Carmody
|
| | | | 10,144 | | | | | | 808,891 | | |
|
James W. Hunt, III
|
| | | | 3,641 | | | | | | 290,062 | | |
|
Werner J. Schweiger
|
| | | | 17,645 | | | | | | 1,407,030 | | |
|
Name
|
| |
2020 Program
|
| |
2021 Program
|
| |
2022 Program
|
| |||||||||
|
Joseph R. Nolan, Jr.
|
| | | | 11,732 | | | | | | 1,395 | | | | | | 6,284 | | |
|
John M. Moreira
|
| | | | 2,665 | | | | | | 326 | | | | | | 333 | | |
|
Gregory B. Butler
|
| | | | 10,129 | | | | | | 1,204 | | | | | | 1,230 | | |
|
Christine M. Carmody
|
| | | | 8,180 | | | | | | 971 | | | | | | 993 | | |
|
James W. Hunt, III
|
| | | | 2,649 | | | | | | 324 | | | | | | 668 | | |
|
Werner J. Schweiger
|
| | | | 14,227 | | | | | | 1,691 | | | | | | 1,728 | | |
Name
|
| |
Plan Name
|
| |
Number
of Years Credited Service (#) |
| |
Present
Value of Accumulated Benefits |
| |
During Last
Fiscal Year |
| |||||||||
Joseph R. Nolan, Jr.
|
| | Retirement Plan (QP) | | | | | 38.42 | | | | | $ | 1,218,146 | | | | | $ | — | | |
| | | Supplemental Plan (Excess) | | | | | 38.42 | | | | | | 11,446,635 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 20.00 | | | | | | 11,120,961 | | | | | | — | | |
John M. Moreira
|
| | Retirement Plan (QP) | | | | | 23.67 | | | | | | 859,201 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 23.67 | | | | | | 2,235,784 | | | | | | — | | |
Gregory B. Butler
|
| | Retirement Plan (QP) | | | | | 27.00 | | | | | | 1,535,252 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 27.00 | | | | | | 6,534,287 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 27.00 | | | | | | 3,978,502 | | | | | | — | | |
Christine M. Carmody
|
| | Retirement Plan (QP) | | | | | 20.25 | | | | | | 732,014 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 20.25 | | | | | | 2,169,929 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 17.00 | | | | | | 4,830,152 | | | | | | — | | |
James W. Hunt, III
|
| | Retirement Plan (QP) | | | | | 11.25 | | | | | | 354,757 | | | | | | — | | |
| | | Supplemental Plan (Excess) | | | | | 11.25 | | | | | | 672,313 | | | | | | — | | |
Werner J. Schweiger
|
| | Retirement Plan (QP) | | | | | 21.33 | | | | | | — | | | | | | 882,127 | | |
| | | Supplemental Plan (Excess) | | | | | 21.33 | | | | | | 4,490,764 | | | | | | — | | |
| | | Supplemental Plan (SERP) | | | | | 20.00 | | | | | | 7,820,848 | | | | | | — | | |
|
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.
|
| | | $ | — | | | | | $ | — | | | | | $ | -731,453 | | | | | $ | — | | | | | $ | 6,735,275 | | |
|
John M. Moreira
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Gregory B. Butler
|
| | | | — | | | | | | — | | | | | | -4,150 | | | | | | — | | | | | | 25,160 | | |
|
Christine M. Carmody
|
| | | | — | | | | | | — | | | | | | 145,490 | | | | | | — | | | | | | 1,699,951 | | |
|
James W. Hunt, III
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Werner J. Schweiger
|
| | | | — | | | | | | — | | | | | | 740,758 | | | | | | 3,589,001 | | | | | | 22,004,660 | | |
| | |
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.
|
| |
Cash Severance(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 12,066,000 | | |
| Annual Incentives(2) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 1,734,000 | | | ||
| Performance Shares(3) | | | | | 4,679,506 | | | | | | 4,679,506 | | | | | | 4,679,506 | | | | | | 8,855,431 | | | ||
| RSUs(4) | | | | | 905,230 | | | | | | 905,230 | | | | | | 905,230 | | | | | | 2,374,981 | | | ||
| Special Retirement Benefit(5) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 4,678,302 | | | ||
| Health and Welfare Benefits(6) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 112,514 | | | ||
| Perquisites(7) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 36,000 | | | ||
| Excise Tax and Gross-ups(8) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 5,963,667 | | | ||
|
Total
|
| | | $ | 5,584,736 | | | | | $ | 5,584,736 | | | | | $ | 5,584,736 | | | | | $ | 35,820,895 | | | ||
John M. Moreira
|
| |
Cash Severance(1)
|
| | | $ | ― | | | | | $ | 1,350,000 | | | | | $ | ― | | | | | $ | 2,700,000 | | |
| Annual Incentives(2) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 600,000 | | | ||
| Performance Shares(3) | | | | | 666,006 | | | | | | 666,006 | | | | | | 666,006 | | | | | | 1,442,854 | | | ||
| RSUs(4) | | | | | 147,487 | | | | | | 147,487 | | | | | | 147,487 | | | | | | 418,361 | | | ||
| Health and Welfare Benefits(6) | | | | | ― | | | | | | 23,771 | | | | | | ― | | | | | | 47,542 | | | ||
|
Total
|
| | | $ | 813,493 | | | | | $ | 2,187,264 | | | | | $ | 813,493 | | | | | $ | 5,208,756 | | | ||
Gregory B. Butler
|
| |
Cash Severance(1)
|
| | | $ | ― | | | | | $ | 1,209,000 | | | | | $ | ― | | | | | $ | 1,209,000 | | |
| Annual Incentives(2) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 498,000 | | | ||
| Performance Shares(3) | | | | | 2,150,247 | | | | | | 2,150,247 | | | | | | 2,150,247 | | | | | | 2,150,247 | | | ||
| RSUs(4) | | | | | 465,344 | | | | | | 465,344 | | | | | | 465,344 | | | | | | 485,550 | | | ||
| Health and Welfare Benefits(6) | | | | | ― | | | | | | 48,002 | | | | | | ― | | | | | | 72,004 | | | ||
| Perquisites(7) | | | | | 10,000 | | | | | | 11,000 | | | | | | ― | | | | | | 15,000 | | | ||
|
Separation for Non-Compete Agreement(9)
|
| | | | ― | | | | | | 1,209,000 | | | | | | ― | | | | | | 2,418,000 | | | ||
|
Total
|
| | | $ | 2,615,590 | | | | | $ | 5,091,593 | | | | | $ | 2,615,590 | | | | | $ | 6,847,800 | | | ||
Christine M. Carmody
|
| |
Cash Severance(1)
|
| | | $ | ― | | | | | $ | ― | | | | | $ | ― | | | | | $ | 3,869,060 | | |
| Annual Incentives(2) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 402,000 | | | ||
| Performance Shares(3) | | | | | 1,138,832 | | | | | | 1,138,832 | | | | | | 1,138,832 | | | | | | 1,736,067 | | | ||
| RSUs(4) | | | | | 177,473 | | | | | | 177,473 | | | | | | 177,473 | | | | | | 392,007 | | | ||
| Health and Welfare Benefits(6) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 11,782 | | | ||
| Perquisites(7) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 15,000 | | | ||
|
Total
|
| | | $ | 1,316,305 | | | | | $ | 1,316,305 | | | | | $ | 1,316,305 | | | | | $ | 6,425,916 | | | ||
James W. Hunt, III
|
| |
Cash Severance(1)
|
| | | $ | ― | | | | | $ | 856,000 | | | | | $ | ― | | | | | $ | 1,712,000 | | |
| Annual Incentives(2) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 321,000 | | | ||
| Performance Shares(3) | | | | | | | | | | | | | | | | | | | | | | | 994,540 | | | ||
| RSUs(4) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 250,349 | | | ||
| Health and Welfare Benefits(6) | | | | | ― | | | | | | 31,393 | | | | | | ― | | | | | | 62,765 | | | ||
|
Total
|
| | | $ | ― | | | | | $ | 887,393 | | | | | $ | — | | | | | $ | 3,340,655 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | ||||||||||||||||||||||||||||||
| 1 (2023) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | |||||||
| 2 (2022) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 3 (2021) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 4 (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 | | ||||||||||||||||||||||||
| 1 (2023) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| 2 (2022) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| 3 (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 | | ||||||||||||||||||||||||
| 1 (2023) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| 2 (2022) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | - | | | | | | | | ||||
| 3 (2021) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | |||||
| 4 (2020) | | | | | | | | | | - | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | | | Service Cost | | | Prior Service Cost | | | Total Pension Benefit Adjustments | | |||||||||
| a | | | b | | | c | | | d | | |||||||||
| PEO#1 (2023) | | | | | | | | | | | | | | | | | |||
| PEO#1 (2022) | | | | | | | | | | | | | | | | | |||
| PEO#1 (2021) | | | | | | | | | | | | | | | | | |||
| PEO#2 (2021) | | | | | | | | | | | | | | | | | |||
| PEO#2 (2020) | | | | | | | | | | | | | | | | | |||
| Average Non-PEO NEO (2023) | | | | | | | | | | | | | | | | | |||
| 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,
|
| |||||||||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||||||||||||||||||||
|
(Millions of Dollars, Except Per Share Amounts)
|
| |
Amount
|
| |
Per Share
|
| |
Amount
|
| |
Per Share
|
| |
Amount
|
| |
Per Share
|
| ||||||||||||||||||
|
Net (Loss)/Income Attributable to Common Shareholders (GAAP)
|
| | | $ | (442.2) | | | | | $ | (1.26) | | | | | $ | 1,404.9 | | | | | $ | 4.05 | | | | | $ | 1,220.5 | | | | | $ | 3.54 | | |
| Adjustments (after-tax) to reconcile to Adjusted Earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Impairments of Offshore Wind Investments
|
| | | | 1,953.0 | | | | | | 5.58 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Land Abandonment Loss
|
| | | | 4.8 | | | | | | 0.02 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Acquisition, Transition and Strategic Review Costs
|
| | | | 2.1 | | | | | | — | | | | | | 15.0 | | | | | | 0.04 | | | | | | 23.6 | | | | | | 0.07 | | |
|
CL&P Settlement Impacts
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 86.1 | | | | | | 0.25 | | |
| Adjusted Earnings (Non-GAAP) | | | | $ | 1,517.7 | | | | | $ | 4.34 | | | | | $ | 1,419.9 | | | | | $ | 4.09 | | | | | $ | 1,330.2 | | | | | $ | 3.86 | | |
|
| |
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
|
| |
2023
|
| |
2022
|
| ||||||
Audit Fees(1) | | | | $ | 5,310,000 | | | | | $ | 5,323,600 | | |
Audit Related Fees(2) | | | | $ | 1,759,000 | | | | | $ | 1,542,000 | | |
Tax Fees(3) | | | | | — | | | | | | — | | |
All Other Fees(4) | | | | $ | 1,914 | | | | | $ | 163,822 | | |
TOTAL | | | | $ | 7,070,914 | | | | | $ | 7,029,422 | | |
| |
The Board of Trustees makes no recommendation regarding Item 4.
|
| |
|
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
|
| | | |
|
Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm
(Item 3) |
| |
FOR
|
| |
Majority of votes cast
|
| |
No effect
|
| |
Not applicable
|
| | | |
|
Shareholder Proposal Regarding Majority Vote for Certain Actions
(Item 4) |
| |
NONE
|
| |
Majority of votes cast
|
| |
No effect
|
| |
No effect
|
| | |