DEF 14A of Eversource Energy, Mar 22, 2024

DEF 14A of Eversource Energy

Filed Mar 22, 2024 · FY20230001104659-24-037863

Open on EDGAR

  1. Executive Compensation Governance Highlights

    Executive Compensation Governance Highlights What we DO: ✓ Focus on Pay for Performance. ✓ Maintain share ownership and holding guidelines. ✓ Utilize balanced incentive metrics including both absolute and relative measures. ✓ Deliver the majority of incentive compensation opportunity in long-term equity. ✓ Maintain double-trigger change in control vesting provisions. ✓ Maintain a broad financial and personal misconduct clawback policy relating to incentive compensation. ✓ Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity. ✓ Engage an independent compensation consultant. ✓ Hold an annual Say-on-Pay vote. ✓ Impose payout limitations on incentive awards. ✓ Maintain a limited executive and Trustee trading window. What we DON’T do: X Include tax gross-ups in any new or materially amended executive compensation agreements. X Allow hedging, pledging or similar transactions by executives and Trustees. X Provide for liberal share recycling within long term compensation grants. X Pay dividends on equity awards before vesting. Allow for discounts or repricing of options or stock appreciation rights.

  2. Age: 71 Trustee since 1992 Committees: Executive, Finance, and Governance, Environmental and Social Responsibility

    Age: 71 Trustee since 1992 Committees: Executive, Finance, and Governance, Environmental and Social Responsibility

  3. BACKGROUND

    BACKGROUND Ms. Cleveland has served as President of Mather Associates, a firm specializing in leadership and organizational development for business, public and nonprofit organizations since 2012. She is former director of Ledyard National Bank and Main Street America Holdings, Inc., and was the founding Executive Director of the state-wide Leadership New Hampshire program. She has served on the Board of Directors of the Bank of Ireland and as Interim President and Chief Executive Officer of the New Hampshire Women’s Foundation. Ms. Cleveland has also served as Chair, Vice Chair and a member of the Board of Trustees of the University System of New Hampshire, as Co-Chair of the Governor’s Commission on New Hampshire in the 21st Century, and as an incorporator for the New Hampshire Charitable Foundation. Ms. Cleveland received a B.S. degree magna cum laude from the University of New Hampshire, Whittemore School of Business and Economics. For fourteen years she was a certified and practicing Court Appointed Special Advocate/Guardian ad Litem (CASA/GAL) volunteer for abused and neglected children.

  4. QUALIFICATIONS, SKILLS AND EXPERIENCE

    QUALIFICATIONS, SKILLS AND EXPERIENCE Ms. Cleveland founded and serves as President of her own consulting firm. She has experience serving on the boards of directors of numerous companies. She also benefits from her policy-making level experience in education at the university level as the Chair, Vice Chair and member of the Board of Trustees of the University System of New Hampshire. In addition, she has policy-making level experience in financial and capital markets as a result of her service as a director of Ledyard National Bank and Bank of Ireland. Her ties to the State of New Hampshire also provide the Board with valuable perspective. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Cleveland should continue to serve as a Trustee.

  5. Linda Dorcena Forry

    Linda Dorcena Forry

  6. Age: 50 Trustee since 2018 Committees: Finance and Governance, Environmental and Social Responsibility

    Age: 50 Trustee since 2018 Committees: Finance and Governance, Environmental and Social Responsibility

  7. BACKGROUND

    BACKGROUND Ms. Forry is the Principal of LDF Holdings, LLC and co-publisher of Reporter Newspapers, an award winning community journalism company with various online platforms such as the Dorchester Reporter, the Boston Irish Magazine (previously Boston Irish Reporter) and Boston Haitian Reporter. She previously served as Vice President of Diversity, Inclusion and Community Relations at Suffolk Construction from 2018 – 2022. Ms. Forry served in the Massachusetts Senate from 2013 to 2018, where she was appointed Assistant Majority Whip in 2017 and served in the Massachusetts House of Representatives from 2005 to 2013. She also served on the Executive Staff of the Department of Neighborhood Development for the City of Boston. Ms. Forry serves on numerous boards and civic organizations, including the Edward M. Kennedy Institute, John F. Kennedy Library Advisory Board, Boys and Girls Club of Dorchester, Make-A-Wish Foundation Massachusetts and Rhode Island, BIDMC Trustee Advisory Board, Rappaport Institute for Greater Boston at Harvard Kennedy School of Government, and National Haitian American Elected Officials Network (NHAEON). Ms. Forry received her B.A. degree from Boston College Carroll School of Management in 1998 and her M.P.A. from Harvard University’s Kennedy School of Government in 2014. Ms. Forry’s former service as Vice President of Diversity, Inclusion and Community Relations at Suffolk Construction provided her company with tools by which it can increase diversity and inclusion and maintain excellent relations between Suffolk Construction and the Northeast community. Ms. Forry is Co-Founder of the New Commonwealth Racial Equity and Social Justice Fund, a Massachusetts organization dedicated to driving societal change through addressing systemic racism and racial inequality. Ms. Forry also has significant policy-making level experience from her tenure in state and local government in Massachusetts. She also has experience serving on the boards of directors of several non- profit boards. Her experience and expertise provide the Board and the Company with insight into how Eversource can continue its important work in furthering diversity and inclusion in Eversource’s workplace and maintaining a close relationship with our customer communities. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Forry should continue to serve as a Trustee.

  8. Gregory M. Jones

    Gregory M. Jones

  9. Age: 66 Trustee since 2020 Committees: Audit and Governance, Environmental and Social Responsibility

    Age: 66 Trustee since 2020 Committees: Audit and Governance, Environmental and Social Responsibility

  10. BACKGROUND

    BACKGROUND Mr. Jones has served as the Vice President, Community Health and Engagement for Hartford Healthcare since 2017. In April of 2012 he established The Legacy Foundation of Hartford, Inc. and continues to serve as its Chairman. He was the Founder and served as Principal of the Corporate Development Group from 2008 to 2012. In 2011, Mr. Jones joined Tyco Fire & Security as director of North American mergers and acquisitions until 2012. Mr. Jones also serves on several charitable non-profit boards, including the Greater Hartford Community Foundation, Inc. and the Southside Institutions Neighborhood Alliance, and served on the Hartford Hospital Board of Directors from 2012 – 2017. Mr. Jones received his B.S. degree in accounting from Morgan State University, his M.P.M. from Carnegie Mellon University and his M.B.A. from the Wharton School at the University of Pennsylvania.

  11. QUALIFICATIONS, SKILLS AND EXPERIENCE

    QUALIFICATIONS, SKILLS AND EXPERIENCE Mr. Jones has considerable experience in business and management, including experience in financial markets and mergers and acquisitions. In his current position as Vice President, Community Health and Engagement for Hartford Healthcare, Mr. Jones provides his company with the tools to build a bridge between healthcare providers and community members. He also has experience serving on the boards of directors of non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Jones should continue to serve as a Trustee.

  12. Loretta D. Keane

    Loretta D. Keane

  13. Age: 65 Trustee since 2023 Committees: Audit and Finance

    Age: 65 Trustee since 2023 Committees: Audit and Finance

  14. BACKGROUND

    BACKGROUND Ms. Keane has served as Chief Financial Officer of Arcadia Solutions, LLC, a Boston based healthcare data platform service provider, since 2018. She served as Chief Financial Officer of the Forensic Risk Alliance in 2019 and as Chief Financial Officer of Clarity Software Solutions from 2014 – 2016. Ms. Keane received her B.S. degree in business administration in accounting from Suffolk University and her M.S. degree in taxation from Bentley College (now Bentley University). She has been active in Financial Executives International and the CFO Leadership Council and has lectured at Bentley University. Ms. Keane has more than 20 years of Chief Financial Officer leadership experience at high growth software and technology companies. She has worked with executive management teams throughout the Eversource service territory, with focus on strategy and shareholder growth. She is a Certified Public Accountant. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Keane should continue to serve as a Trustee.

  15. John Y. Kim

    John Y. Kim

  16. Age: 63 Trustee since 2018 Committees: Executive, Finance and Compensation

    Age: 63 Trustee since 2018 Committees: Executive, Finance and Compensation

  17. BACKGROUND

    BACKGROUND Mr. Kim has served as the founder and Managing Partner of Brewer Lane Ventures, LLC a technology-focused venture firm since 2019. Mr. Kim served as President of New York Life Insurance Company from 2015 until his retirement in 2018 and also served in a variety of other management positions at New York Life, including as the company’s Chief Investment Officer. Mr. Kim serves on the Board of Directors of Franklin Resources, Inc., a publicly held company and serves on the board of seven privately-held technology startup companies: Avibra, Inc., Ease Capital, EvolutionIQ, Exos Financial, Kingfield Corp., Ladder Financial Inc., and Socotra, Inc. He has served as the vice chair of the Connecticut Business and Industry Association, as a member of the MetroHartford Alliance, Inc., and as chairman of the University of Connecticut Foundation. He has also been active with the Greater Hartford Arts Council, The Hartford Stage Company, and the Connecticut Opera Association. Mr. Kim received his B.A. degree from the University of Michigan in 1983 and his M.B.A. degree from the University of Connecticut in 1987.

  18. QUALIFICATIONS, SKILLS AND EXPERIENCE

    QUALIFICATIONS, SKILLS AND EXPERIENCE Mr. Kim has more than 30 years of experience in the financial services area. His varied and comprehensive accounting, financial, technology, risk and financial reporting experience acquired at several nationally known insurance companies, including New York Life Insurance Company, Prudential Retirement, CIGNA Retirement and Investment Services and Aetna, provides the Board and its Committees with valuable insight and perspective. He also has been closely associated with several important Connecticut business and non-profit groups and is an experienced public company director. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Kim should continue to serve as a Trustee.

  19. David H. Long

    David H. Long

  20. Age: 63 Trustee since 2019 Committees: Compensation and Governance, Environmental and Social Responsibility

    Age: 63 Trustee since 2019 Committees: Compensation and Governance, Environmental and Social Responsibility

  21. BACKGROUND

    BACKGROUND Mr. Long currently serves as the Chairman of Liberty Mutual Holding Company, Inc. He was elected President and a Director of Liberty Mutual Holding Company, Inc. in 2010, became Chief Executive Officer in 2011 and was elected Chairman in 2013. He serves on numerous boards and civic organizations, including Hartwick College, Massachusetts General Hospital, Massachusetts General Hospital’s President’s Council, Ford’s Theatre, Massachusetts Competitive Partnership, Board of Governors for the Boston College, Chief Executives Club of Boston, MIT President’s CEO Advisory Board, Greater Boston Chamber of Commerce, Jobs for Massachusetts, Inc., Tamarack Technologies and as Chairman of Massachusetts General Hospital’s annual fundraiser, Aspire, which provides social services and development opportunities for children and young adults on the Autism spectrum. He also serves as a director and officer of The Common Room, a non-profit organization. Mr. Long received his B.A. degree from Hartwick College in 1983 and his M.S. in finance from Boston College in 1989, and was awarded an honorary Doctorate degree from Hartwick College in 2014, an honorary Doctorate of Commercial Science degree from Bentley University in 2017 and an honorary Doctor of Business and Commerce degree from Merrimack College in 2018. Mr. Long has over 35 years of experience in the financial services area. His comprehensive accounting, financial and financial reporting experience acquired in a regulated industry at Liberty Mutual Holding Company, Inc. provides the Board and its Committees with valuable insight and perspective. Mr. Long also acquired important management and leadership skills that provide additional value and support to the Board. He has served on numerous boards of for-profit and non-profit companies and their committees. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Long should continue to serve as a Trustee. Joseph R. Nolan, Jr.

  22. Age: 60 Chairman since 2022 Trustee since 2021 Committee: Executive

    Age: 60 Chairman since 2022 Trustee since 2021 Committee: Executive

  23. BACKGROUND

    BACKGROUND Mr. Nolan is Chairman of the Board, President and Chief Executive Officer of Eversource Energy and is Chairman and a director of Eversource’s principal subsidiaries, excepting The Connecticut Light and Power Company. Mr. Nolan was elected President and Chief Executive Officer in 2021 and elected Chairman in 2022. Previously, Mr. Nolan served as Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Energy since February 5, 2020. Prior to that, Mr. Nolan served as Executive Vice President-Customer and Corporate Relations of Eversource Energy from August 8, 2016 to February 5, 2020. Mr. Nolan also serves on the Boards of Directors of the Needham Bank; President’s Council, MGH Institute of Health Professionals; New England Council, Chairman’s Council; Boston Children’s Hospital; Intercontinental Real Estate Corporation, Long Island, New York Association; Francis Ouimet Scholarship Fund; and Camp Harbor View Foundation. He received both his B.A. degree in communications and M.B.A. degree from Boston College.

  24. QUALIFICATIONS, SKILLS AND EXPERIENCE

    QUALIFICATIONS, SKILLS AND EXPERIENCE Mr. Nolan is Chairman of the Board, President and Chief Executive Officer. His extensive experience in the energy industry and diverse communications and management skills provide the necessary background to lead the Company. He also serves our customer community through his service on and work with many non-profit boards. Since becoming Chief Executive Officer, he has continued the Company’s financial and operational success and continued to position Eversource as a national clean energy leader. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Nolan should continue to serve as a Trustee.

  25. Daniel J. Nova

    Daniel J. Nova

  26. Age: 62 Trustee since 2023 Committees: Compensation and Finance

    Age: 62 Trustee since 2023 Committees: Compensation and Finance

  27. BACKGROUND

    BACKGROUND Mr. Nova has been a General Partner at Highland Capital Partners LLP, a global venture capital firm with offices in Boston, Silicon Valley and San Francisco since 1996. From October 2020 to December 2022, Mr. Nova served as the Chief Investment Officer and a director of Highland Transcend Partners I Corp., a publicly-traded special purpose acquisition company. Mr. Nova currently serves as a director and a member of the Audit and Compensation Committees of Rent the Runway, Inc., a publicly-traded online subscription service for clothing, and he serves as a director and member of the Compensation Committee of ThredUp Inc., a publicly-traded online resale platform. He also serves on the boards of directors of several privately held companies, including Catalant Technologies, Inc., Kyruus, Inc., and RapidSOS, Inc. He serves on the Board of Directors of the American Repertory Theater, on the Board of Advisors of Global Newborn Solutions and on the President’s Advisory Council at the Whittier Street Health Center. Mr. Nova holds a B.S. degree in Computer Science and Marketing from Boston College and an M.B.A. degree from Harvard Business School. Mr. Nova has more than 25 years of financial and leadership experience derived from his serving as a General Partner and also as Chief Investment Officer and a director. He also provides in-depth experience to the Board from his service as a director of several public companies, including service on board committees, and has also served on area non-profit boards, all of which continue to provide the Board with valuable knowledge and insight. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Nova should continue to serve as a Trustee.

  28. Frederica M. Williams

    Frederica M. Williams

  29. Age: 65 Trustee since 2012 Committees: Audit and Compensation

    Age: 65 Trustee since 2012 Committees: Audit and Compensation

  30. Selection of Trustees

    | 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. |

  31. Social Responsibility

    Employee Engagement is important to us. We know that companies that have engaged employees deliver great customer service to their customers. Learning and development programs and opportunities are aligned to best virtual and/or in-person delivery methods and feedback and data is collected to measure effectiveness. Embedded in our Employee Engagement Survey are questions to gauge our level of employee engagement, and help us determine the most effective actions to foster a workplace where employees are committed to going above and beyond for our customers and will remain with the organization. We conduct frequent Employee Engagement Surveys and supplemental pulse surveys to measure progress on our employee engagement index to identify areas of high performance and areas of opportunity. We regularly pulse our employees for their perspectives through our employee online community, listening sessions with BRGs, pulse surveys, and employee meetings. This feedback helps inform our response to needs that employees have around productivity, customer-centricity and work expectations. Our employees are also engaged shareholders; approximately 13,000 active and retired employees owned 2.7 percent of our outstanding common shares through the Eversource 401K Plan as of December 31, 2023. Additionally, more than 660 employees are currently enrolled in Eversource Energy’s Dividend Reinvestment and Share Purchase Plan and buy common shares automatically through payroll deduction each month. Reliability & Resiliency. Eversource continues to make significant investments in projects and upgrades to modernize our electric system, which enhances reliability for our customers, makes the electric grid more resilient to extreme weather events, and provides greater access to new renewable power sources. This enables the region to accelerate retirements of older, higher emission coal and oil-fueled power plants, and creates a more reliable and efficient electric grid that will help meet aggressive GHG reduction goals. • We are evolving our analytics and automation practices on our distribution systems to reroute and restore service to our customers as quickly as possible. We are investing in technologies to enhance the ability of the electric system to incorporate solar, demand response, energy storage and other distributed energy resources, while continuously improving the safety, security, reliability, resiliency, cost effectiveness of our electric delivery infrastructure and encouraging customer engagement. • Eversource recently filed an ESMP with the DPU that includes foundational investments to increase electrification headroom by 180 percent, providing capacity to enable 2.5 million EVs statewide, 1 million residential air-source heat pumps, and 5.8 GW of distributed energy resource (DER) hosting capacity, as well as comprehensive resiliency plan for vulnerable areas of the system. As part of ESMP, Eversource included a $225 million plan to harden the system proactively to enable it to withstand more weather events and reduce restoration times and frequency of when interruptions happen. The plan introduces targeted hardening to address grid vulnerabilities with reconductoring, undergrounding and vegetation. • Eversource also conducted a tri-state climate vulnerability study that assessed climate hazards relevant to the New England area. Climate hazards were projected out to 2050 and 2080 under multiple scenarios and downscaled to high granularity. Eversource is currently in the process of assessing how these results will impact its planning, operations and standards. • Eversource is implementing an approved program in Massachusetts that includes investment in advanced sensing and monitoring, distribution automation, advanced voltage management, and load flow modeling software. • The Company is also actively participating in regulatory proceedings in Connecticut and New Hampshire to expand the impact of further investments in grid modernization to all Eversource electric distribution customers. Our Communities. Eversource is committed to the health and economic well-being of the residents, businesses and institutions of Connecticut, Massachusetts, and New Hampshire. • In 2023, we provided $6.8 million in grants and other local support to nonprofit organizations and charitable regional activities across our tri-state service area. • In 2023, our employees devoted over 31,000 hours to volunteerism and maintaining strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston Children’s Hospital, the Mass General Cancer Center Eversource 5K Run-Walk, the Eversource Hartford Marathon, the Eversource Walk and 5K Run for Easterseals New Hampshire, Travelers Championship, and Special Olympics in Connecticut and New Hampshire. In Connecticut, Eversource supported a variety of economic and community development projects through the purchase of state tax credits. The Community Relations Team worked closely with the State Historic Preservation Office, the Connecticut Housing Finance Authority, the Department of Revenue Services, and numerous municipalities and nonprofit organizations. This initiative supports our communities through historic preservation, increasing affordable housing, and investing in the energy efficiency efforts of the nonprofit community. For the calendar year 2023, Eversource purchased approximately $27 million in total tax credits.

  32. Trustee Compensation

    Trustee Compensation The Compensation Committee periodically reviews the compensation of our non-employee Trustees and, when it deems appropriate and upon consultation with the Committee’s independent compensation consultant, recommends adjustments to be approved by the Board of Trustees. The Compensation Committee recommends to the Board compensation for the Trustees based on competitive market practices for both the total value of compensation and the allocation of cash and equity. The Committee uses data obtained from similarly sized utility and general industry companies as guidelines for setting Trustee compensation. The level of Trustee compensation recommended by the Committee and approved by the Board enables us to attract Trustees who have a broad range of backgrounds and experiences. Each non-employee Trustee serving on January 1, 2023 received a grant under the Company’s Incentive Plan, effective on the tenth business day of the year, consisting of the number of restricted stock units (RSUs) resulting from dividing $165,000 by the average closing price of our common shares as reported on the NYSE for the 10 trading days immediately preceding such date and rounding the resulting amount to the nearest whole RSU. RSUs generally vest on the next business day following the grant. Non-employee Trustees may elect deferral or distribution of up to 100 percent vesting of their RSU grant, subject to satisfaction of the Trustee share ownership guidelines. The distribution of all common shares entitled to be received upon vesting, but not distributed immediately, is deferred until the tenth business day of January of the year following retirement from Board service. Any individual who is elected to serve as a Trustee after January 1 of any calendar year receives an RSU grant prorated from the date of such election and granted on the first business day of the month following such election.

  33. Trustee Compensation

    | Trustee | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | 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 |

  34. Trustee Compensation

    (1) Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees, Lead Independent Trustee and committee chair and vice chair fees. Also includes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, 2023, Mr. Doyle, Mr. Kim and Mr. Nova each deferred 100 percent of their cash compensation and Mr. Jones deferred 45 percent of his cash compensation. (2) Reflects the grant date market value, based on a closing price of $83.73 per share on January 17, 2023, of 1,943 RSUs granted to all Trustees (except Mr. Nova) on January 17, 2023, and which vested on January 18, 2023. For Mr. Nova, reflects the grant date market value based on a closing price of $71.64 per share on July 5, 2023, of 1,362 RSUs granted to Mr. Nova on July 5, 2023, and which vested on July 6, 2023. The number of RSUs granted to each Trustee was determined in accordance with the provisions set forth on the preceding page. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividend equivalents, at December 31, 2023: Ms. Cleveland: 66,370; Mr. DiStasio: 28,378; Mr. Doyle: 29,021; Ms. Forry: 8,594; Mr. Jones: 7,530; Ms. Keane: 2,023; Mr. Kim: 13,239; Mr. Leibler: 29,021; Mr. Long: 9,585; Mr. Nova: 1,393; Mr. Van Faasen: 19,610; and Ms. Williams: 21,622. Mr. DiStasio retired effective May 3, 2023. This Compensation Discussion and Analysis (CD&A) provides information about our compensation principles, objectives, plans, policies and actions for our Named Executive Officers. The discussion describes the specific components used in our compensation programs and approach to executive compensation, how Eversource Energy measures performance, and how our compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for our Named Executive Officers, as presented in the tables and narratives that follow. While this discussion focuses primarily on 2023 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of our compensation programs and the decisions that were made regarding 2023 performance. The CD&A also contains an assessment of performance measured against established 2023 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:

  35. Summary of 2023 Accomplishments and Overall Compensation

    Summary of 2023 Accomplishments and Overall Compensation In 2023, while we exhibited strong overall Company performance, continued our leadership and performance in sustainability and social responsibility, and achieved or exceeded the operational goals as set by the Committee, the impairment charge taken on our offshore wind investment along with other events had a significant negative impact on the Company and our shareholders, and consequently on our compensation. Specifically, the Committee eliminated all of the potential payout with respect to the EPS-based goal within our annual incentive plan resulting, in a below-target payout for the Chief Executive Officer (and the other NEOs) well below prior years, and our performance shares paid out meaningfully below target for the 2021 – 2023 period. Summary Compensation Table Versus Realizable Pay Comparison for Joseph R. Nolan, Jr. In the two full years that Mr. Nolan has served as Chief Executive Officer, Mr. Nolan’s realizable pay has been substantially less than his total compensation as reported in the Summary Compensation Table of our proxy statements (his reported pay). The reasons for this are twofold. First, the overwhelming majority of Mr. Nolan’s compensation is delivered through performance-based incentive compensation. As shown below and discussed later in this CD&A, Mr. Nolan’s annual and long-term incentives both paid out at below-target levels for the performance periods that ended in 2023, and Mr. Nolan’s in-process performance shares for programs ending in 2024 and 2025 are tracking substantially below target. In addition, Mr. Nolan’s long-term incentives are denominated and settled in Eversource common shares such that declines in the Company’s share price directly impact the realizable pay of our executives, including our Chief Executive Officer. This demonstrates the integrity of our pay-for-performance compensation program and ensures alignment with shareholder interests. Second, a meaningful portion of Mr. Nolan’s reported pay consists of the annual actuarial increase in Mr. Nolan’s pension benefit, which as we note below does not represent actual earnings and which could increase or decrease in the future based on factors beyond our control, including changes in interest rates. Thus, Mr. Nolan’s realizable compensation, or pay actually received or in progress to be received, differs from the pay reported as required by the SEC. As a result, we believe that it is useful to compare Mr. Nolan’s realizable pay for each of the past two years with his reported pay for the same period as illustrated in the chart below. CHIEF EXECUTIVE OFFICER SUMMARY COMPENSATION TABLE PAY VS. REALIZABLE PAY For purposes of the preceding figure, we define: 1) SEC SCT Compensation: (i) base salary earned in each year, (ii) the actual bonus earned for each year, (iii) the grant date amount of long term incentive awards, (iv) the value of actuarial change in pension value, and (v) all other compensation as shown in the Summary Compensation Table for each year. 2) Realizable Total Direct Compensation (TDC): (i) base salary earned in each year, (ii) the actual bonus earned for each year, and (iii) the intrinsic value of long-term incentive awards granted in 2022 and 2023 valued as of December 31, 2023. The following is a summary of our 2023 performance: • EARNINGS PER SHARE: Our 2023 GAAP earnings equaled a loss of $1.26 per share. While our recurring non-GAAP earnings per share equaled $4.34, which was above our target, the impairment charge associated with our offshore wind investments along with other events occurring in 2023 resulted in 2023 GAAP earnings equal to a loss of $1.26 per share. Non-GAAP earnings excludes $5.60 per share of the charges described below and in Exhibit A.(1) (1) 2023 Non-GAAP EPS presented in this proxy statement excludes $5.60 per share relating to (1) a 2023 impairment charge associated with the Company’s equity method investment in its offshore wind business resulting from the anticipated completion of the sale of its offshore wind investment portfolio; and (2) charges in 2023 relating to the disposition of land initially acquired to construct the discontinued Northern Pass Transmission project. Due to the effect of such costs on net income attributable to common shareholders, management believes that the non-GAAP presentation is a more meaningful representation of Eversource Energy’s financial performance and provides additional information to readers in analyzing historical and future performance of the business. Non-GAAP financial measures should not be considered as alternatives to Eversource Energy’s consolidated net income attributable to common shareholders. Please see Exhibit A on page 80. Earnings Per Share • DIVIDENDS PAID: The Board of Trustees increased the annual dividend rate by 5.9 percent for 2023 to $2.70 per share, which exceeded the median dividend growth rate of 5.4 percent for the utilities that constitute the Edison Electric Institute Index (EEI Utility Index). Common Share Dividends • STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: Eversource successfully advanced several strategic initiatives and produced positive regulatory outcomes during 2023. • We completed the strategic review regarding the sale of our offshore wind investments in a very challenging market, having determined that full divesture was in the best long term interest of the Company and our shareholders. We completed the sale of our 50 percent share of the uncontracted lease area to our joint venture partner, Ørsted, for $625 million, and entered into an agreement with Ørsted to sell them our interest in the Sunrise Wind project. We also entered into a finance tax equity agreement relating to the South Fork Wind project for $530 million. The tax equity investment enables us to maximize the economics of this project, including tax incentives earned by South Fork Wind in the 12-18 months following the projects’ commercial operations dates. In addition, on February 13, 2024, the Company entered into an agreement with Global Infrastructure Partners to sell its interest in the South Fork and Revolution Wind projects. Divesture will significantly lower our risk profile and enhance our balance sheet strength. • Eversource achieved many constructive regulatory outcomes in 2023, including our Massachusetts PBR/ Kbar filing approval, which provided for a $105 million base distribution revenue increase and recovery of $16 million in exogenous property taxes; successful storm cost recovery in Massachusetts and New Hampshire, with no disallowances, of $135 million and $45 million, respectively; acceptance in Massachusetts of our comprehensive Grid Modernization regulatory filing and testimony, providing for recovery of our investments; and successful execution of the Massachusetts EV infrastructure program, which led the DPU to approve the next phase of the program, allowing us to move forward with additional investment to expand EV charging capabilities to over 24,000 stations. • Eversource successfully advanced solar power in Massachusetts through the filing of three additional solar and battery projects for review and approval at our area work centers in Brockton, Lawrence and Yarmouth. • We completed the filings and proceedings on our five remaining distributed energy resource (DER) interconnection upgrades in Massachusetts. • Our Aquarion companies continued to grow the water business by completing the acquisition of Pinehills Massachusetts Water System, as well as the purchase of the Town of New Hartford, Connecticut’s municipal water and wastewater treatment systems. •

  36. Executive Compensation Governance

    ✓ Focus on Pay for Performance. ✓ Maintain share ownership and holding guidelines. ✓ Utilize balanced incentive metrics including both absolute and relative measures. ✓ Deliver the majority of incentive compensation opportunity in long-term equity. ✓ Maintain double-trigger change in control vesting provisions. ✓ Hold shareholder engagement meetings throughout the year between management and our shareholders that discuss executive compensation governance, our financial performance, ESG, climate change and sustainability, and overall corporate governance. ✓ Maintain a broad personal misconduct clawback policy in addition to the financial and accounting clawback policy required by SEC regulations relating to incentive compensation. ✓ Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity. ✓ Engage an independent compensation consultant. ✓ Hold an annual Say-on-Pay vote. ✓ Impose payout limitations on incentive awards. ✓ Maintain limited executive and Trustee trading windows.

  37. Executive Compensation Governance

    X Include tax gross-ups in any new or materially amended executive compensation agreements. X Allow hedging, pledging or similar transactions by executives and Trustees. X Provide for liberal share recycling within long-term compensation grants. X Pay dividends on equity awards before vesting. X Allow for discounts or repricing of options or stock appreciation rights. The executive share ownership and holding guidelines noted in this CD&A emphasize the importance of aligning management with shareholders. Under the share ownership guidelines, which require our Chief Executive Officer to hold shares equal to six times base salary, we also require our executives to hold 100 percent of the shares awarded under the Company’s stock compensation program until the share ownership guidelines have been met. Our new Executive Clawback Policy and our Incentive Plan include provisions that require reimbursement to the Company of incentive compensation received under the conditions and circumstances set forth in the Policy and the Plan. Both the Executive Clawback Policy and the Incentive Plan contain provisions requiring clawback if earnings are subsequently required to be restated, as the SEC regulations applicable to the Policy require. The Incentive Plan also requires reimbursement for a willful material violation of our Code of Business Conduct or significant breach of a material covenant in an employment agreement. The new Executive Clawback Policy applies only to executive officers, per the regulation, while the Incentive Plan’s provisions apply to all Plan participants. The Incentive Plan also imposes limits on awards and on Trustee compensation and prohibits repricing of awards and liberal share recycling. • The Company prohibits gross ups in all new or materially amended executive compensation agreements. • The Company has a “no hedging and no pledging” policy that prohibits the purchase of financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of our common shares. • Our employment agreements and Incentive Plan require a “second-trigger” following change in control to accelerate post-employment compensation.

  38. Market Analysis

    Market Analysis The Compensation Committee seeks to provide our executives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of utility companies comparable to the Company. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 2023 compensation: • Competitive Compensation Survey Data. The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent this market data for executive officer talent. Utility industry data serve as the primary reference point for benchmarking officer compensation and are based on a defined peer set, as discussed below, while general industry data are derived from compensation consultant surveys and serve as a secondary reference point. General industry data are used for staff positions and are size adjusted to ensure a close correlation between the market data and the Company’s scope of operations. The Committee references this information, which it obtains from Pay Governance, to evaluate and determine base salaries and incentive opportunities. Peer Group Data. In support of our executive pay decisions, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of the Company’s executive compensation levels as compared to the 20 peer group companies listed in the table below. This peer group, which the Committee reviews annually, was chosen because these companies are similar to Eversource Energy in terms of size, business model and long-term strategies.

  39. Target Percentage of Compensation Elements

    | | 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. | 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% | | NEO average, excluding CEO and retired NEO | 27% | 20% | 40% | 13% | 100% |

  40. Target Percentage of Compensation Elements

    (1) The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based (69% of our Chief Executive Officer’s compensation is performance-based). Restricted Share Units (RSUs) vest in equal annual installments over three years contingent upon continued employment.

  41. Incentive Compensation

    Incentive Compensation Annual incentive and long-term incentive compensation are provided under the Company’s Incentive Plan, which was approved by shareholders in 2018, and for which an amendment to the Plan that increased the number of shares eligible for issuance under the Plan by 4,200,000 shares was approved by shareholders in 2023. The annual incentive program provides cash compensation intended to reward performance under our annual operating plan. The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executives with those of our shareholders, and retain the executives during the term of grants. The annual and long-term programs are designed to strike a balance between the Company’s short- and long-term objectives so that the programs work in tandem. In addition to the specific performance goals, the Committee assesses other factors, as well as the executives’ roles and individual performance, and then makes annual incentive program awards at the levels and amounts disclosed in this proxy statement.

  42. Risk Analysis of Executive Compensation Program

    Risk Analysis of Executive Compensation Program The overall compensation program includes a mix of compensation elements ranging from a fixed base salary to annual and long-term incentive compensation programs intended to motivate executives and other eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk. The fundamental objective of the compensation program is to foster the continued growth and success of our business. The design and implementation of the overall compensation program provide the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on the Company and our shareholders. The Compensation Committee assesses the risks associated with the executive compensation program on an ongoing basis by reviewing the various elements of incentive compensation. The annual incentive program is designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of the Company’s annual business plan. Similarly, the long-term incentive program is designed to ensure that the performance metrics are properly weighted and supportive of the Company’s strategy. The Committee reviewed the overall compensation program in the context of risks identified in the annual operating plan. The annual and long-term incentive programs were designed to include mechanisms to mitigate risk. These mechanisms include realistic goal setting and discretion with respect to actual payments, in addition to: • A mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizon; • A variety of performance metrics, including financial, operational, customer service, ESG, diversity, safety and strategic goals and initiatives for annual performance awards to avoid excessive focus on a single measure of performance; • Metrics in the Company’s long-term incentive compensation program that use earnings per share growth and relative total shareholder return, which are both robust measures of shareholder value and which reduce the risk that employees might be encouraged to pursue other objectives that increase risk or reduce financial performance; • The provisions of our annual and long-term incentive programs, which cap awards at 200 percent of target; • Our expansive clawback provisions on incentive compensation set forth in our new SEC compliant Executive Clawback Policy and in our Incentive Plan, including clawback for material violations of our Code of Business Conduct; and • Stock ownership requirements for all executives, prohibitions on hedging, pledging and other derivative transactions related to our shares. Based on these factors, the Compensation Committee and the Board of Trustees believe the overall compensation program risks are mitigated to reduce overall compensation risk.

  43. 2023 Annual Incentive Program Assessment

    2023 Annual Incentive Program Assessment In early February of 2023, the Committee established the terms of the 2023 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 60 percent to 130 percent of base salary. At the February 2023 meeting, the Committee determined that for 2023 it would continue to base 70 percent of the annual incentive performance goals on the Company’s overall financial performance and 30 percent of the annual performance goals on the Company’s overall operational performance. The Committee also determined the specific goals that would be used to assess performance, with potential ratings on each goal ranging from zero percent to 200 percent of target. The Committee assigned weightings to each of the goals. For the financial component, the following goals were used: earnings per share, weighted at 60 percent, advancement of strategic growth initiatives and regulatory outcomes, weighted at 30 percent, and dividend growth, weighted at 10 percent. For the operational component, the Committee used the following goals: combined safety ratings, gas emergency service response, diversity promotions and hires of leadership employee positions, and sustainability, customer and clean energy initiatives, weighted at 50 percent, service reliability weighted at 25 percent, and restoration of outages duration, weighted at 25 percent. In establishing the individual annual performance goals, the Committee set stretch goals for both the financial and operational components. Many of the goals used performance ranges, as opposed to threshold or target ranges, whereby the lower end of the performance range does not represent average or less compared to industry peers or other similar performance benchmarks, but requires performance that exceeds industry standards, peer performance and other benchmarks in order to be met, while achievement at the higher end of the range represents superior performance.

  44. 2023 Performance Goals

    2023 Performance Goals

  45. 2023 Performance Goals

    | Financial (70%) | Operational (30%) | | | |

  46. Financial Performance Goals Assessment

    Financial Performance Goals Assessment EARNINGS PER SHARE: The 2023 earnings per share goal was $4.33 per share. Our GAAP earnings per share in 2023 equaled a loss of $1.26 per share, while our non-GAAP earnings per share in 2023 amounted to $4.34, which excludes the adjustment to earnings as described in Exhibit A and elsewhere in this proxy statement. The 2023 GAAP earnings were 131% less than 2022 GAAP earnings, while non-GAAP earnings increased 6.1 percent compared to non-GAAP adjusted earnings per share in 2022. The Company was able to achieve the non-GAAP earnings and limit a further decrease in GAAP earnings through effective management of the 2023 Operating Plan on a day-by-day basis, including execution of our $4.6 billion utility capital plan, and by overcoming several challenges to plan achievement, including higher than plan interest costs due to the number and scale of federal interest rate increases; higher O&M expenses caused primarily by the significant number and severity of storm events; higher employee-related costs; and the financial and operational impacts of supply chain challenges. However, as noted, with respect to 2023 GAAP earnings per share, events that occurred throughout the year and in particular those relating to our offshore wind projects, caused the Company to be required to adjust the carrying value of its offshore wind investments. Recognizing the substantial reduction in GAAP earnings and taking into consideration the fact that our shareholders were negatively impacted by the Company’s disappointing stock performance, the Committee determined that it was appropriate that the 2023 earnings per share goal be determined to have no credit applied to it. Please see Exhibit A, which provides additional information regarding GAAP and non-GAAP earnings. The Committee determined this goal to have attained a zero percent performance result. Earnings Per Share • DIVIDEND GROWTH: This goal was to increase our dividend by more than the industry average increase. We increased our annual dividend in 2023 to $2.70 per share, a 5.9 percent increase from the prior year, exceeding the utility industry’s median dividend growth of 5.4 percent for the EEI Utility Index. The Committee determined this goal to have attained a 160 percent performance result. Common Share Dividends • STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: This goal consisted of five separate initiatives: 1) Maximize investment in offshore wind through successful divesture of assets; 2) Obtain constructive regulatory outcomes in various proceedings at the FERC, the Connecticut Management Audit and the Aquarion rate case; 3) Continue to grow the water business; 4) Successfully advance the five remaining DER projects in Massachusetts; and 5) Secure clean energy funding available through federal and state initiatives. • Eversource completed the strategic review regarding the sale of our offshore wind investment in a very challenging market, having determined that full divesture was in the best long term interest of the Company and shareholders. We completed the sale of our 50 percent share of the uncontracted lease area to our partner, Ørsted for $625 million, representing a substantial gain, executed a memorandum of understanding with Ørsted to potentially sell our interest in Sunrise Wind, and entered into a finance tax equity agreement relating to the South Fork Wind project for $530 million. The tax equity investment enables the partnership to maximize the economics of this project, including tax incentives earned by South Fork in the 12-18 months following the projects’ commercial operations dates. In addition, on February 13, 2024, the Company entered into an agreement with Global Infrastructure Partners to sell its interest in the South Fork and Revolution Wind projects. Divesture will significantly lower our risk profile and enhance our balance sheet strength. • Revolution Wind obtained approval for construction of a 701 MW wind farm by the Department of the Interior. • Eversource achieved many constructive regulatory outcomes in 2023, including our Massachusetts PBR/ Kbar filing approval, which provided for a $105 million base distribution revenue increase and recovery of $16 million in exogenous property taxes; successful storm cost recovery in Massachusetts and New Hampshire, with no disallowances, of $135 million and $45 million, respectively; acceptance in Massachusetts of our comprehensive Grid Modernization regulatory filing and testimony, providing for recovery of our investments; and successful execution of the Massachusetts EV infrastructure program, which led the Massachusetts DPU to approve the next phase of the program, allowing us to move forward with additional investment to expand EV charging capabilities to over 24,000 stations. • Eversource successfully advanced solar power in Massachusetts through the filing of three additional solar and battery projects at our Area Work Centers in Brockton, Lawrence and Yarmouth. • We successfully advanced our five remaining DER interconnection upgrades through filings and proceedings in Massachusetts. • Our Aquarion companies continued to grow the water business by completing the acquisition of Pinehills Massachusetts Water System, as well as the purchase of the Town of New Hartford Connecticut’s municipal water and wastewater treatment systems. We organized a team of high-level leaders to implement a communication plan which involved substantial outreach to PURA, legislators, municipal and government officials and other key stakeholders to demonstrate the value Eversource provides in terms of service, system investments and financial contributions. • Eversource effectively supported its investments in the $300 million Connecticut Electric System Improvement program with no disallowances. • PURA’s Aquarion Rate Case decision resulted in a $2 million rate reduction versus current rates. The Company appealed the decision and received a permanent stay of the decision while the appeal works through the courts. We expect a final ruling in early 2024. • Construction of our geothermal pilot project in Framingham, Massachusetts is well underway. The project was one of 11 nationwide that will receive federal funding as part of a $13 million geothermal grant initiative announced in late April by the U.S. Department of Energy. This $715,000 award will help us explore the feasibility of expanding our demonstration pilot. • Eversource developed and submitted several transmission and distribution grant requests to the Federal Department of Energy for clean energy projects in the region worth several million dollars. • The Company announced in February of 2024 that it will explore the possible sale of the Aquarion companies. The Committee determined this goal to have attained a 140 percent performance result.

  47. Operational Performance Goals Assessment

    Operational Performance Goals Assessment • RELIABILITY PERFORMANCE: This goal was to increase 2023 months between service interruptions to between 17.7 to 19.7 months. Electric System Reliability, measured by months between interruptions, was top decile in our industry in 2023 and it was the best ever performance on record; customer power interruptions were on average 22.3 months apart. The Committee determined this goal to have attained a 195 percent performance result. Reliability Performance Months Between Interruptions • RESTORATION PERFORMANCE: This goal was to reduce the 2023 average electric system interruption to between 62 to 74 minutes. The average system outage duration in 2023 was 58.6 minutes, which was in the top decile of the utility industry for the fastest restoration time, and it was the best ever performance on record. The Committee determined this goal to have attained a 195 percent performance result. Restoration Performance Average Time of Restoration – In Minutes • SAFETY: This goal was to reduce days away, restricted or transferred (DART) per 100 workers defined below, to between 0.9 and 1.35 DART. Our safety performance was 0.81 DART, which exceeded the stated goal and continues to improve over previous years. In 2023, the Company used the DART-OSHA method of measurement for both the goal and 2023 results; 2020-2022 results shown in the graph below were converted to the DART-OSHA results method. The strong partnerships that have been developed between Company management and the leadership of our unions continue to assist us in both helping safeguard our employees and in advancing our business initiatives. The Committee determined this goal to have attained a 150 percent performance result. Safety Performance Days Away Restricted Time (DART) GAS EMERGENCY RESPONSE: This goal was to achieve on time response to gas customer emergency calls to between 96 and 98 percent of the time. Our 2023 performance was 98.0 percent, which continues to exceed mandated emergency response regulatory requirements. The Committee determined this goal to have attained a 175 percent performance result. Gas Emergency Response Percentage of On-Time Responses • DIVERSE LEADERSHIP: This goal was to have between 40.5 percent and 45 percent of new employees and internal promotions into leadership level positions be women and/or persons of col. We continued our successful drive to increase workforce diversity and build a diverse talent pipeline. In 2023 48.1 percent of external hires and internal promotions into leadership roles were women and/or people of color, an increase of 3 percent over 2022 and substantially exceeding the goal. The Committee determined this goal to have attained a 175 percent performance result. • SUSTAINABILITY: This goal was to achieve a sustainability ranking, as calculated below, of 83 to 95 percent. In 2023, we achieved our target range compared to the peer group assessed by two leading sustainability rating firms, MSCI and Sustainalytics, with a combined end of-year ranking of 92.1 percent. In addition, our strong environmental, social and governance performance, including the advancement of our clean energy initiatives, resulted in numerous national and local awards and recognitions noted in this proxy statement. These honors are a result of our deep commitment to corporate responsibility, evidenced by the high ratings we receive from leading sustainability raters. We continue to engage with a strong cross-functional team throughout the Company to advance our sustainability strategy and drive performance that addresses the evolving expectations of our shareholders, customers, employees, regulators and the communities we serve. We continued to position our gas business for long-term success in many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and other methane emission reductions. Eversource reduced its Scope 1 and Scope 2 emissions by 25 percent between. The Committee determined this goal to have attained a 150 percent performance result. • ENHANCE THE CUSTOMER EXPERIENCE: This goal consisted of seven separate initiatives: 1) Continued enhancement and efficient execution of the Emergency & Outage Response Plan and Stakeholder Communications Plans; 2) Successful replacement of the Customer Call Center technology and achievement of milestones established for OMNI-MA Phase II; 3) Replace corporate-wide Electric T & D SCADA System by combining CONVEX and CT SCADA systems into one corporate electric T&D SCADA system; 4) Educate/ shape stakeholder expectations regarding the impact of clean energy related issues; 5) Initiate the implementation of the Massachusetts AMI Plan, including Meter Data Management System and communications network coordinated with OMNI; 6) Ensure T & D System and Communication Plans are in place to support potential for electric/gas resource adequacy issues and impacts; and 7) Educate customers regarding impact of energy supply on customer bills. Significant success has been achieved in our projects geared towards enhancing and executing the Emergency & Outage Response Plan and Stakeholder Communications Plans. • We updated the Emergency Communications Plan to incorporate natural gas information and designed and are in the process of implementing a new Emergency Response Organization, led by a new vice president, covering our electric, gas and water operations. Implementation of Eversource’s new Call Center Technology has been aligned with our Omni Phase II project, and both projects are on plan. • T&D’s new SCADA system was completed with a successful go-live in Connecticut in June. • Implementation of our Massachusetts AMI Plan, including Meter Data Management System is on track, and we have redesigned the Connecticut customer bill, which has resulted in improved “ease of understanding” survey results. We also provided leadership to the Connecticut utility group to enhance coordination between gas and electric sectors. We implemented an updated monitoring protocol for those storm related electric outages that could negatively impact the operation of our natural gas system, designed and launched customer education programs regarding the impact of supply costs on their bills, and hosted and promoted webinars on energy costs and programs for small business customers. • CLEAN ENERGY EXECUTION: This goal consisted of four separate initiatives: 1) Successfully advance and execute clean energy initiatives, including development of science-based targets, specific transmission interconnection infrastructure goals and achieving state specific goals including grid modernization; 2) Evolve natural gas business to address decarbonization policy objectives, such as advancing the geothermal pilot and hydrogen opportunities; 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. • Eversource has maintained its commitment to providing oversight on the progression of onshore construction for our wind projects. Onshore construction for South Fork Wind was completed as planned in the second quarter of 2023. On March 15, 2024, South Fork Wind became the first fully-operational commercial-scale offshore wind farm in the U.S., with all 12 turbines delivering power to Long Island. On October 31, our joint venture announced that it had taken its Final Investment Decision (FID) on Revolution Wind; this important milestone will enable the project to proceed to full onshore and offshore construction and installation, with an expected project in service in late 2025. This has significantly lowered our risk exposure with the Company’s sale process. Sunrise Wind has completed onshore construction readiness assessment in support of our onshore converter station construction start. •

  48. Operational Performance Goals Assessment

    In issuing its Order in the Future of Natural Gas proceeding in December 2023, the Massachusetts DPU noted that Eversource’s decarbonization efforts are aligned with the Order. • We elevated our industry leadership while shaping our decarbonization policy objectives through geo-thermal, hydrogen projects and RNG. Eversource has been identified as a key energy advisor with multiple decarbonization options for critical customers. • Eversource’s geothermal pilot project in Framingham, Massachusetts noted above began construction in June and is expected to be in service by year-end. We are one of 11 companies nationwide that will receive federal funding through a grant by the U.S. Department of Energy to explore the feasibility of expanding this pilot. • We continued to advance renewable natural gas opportunities, including the Oakridge Dairy Farm project in Ellington, Connecticut. • Our Science Based Target application was filed with SBTi by the end of 2023, well ahead of the two-year requirement following our commitment made in 2022. • The Company’s 2022 GHG inventory was completed and showed a 15 percent reduction from 2021 and 25 percent reduction from the 2018 baseline year. • We filed the Company’s first Electric Sector Modernization Plan in September of 2023, aimed at proactively upgrading our Massachusetts electric distribution system consistent with long range clean energy and climate mandates of the state. • Transmission interconnection infrastructure and state specific distribution goals have progressed in 2023. We are working to shape policy initiatives for the future of transmission with the ISO Board, our service territory state governments and FERC staff. Eversource submitted an application to U.S. DOE seeking funding for AMI smart grid concept in Connecticut, including letters of support from DEEP and federal House and Senate staff. PURA issued a draft decision which provides a framework for regulatory review and approval of AMI in CT, including two avenues by which electric delivery companies can seek cost recovery. • The Company completed a readiness assessment and gap analysis on new SEC climate related reporting requirements.

  49. 2023 Annual Incentive Program Performance Assessment

    2023 Annual Incentive Program Performance Assessment

  50. Financial Performance Goals

    Financial Performance Goals

  51. Financial Performance Goals

    | Category | 2023 Goal | Company Performance | Assessment | | Earnings Per Share | $4.33 earnings per share | 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. | 0% | | Dividend Growth | Increase dividend beyond industry average | 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. | 160% | | Strategic Initiatives and Regulatory Outcomes | Advancement of key strategic projects and regulatory outcomes | 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. | 140% | | Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30% | | | |

  52. Operational Performance Goals

    Operational Performance Goals

  53. Operational Performance Goals

    | Category | 2023 Goal | Company Performance | Assessment | | Reliability – Average Months Between Interruptions (MBI) | MBI of within 17.7 to 19.7 months | 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. | 195% | | Average Restoration Duration (SAIDI) | SAIDI of 62 to 74 minutes | 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. | 195% | | Safety Rate (Days Away Restricted Time (DART)) | 0.9 – 1.35 DART | 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. | 150% | | Gas Service Response | 96% – 98% on time responses | 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. | 175% |

  54. Operational Performance Goals

    | Category | 2023 Goal | Company Performance | Assessment | | Diverse Leadership | 40.5% – 45.5% diverse hires or promotions of leadership level | 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. | 175% | | Sustainability Ranking | 83rd – 95th percentile vs. US peer companies | 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. | 150% | | Enhance the Customer Experience | Success in advancing important customer initiatives | 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. | 150% | | Clean Energy Execution | Execute important clean energy initiatives | 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. | 150% | | Weightings = Reliability – 25%; Restoration – 25%; Safety, Gas Response, Diversity, Sustainability and Key Initiatives – 50% | | | |

  55. Performance Goals Assessment

    Performance Goals Assessment

  56. Performance Goals Assessment

    | Financial Performance at 58% (weighted 70%) | 41% | | Operational Performance at 177% (weighted 30%) | 53% | | Overall Performance | 94% |

  57. Individual Performance Factors Considered by the Committee

    Individual Performance Factors Considered by the Committee It is the Committee’s philosophy to provide incentives for Company executives to work together as a highly effective, integrated team to achieve or exceed the financial, operational, safety, customer, sustainability, strategic and diversity goals and objectives. The Committee also reviews and assesses individual executive performance. The Committee based the annual incentive payments on team performance and the Committee’s assessment of each executive’s individual performance in supporting the performance goals, additional achievements, and overall Company results. With respect to the Chief Executive Officer, the Committee and the independent Trustees assessed his performance. Based on the recommendations of the Chief Executive Officer as to executives other than himself, the Committee approved annual incentive program payments for the active Named Executive Officers noted in the Summary Compensation Table at 94 percent of target. These payments reflected the individual and team contributions of those Named Executive Officers in achieving the goals and the additional accomplishments and the overall performance of the Company. In making the awards, the Compensation Committee was mindful of our 2023 stock price performance; 2023 annual incentive payouts were 40 percent less than 2022. In determining Mr. Nolan’s annual incentive payment of $1,630,000, which was 94 percent of target, compared to 166 percent of target in 2022, and which reflects his and the Company’s good 2023 performance, the Committee and the Board considered the totality of the Company’s success in accomplishing the goals set by the Committee and Mr. Nolan’s performance in leading the Company towards a successful year overall, in managing the difficult exit from our offshore wind business, in the Company’s continuing efforts in all areas of sustainability and social responsibility, and in overcoming several challenges resulting from substantial storm and employee-related expenses, and the continuing impacts of interest rate hikes, high inflation and supply chain issues. As the graph set forth below for our Chief Executive Officer shows, the Committee eliminated all of the potential payout with respect to the EPS-based goal within our annual incentive plan, resulting in a below-target payout. CEO Annual Incentive 2022 v 2023

  58. 2023 & 2022 Annual Incentive Program Awards

    2023 & 2022 Annual Incentive Program Awards

  59. 2023 & 2022 Annual Incentive Program Awards

    | Named Executive Officer | 2023 Award | 2022 Award | Year-over-Year Change | 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 | — | — |

  60. 2023 & 2022 Annual Incentive Program Awards

    (1) Mr. Hunt was not a Named Executive Officer in 2022. (2) Mr. Schweiger retired during 2023 and was not eligible for an Annual Incentive Plan award for 2023.

  61. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term incentive program is intended primarily to focus on the Company’s longer-term strategic goals and to also help retain our executives. A new three-year program commences every year. Performance Shares are designed to reward long-term achievements as measured against pre-established performance measures. RSUs are designed to provide executives with an incentive to increase the value of the Company’s common shares in alignment with shareholder interests, while also serving as a retention component for executive talent. We believe these compensation elements create a focus on continued Company and share price growth to further align the interests of our executives with the interests of our shareholders. Long-Term Incentive Program

  62. Performance Share Grants

    Performance Share Grants

  63. Performance Shares under the 2023 – 2025, 2022 – 2024 and 2021 – 2023 Programs

    Performance Shares under the 2023 – 2025, 2022 – 2024 and 2021 – 2023 Programs For the 2023 – 2025 Program, the Committee determined it would continue to measure performance using the following objective, formulaic method: (i) average diluted earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in previous years, the Committee selected EPSG and TSR as performance measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. The Committee considers it a best practice to use a combination of relative and absolute metrics, with absolute EPS growth serving as a key input to shareholder value and relative TSR serving as the output. The number of Performance Shares awarded at the end of the three-year period ranges from zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrices below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the 2023-2025 Program for our Named Executive Officers ranged from 105 percent to 424 percent of base salary. Vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance as set forth in the chart that follows. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company’s share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent members of the Board determined the Performance Share grants for the Chief Executive Officer. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers. For all three programs, the Committee used the same performance measures of EPSG and TSR. The performance chart set forth below describes how the Performance Share payout was determined under the 2021 – 2023 Program and how the Performance Share payout will be determined under the 2022 – 2024 Program and the 2023 – 2025 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.

  64. 2021 – 2023, 2022 – 2024 and 2023 – 2025 Long-Term Incentive Program Performance Share Potential Payout

    2021 – 2023, 2022 – 2024 and 2023 – 2025 Long-Term Incentive Program Performance Share Potential Payout

  65. 2021 – 2023, 2022 – 2024 and 2023 – 2025 Long-Term Incentive Program Performance Share Potential Payout

    | Three-Year Average EPS Growth | | 10.0% | | 9.0% | | 8.0% | | 7.0% | | 6.0% | | 5.0% | | 4.0% | | 3.0% | | 2.0% | | 1.0% | | 0.0% | | Below 0% |

  66. 2021 – 2023, 2022 – 2024 and 2023 – 2025 Long-Term Incentive Program Performance Share Potential Payout

    | 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% |

  67. 2023 – 2025 Long-Term Incentive Program Performance Share Grants at Target

    2023 – 2025 Long-Term Incentive Program Performance Share Grants at Target

  68. 2023 – 2025 Long-Term Incentive Program Performance Share Grants at Target

    | 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 |

  69. Results of the 2021 – 2023 Performance Share Program

    Results of the 2021 – 2023 Performance Share Program The 2021 – 2023 Program was completed on December 31, 2023. Due to our disappointing stock price performance over the period, our 2021-2023 performance share payouts were meaningfully below target at 70 percent, or 35 percent below prior year levels. Specifically, the actual performance level achieved under the Program was a three-year average adjusted EPS growth of 6.0 percent and a three-year total shareholder return at the 8th percentile, which, when interpolated in accordance with the criteria established by the Committee, resulted in vesting performance share units at 70 percent of target. 2021, 2022 and 2023 non-GAAP earnings per share, as described in Exhibit A, were the basis for performance level assessment determined by the Committee at its January 31, 2024 meeting. At that meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance criteria. The number of Performance Shares awarded to the Named Executive Officers were approved as set forth in the table below. While this was a disappointing result, the payouts demonstrate the pay/ performance alignment of our long-term incentive program.

  70. Results of the 2021 – 2023 Performance Share Program

    | 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 |

  71. Restricted Share Units (RSUs)

    Restricted Share Units (RSUs)

  72. General

    General Each RSU granted under the long-term incentive program entitles the holder to receive one common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on our common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend equivalents, are not issued for any RSUs that do not vest. The Committee determined RSU grants for each executive officer participating in the long-term incentive program. RSU grants are based on a percentage of annualized base salary at the time of the grant. In 2023, the percentage used for each Named Executive Officer was based on their position in the Company and ranged from 35 percent to 141 percent of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each executive officer under exceptional circumstances. The Committee and all other independent members of the Board determined the RSU grants for the Chief Executive Officer. Based on input from our Chief Executive Officer, the Committee determined the RSU grants for each of the other executive officers, including the other Named Executive Officers. All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from a percent of salary into common share equivalents by dividing the value of each grant by the average closing price for our common shares over the ten trading days prior to the date of the grant. RSU grants at 100 percent of target were approved as set forth in the table below.

  73. General

    | | 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 |

  74. Contractual Agreements

    Contractual Agreements We currently maintain contractual agreements and programs with certain executives that provide for potential compensation in the event of certain terminations, including termination following a Change in Control. These agreements and programs were made to attract and retain high quality executives and to ensure executive focus on Company business during the period leading up to a potential Change in Control. The agreements are “double-trigger” agreements that provide executives with compensation in the event of a Change in Control followed by termination of employment due to one or more of the events set forth in the agreements, while still providing an incentive to remain employed with the Company for the transition period that follows. Under the agreements and programs, certain compensation is generally payable if, during the applicable change in control period, the executive is involuntarily terminated (other than for cause) or terminates employment for “good reason.” These agreements and programs are described more fully in the Tables following this CD&A under “Payments Upon Termination.”

  75. Equity Grant Practices

    Equity Grant Practices Equity awards noted in the compensation tables are made annually at the late January or early February meetings of the Compensation Committee (subject to further approval by all of the independent members of the Board of Trustees of the Chief Executive Officer’s award) when the Committee also determines base salary, annual incentive opportunities, long-term incentive compensation grants, and annual and long-term performance plan awards. The date of this meeting is chosen at least a year in advance, and therefore awards are not coordinated with the release of material non-public information.

  76. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid or earned by our principal executive officer (Mr. Nolan), our principal financial officer (Mr. Moreira), the three other most highly compensated executive officers in 2023, and Mr. Schweiger, who served as Executive Vice President and Chief Operating Officer for a portion of 2023, determined in accordance with the applicable SEC disclosure rules (collectively, the Named Executive Officers). As explained in the tables and footnotes below, the amounts reflect the economic benefit to each Named Executive Officer of the compensation item paid or accrued on their behalf for the fiscal year ended December 31, 2023 in accordance with such rules. All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to the Company and its subsidiaries, in all capacities.

  77. SUMMARY COMPENSATION TABLE

    | 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 |

  78. SUMMARY COMPENSATION TABLE

    (1) Mr. Moreira was not a Named Executive Officer in 2021. (2) Ms. Carmody retired from this position effective January 8, 2024 and will serve as an advisor to the Company until later this year. (3) Mr. Hunt was not a Named Executive Officer in 2022 or 2021. (4) Mr. Schweiger retired effective July 1, 2023. (5) RSUs were granted to each Named Executive Officer in 2023 as long-term compensation, which vest in equal annual installments over three years. Each of the Named Executive Officers was also granted performance shares as long-term incentive compensation. These performance shares will vest based on the extent to which the performance conditions described in the CD&A are achieved as of December 31, 2025. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Nolan: $9,034,587; Mr. Moreira: $2,157,682; Mr. Butler: $1,543,323; Ms. Carmody: $1,238,221; Mr. Hunt: $897,833; and Mr. Schweiger: $2,350,664. Holders of RSUs and performance shares are eligible to receive dividend equivalent units on outstanding awards to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with those common shares that are issued upon vesting of the underlying RSUs and performance shares. No dividends are paid unless and until the underlying shares vest. (6) Consists of payments to the Named Executive Officers under the 2023 Annual Incentive Program. Mr. Schweiger retired during 2023 and was not eligible to receive an Annual Incentive Plan award for 2023. Includes the actuarial increase in the present value from December 31, 2022 to December 31, 2023 of the Named Executive Officers’ accumulated benefits under all of our defined benefit pension programs and agreements, determined using interest rate and mortality rate assumptions consistent with those appearing in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Named Executive Officer may not be fully vested in such amounts. More information on this topic is set forth in the Pension Benefits table. There were no above-market earnings in deferred compensation value during 2023, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource Energy common shares. Please see pages 69 and 70. (8) Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: $13,200 for each of Messrs. Nolan, Hunt, Moreira, Schweiger and Ms. Carmody, and $9,900 for Mr. Butler. For Mr. Nolan, the value shown includes financial planning services valued at $12,000; $10,440, representing the value in 2023 of a Company-owned vehicle provided to Mr. Nolan; and $44,068 for home security systems provided in accordance with the Company’s security protocols. For Mr. Moreira, the value shown includes financial planning services valued at $5,000 and $9,236, representing the value in 2023 of a Company-owned vehicle provided to Mr. Moreira. For Mr. Hunt, the value shown includes financial planning services valued at $5,000 and $7,050, representing the value in 2023 of a Company-owned vehicle provided to Mr. Hunt. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000. The amounts in the Adjusted SEC Total column reflect an adjustment to the total compensation reported in the column marked SEC Total. The Adjusted SEC Total subtracts the actuarial change in pension value disclosed in the column titled “Change in Pension Value and Non-Qualified Deferred Earnings” as further described in footnote 7 above in order to reflect compensation earned during the year by the executive without consideration of pension benefit impacts. The amounts in this column differ from, and are not a substitute for, the amounts noted in the SEC Total. Also see Realizable Pay chart and narrative on pages 37 and 38.

  79. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The Grants of Plan-Based Awards Table below provides information on the range of potential payouts under all incentive plan awards during the fiscal year ended December 31, 2023. The table also discloses the underlying equity awards and the grant date for equity-based awards. We have not granted any stock options since 2002.

  80. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | | | 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 |

  81. GRANTS OF PLAN-BASED AWARDS DURING 2023

    (1) Reflects the number of performance shares granted to each of the Named Executive Officers on February 1, 2023 under the 2023 – 2025 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2025. At the end of the Performance Period, common shares will be awarded based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. Holders of performance shares are eligible to receive dividend equivalent units on outstanding performance shares awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the number of common shares underlying the performance shares that are actually awarded. No dividends are paid unless and until the underlying shares vest. (2) Reflects the number of RSUs granted to each of the Named Executive Officers on February 1, 2023 under the 2023 – 2025 Long-Term Incentive Program. RSUs vest in equal installments on February 1, 2024, 2025 and 2026. We will distribute common shares with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable payroll withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with those common shares actually distributed in respect of the underlying RSUs. No dividends are paid unless and until the underlying shares vest. (3) Reflects the grant date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the Named Executive Officers on February 1, 2023 under the 2023 – 2025 Long-Term Incentive Program. (4) The threshold payment under the Annual Incentive Program is 50 percent of target. The actual payments in 2024 for performance in 2023 are set forth in the Non-Equity Incentive Plan column of the Summary Compensation Table and in the CD&A. Reflects the range of potential payouts, if any, pursuant to performance share awards under the 2023 – 2025 Long-Term Incentive Program, as described in the CD&A.

  82. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table reports amounts realized on equity compensation that vested during the fiscal year ended December 31, 2023. The Stock Awards columns report the vesting of RSU and performance share grants to the Named Executive Officers in 2023. There were no options exercised as the Company has not granted options since 2002.

  83. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | 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 |

  84. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1) Includes RSUs and performance shares granted to our Named Executive Officers under our long-term incentive programs, including dividend reinvestment, as follows:

  85. OPTION EXERCISES AND STOCK VESTED IN 2023

    | 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 |

  86. OPTION EXERCISES AND STOCK VESTED IN 2023

    In all cases, we reduce the distribution of common shares by that number of shares valued in an amount sufficient to satisfy payroll tax withholding obligations. (2) Values realized on vesting of RSUs granted under the 2020 – 2022, 2021 – 2023 and 2022 – 2024 Programs were based on $78.89 per share, the closing price of Eversource Energy common shares on February 14, 2023. Values realized on vesting of performance shares granted under the 2020 – 2022 Program were based on $80.27 per share, the closing price of Eversource Energy common shares on February 17, 2023.

  87. PENSION BENEFITS IN 2023

    PENSION BENEFITS IN 2023 The Pension Benefits Table shows the estimated present value of accumulated retirement benefits payable to each Named Executive Officer upon retirement based on the assumptions described below. The table distinguishes between benefits available under the qualified pension plan program (QP), the supplemental pension program (SERP), and the supplemental pension (Excess). See the narrative above in the CD&A under the captions “Other Benefits — Retirement Benefits” and “Contractual Agreements” for additional information on benefits under these plans and our agreements. The values shown in the Pension Benefits Table for Messrs. Nolan, Moreira, Hunt and Schweiger and Ms. Carmody were calculated as of December 31, 2023 based on benefit payments in the form of a lump sum. For Mr. Butler, we assumed a payment of benefits in the form of a contingent annuitant option. Such earned pension program benefit value could otherwise have changed because of the reduction in mortality factors and potentially rising interest rates. The values shown in this Table for the Named Executive Officers were based on benefit payments on the actual ages or the earliest possible ages for retirement with unreduced benefits for the Named Executive Officers: Mr. Nolan: age 62, Mr. Moreira: age 62, Mr. Butler: age 62, Ms. Carmody: age 62, Mr. Hunt: age 55, and Mr. Schweiger: age 55. In addition, we determined benefits under the qualified pension program using tax code limits in effect on December 31, 2023. For Messrs. Nolan, Moreira, Hunt and Schweiger and Ms. Carmody, the values shown reflect actual 2023 salary and annual incentives earned in 2023 but paid in 2024 (per applicable supplemental program rules). For Mr. Butler, the values shown reflect actual 2023 salary and annual incentives earned in 2023 but paid in 2024 (per applicable supplemental program rules). We determined the present value of benefits at retirement age using the discount rate within a range of 4.96 percent to 5.0 percent under ASC 715-30 pension accounting for the 2023 fiscal year end measurement as of December 31, 2023. This present value assumes no pre-retirement mortality, turnover or disability. However, for the postretirement period beginning at retirement age, we used the 2023 IRS lump sum mortality table for Messrs. Nolan, Moreira, Hunt and Schweiger, and Ms. Carmody. We used the Pri2012 Employee Table Projected Generationally with Scale MP2021 for Mr. Butler. This mortality table and projection scale were used by the Eversource Pension Plan for year-end 2023 financial disclosure. Additional assumptions appear in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  88. Pension Benefits

    Pension Benefits

  89. Pension Benefits

    | 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 | — |

  90. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    NONQUALIFIED DEFERRED COMPENSATION IN 2023 The following table reports amounts contributed in 2023, together with aggregate earnings on contributions and withdrawals or distributions on contributions in 2023, under the Company’s deferred compensation program, along with aggregate balances on contributions. See the narrative above in the CD&A under the caption “Other Benefits — Deferred Compensation” for more detail on our non-qualified deferred compensation program.

  91. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | 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 |

  92. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    (1) Includes the total market value of deferred compensation program balances at December 31, 2023, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on $61.72, the closing price of our common shares on December 29, 2023, the last trading day of the year. The aggregate balances reflect a significant level of earnings on previously earned and deferred compensation.

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion and tables below show compensation payable to each Named Executive Officer who was employed on December 31, 2023 in the event of: (i) voluntary termination; (ii) involuntary not-for-cause termination; (iii) termination in the event of death or disability; and (iv) termination following a change in control. No amounts are payable in the event of a termination for cause. The amounts shown assume that each termination was effective as of December 29, 2023, the last business day of the fiscal year. Generally, a “change in control” means a change in ownership or control effected through (i) the acquisition of 30 percent or more of the combined voting power of common shares or other voting securities; (ii) the acquisition of more than 50 percent of our common shares; (iii) a change in the majority of the Board of Trustees, unless approved by a majority of the incumbent Trustees; (iv) certain reorganizations, mergers or consolidations where substantially all of the persons who were the beneficial owners of the outstanding common shares immediately prior to such business combination do not beneficially own more than 50 percent of the voting power of the resulting business entity (excluding in certain cases defined transactions); and (v) complete liquidation or dissolution of the Company, or a sale or disposition of all or substantially all of the assets of the Company. In the event of a change in control, the Named Executive Officers are generally entitled to receive compensation and benefits following either involuntary termination of employment without “cause” or voluntary termination of employment for “good reason” within the applicable period (generally two years following a change in control). The Compensation Committee believes that termination for good reason is conceptually the same as termination “without cause” and, in the absence of this provision, potential acquirers would have an incentive to constructively terminate executives to avoid paying severance. Termination for “cause” generally means termination due to a felony or certain other convictions; fraud, embezzlement, or theft in the course of employment; intentional, wrongful damage to Company property; gross misconduct or gross negligence in the course of employment or gross neglect of duties harmful to the Company; or a material breach of obligations under the agreement. “Good reason” for termination generally exists after assignment of duties inconsistent with executive’s position, a material reduction in compensation or benefits, a transfer of more than 50 miles from the executive’s pre-change in control principal business location (or for Mr. Nolan and Ms. Carmody, an involuntary transfer outside the greater Boston metropolitan area), or requiring business travel to a substantially greater extent than required prior to the change in control. The summaries above do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and plans, copies of which have been filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023.

  94. Payments Upon Termination

    Payments Upon Termination Regardless of the manner in which the employment of a Named Executive Officer terminates, the executive is entitled to receive certain amounts earned during the executive’s term of employment. Such amounts include: • Vested RSUs and certain other vested awards; • Amounts contributed and any vested matching contributions under the deferred compensation program; • Pay for unused vacation; and • Amounts accrued and vested under the pension/ supplemental and 401k programs (except in the event of a termination for cause under the supplemental program). The following table describes additional compensation payable to the Named Executive Officers in the event of voluntary termination, involuntary termination not for cause, termination in the event of death or disability and termination following a change in control. No benefits are provided in the event of termination for cause. See the section above captioned “Pension Benefits in 2023” for information about the pension program, supplemental program and other benefits, and the section captioned “Nonqualified Deferred Compensation in 2023.”

  95. POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

    POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

  96. POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

    | | 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 |

  97. POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

    (1) For Involuntary Termination, Not for Cause: For Mr. Moreira and Mr. Hunt, represents a severance payment (one-times the sum of base salary plus annual incentive award at target). Represents for Mr. Butler a severance payment (two-times the sum of base salary plus annual incentive award at target) in addition to any non-compete agreement payment described above. For Termination Following a Change in Control: Represents severance payments in addition to any non-compete agreement payments described in the prior note. For Mr. Nolan and Ms. Carmody, this payment equals three-times the sum of base salary plus relevant annual incentive award, for Mr. Butler this payment equals three-times the sum of base salary plus annual incentive award at target. Pursuant to Ms. Carmody’s agreement, the lump sum severance payment as provided under the agreement is limited to 2.99 times the sum of her most recent annual base salary and annual bonus during the period prior to the date of termination. For Mr. Moreira and Mr. Hunt, this payment equals two-times the sum of base salary plus annual incentive award at target. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards. For Termination Following a Change in Control: Represents target 2023 annual incentive awards as described in the Grants of Plan Based Awards Table. For Voluntary Termination and Involuntary Termination Not for Cause and Termination Upon Death or Disability for Mr. Butler: Represents 100 percent of performance share awards under the 2021 – 2023, 2022 – 2024 and 2023 – 2025 Long Term Incentive Program. For Voluntary Termination and Involuntary Termination Not For Cause, and Termination Upon Death or Disability for Messrs. Nolan, Hunt and Moreira and Ms. Carmody: Represents 100 percent of the performance share awards under the 2021 – 2023 Long-Term Incentive Program, 67 percent of the performance share awards under the 2022 – 2024 Long-Term Incentive Program, and 33 percent of the performance share awards under the 2023 – 2025 Long-Term Incentive Program. The values were calculated by multiplying the number of RSUs by $61.72, the closing price of our common shares on December 29, 2023, the last trading day of the year. For Termination Following a Change in Control: Represents 100 percent of the performance share awards under each of the three Programs noted in the previous two sentences. (4) For Voluntary Termination and Involuntary Termination Not For Cause, and Termination Upon Death or Disability: Represents values of RSUs granted under our long-term incentive programs that, at year-end 2023, were unvested under applicable vesting schedules. Under these programs, RSUs vest pro rata based on credited service years and age at termination, and time worked during the vesting period. For all, the values were calculated by multiplying the number of RSUs by $61.72, the closing price of our common shares on December 29, 2023, the last trading day of the year. For Termination Following a Change in Control: Represents values of all RSUs granted under our long-term incentive programs that, at year-end 2023, were unvested under applicable vesting schedules, all of which vest in full. (5) For Termination Following a Change in Control: Represents actuarial present values at year-end 2023 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program). For Mr. Nolan, pension benefits were calculated by adding three years of service. A lump sum of this benefit value is payable to Mr. Nolan. Pension amounts shown in the table are present values at year-end 2023 of benefits payable upon termination as described with respect to the Pension Benefits Table above. (6) The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the value of two years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes thereon. The amounts shown in the table for Mr. Moreira and Mr. Hunt represent the value of one year continued health and welfare plan participation. For Termination Following a Change in Control: Represents estimated Company cost at year-end 2023 (estimated by our consultants) of providing post-employment health and welfare benefits beyond those available to non-executives upon involuntary termination. The amounts shown in the table for Mr. Nolan and Ms. Carmody represent the value of three years (two years for Mr. Moreira and Mr. Hunt) continued health and welfare plan participation. The amounts shown in the table for Mr. Butler represent the value of three years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes on the value of these benefits, less the value of one year of retiree health coverage at retiree rates. (7) The amount for Involuntary Termination, Not for Cause: Represents Company cost of reimbursing Mr. Butler for two years of financial planning and tax preparation fees. For Termination Following a Change in Control: Represents Company cost of reimbursing Mr. Nolan and Ms. Carmody for three years of financial planning and tax preparation fees. (8) For Termination Following a Change in Control: Represents payments made to offset costs associated with certain excise taxes under Section 280G of the Internal Revenue Code. Executives may be subject to certain excise taxes under Section 280G if they receive payments and benefits related to a Termination Following a Change in Control that exceed specified Internal Revenue Service limits. Contractual agreements with the above executives provide for a grossed-up reimbursement of these excise taxes. The amounts in the table are based on the Section 280G excise tax rate of 20 percent, the statutory federal income tax withholding rate of 35 percent, the applicable state income tax rate, and the Medicare tax rate of 1.45 percent. (9) For Involuntary Termination, Not For Cause and Termination Following a Change in Control: Represents payments made under agreements or Company programs to Mr. Butler as consideration for agreement not to compete with the Company following termination of employment, equal to the sum of base salary plus relevant annual incentive award. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

  98. Pay Ratio

    Pay Ratio Our Chief Executive Officer to median employee pay ratio is calculated pursuant to the requirements of Item 402(u) of Regulation S-K. We identify a new median employee each year. For 2023, we identified the median employee by reviewing the 2023 total cash compensation of all full-time employees, excluding our Chief Executive Officer, who were employed by the Company and its subsidiaries on December 31, 2023. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2023. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by the Company at the end of 2023. We believe the use of total cash compensation for all employees is a consistently applied compensation measure, as the Company does not widely distribute annual equity awards to employees. After identifying the median employee based on total cash compensation, we calculated the annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table. Mr. Nolan had 2023 total compensation of $18,885,577. Our median employee’s annual total compensation for 2023 was $140,991. Our 2023 Chief Executive Officer to median employee pay ratio is 134 to 1.

  99. Pay Versus Performance

    Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K, we are providing the following information regarding certain measures of the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the Compensation Actually Paid (CAP) to our NEOs, we make various adjustments to amounts that have been previously reported in the Summary Compensation Table (SCT) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as average compensation. In the 2023 Annual Incentive Program Performance Assessment as well as the Long-Term Incentive Program sections of the CD&A, we describe all of the elements that have a direct connection to the Company’s financial performance and to the CAP of the Company’s PEO and the NEOs as a group (excluding the PEO). As the majority of total direct compensation is provided to our PEO and NEOs through long-term incentives, the Company’s stock price also has a direct relationship to the CAP.

  100. Pay Versus Performance

    | | | | | | | | 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 |

  101. Pay Versus Performance

    (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. 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:

  102. Pay Versus Performance

    | 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 |

  103. Pay Versus Performance

    | 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 |

  104. Pay Versus Performance

    | 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 |

  105. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Overall, while the Company exhibited strong overall performance, the impairment charge taken on our offshore wind investment had a significant negative impact on the Company and our shareholders. Accordingly, we note that CAP for our PEOs and Non-PEO NEOs is significantly lower than their respective SCT numbers. The Compensation Committee eliminated the entire payout from the EPS-based portion of our annual incentive plan, resulting in a below target payout for the PEO and the Non-PEO NEOs. The lower stock prices after grant as well as the impact of interest rates on the present value of qualified and non-qualified pension plans also impacted the CAP. As set forth in the Overview of Our Compensation Program section of the CD&A, the Compensation Committee balances short-term goals with long-term goals, using performance-based incentive compensation to reward individual and team performance to align the interests of executives with shareholders, customers, and employees. Therefore, any single measure of Company performance for a particular period will not necessarily align with “compensation actually paid” as computed under SEC rules, which reflects, among other things, changes in stock price and/or the probable outcomes of performance goals for previously granted equity awards. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following comparisons of the relationships regarding information presented in the Pay Versus Performance table.