DEF 14A of Eversource Energy, Mar 21, 2025

DEF 14A of Eversource Energy

Filed Mar 21, 2025 · FY20240001104659-25-026671

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 Trustee and executive 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 Trustees and executives. 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: 72 Trustee since 1992 Committees: Executive, Finance, and Governance, Environmental and Social Responsibility

    Age: 72 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: 51 Trustee since 2018 Committees: Audit and Governance, Environmental and Social Responsibility

    Age: 51 Trustee since 2018 Committees: Audit 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 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 significant policy-making level experience from her tenure in state and local government in Massachusetts provides the Board with valuable insight and perspective. She also has experience serving on the boards of directors of several non-profit boards. Her experience and expertise as former Vice President of Diversity, Inclusion and Community Relations at Suffolk Construction provide the Board and the Company with insight into how Eversource can continue its important work in fostering an engaged and collaborative workforce 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: 67 Trustee since 2020 Committees: Audit and Governance, Environmental and Social Responsibility

    Age: 67 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: 66 Trustee since 2023 Committees: Audit, Executive and Finance

    Age: 66 Trustee since 2023 Committees: Audit, Executive 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. During the previous 20 years she served as Chief Financial Officer at information, data and technology companies focused on organic and strategic growth in the United States and internationally, including Decision Resource Group (today doing business as Clarivate) and Clarity Software Solutions. Ms. Keane received her B.S. degree in business administration in accounting from Suffolk University and her M.S. degree from Bentley University. She has been active in Financial Executives International, the CFO Leadership Council, the National Association for Corporate Directors and has lectured at Bentley University. Ms. Keane has more than 25 years of Chief Financial Officer leadership experience, including, information technology and cyber security experience from her positions 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: 64 Trustee since 2018 Committees: Executive, Finance and Compensation

    Age: 64 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: 64 Trustee since 2019 Committees: Compensation and Governance, Environmental and Social Responsibility

    Age: 64 Trustee since 2019 Committees: Compensation and Governance, Environmental and Social Responsibility

  21. BACKGROUND

    BACKGROUND Mr. Long serves as Chairman of the Board of Liberty Mutual Holding Company Inc. He served as President and Chief Executive Officer of Liberty Mutual Holding Company Inc. until 2022. 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: 61 Chairman since 2022 Trustee since 2021 Committee: Executive

    Age: 61 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 NB Bancorp. Inc., 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: 63 Lead Independent Trustee since 2024 and Trustee since 2023 Committees: Compensation, Executive and Finance

    Age: 63 Lead Independent Trustee since 2024 and Trustee since 2023 Committees: Compensation, Executive and Finance

  27. BACKGROUND

    BACKGROUND Mr. Nova has been a General Partner at Highland Capital Partners LLC, 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 a director of Highland Transcend Partners I Corp., a publicly-traded company. Mr. Nova currently 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. 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 leadership, financial, and information technology and cyber security experience derived from his serving as a General Partner and as 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: 66 Trustee since 2012 Committees: Audit and Compensation

    Age: 66 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 personal background when considering Trustee candidates. |

  31. 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, 2024 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.

  32. 2024 Trustee Compensation

    * The Chair of the Audit Committee retired effective May 1, 2024. The Vice Chair of the Audit Committee was elected as Chair of the Audit Committee and the office of the Vice Chair was eliminated. Annual cash retainers of $120,000 per Trustee, additional Committee Chair and Lead Independent Trustee cash retainers and annual RSU grants for service on the Board for 2024 based on the amounts above were paid as described in this section. Pay Governance LLC provided the Compensation Committee with a review of competitive market practices and compensation in 2024. As a result, effective January 1, 2025, the amount of the annual cash retainer was increased from $120,000 to $125,000, the amount on which the annual RSU grant is based was increased from $165,000 to $175,000, and each of the annual cash retainer for the Chair of the Finance and Governance, Environmental and Social Responsibility Committees were increased by $5,000. The share ownership guidelines set forth in the Company’s Corporate Governance Guidelines require each Trustee to attain ownership of a number of common shares equal to a market value of at least five-times the then current annual cash compensation retainer for service on the Board. Trustees are required to defer or hold all shares awarded as annual stock compensation retainers until the guidelines have been met. Prior to the year earned, each Trustee may also irrevocably elect to defer receipt of all or a portion of their cash compensation. Deferred funds are credited with deemed earnings on various deemed investments as permitted by the Company’s Deferred Compensation Plan. Deferred cash compensation is payable either in a lump sum or in installments in accordance with the Trustee’s prior election. There were no above-market earnings in deferred compensation value during 2024, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company common shares. Our Incentive Plan places a limit on the amount of total annual compensation that can be paid to any Trustee. When applicable, we pay travel-related expenses for spouses of Trustees who attend Board functions, but we do not pay tax gross-up payments in connection with any taxes on such expenses, nor do we pay pension benefits to our non-employee Trustees.

  33. Trustee Compensation

    | Trustee | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Cotton M. Cleveland | $135,000.00 | $154,372.32 | $289,372.32 | | Francis A. Doyle(3) | 75,500.00 | 154,372.32 | 229,872.32 | | Linda Dorcena Forry | 120,000.00 | 154,372.32 | 274,372.32 | | Gregory M. Jones | 120,000.00 | 154,372.32 | 274,372.32 | | Loretta D. Keane | 140,416.67 | 154,372.32 | 294,788.99 | | John Y. Kim | 135,000.00 | 154,372.32 | 289,372.32 | | Kenneth R. Leibler(3) | 60,000.00 | 154,372.32 | 214,372.32 | | David H. Long | 120,000.00 | 154,372.32 | 274,372.32 | | Daniel J. Nova | 156,666.66 | 154,372.32 | 311,038.98 | | William C. Van Faasen(3) (4) | 175,000.00 | 154,372.32 | 329,372.32 | | Frederica M. Williams | 120,000.00 | 154,372.32 | 274,372.32 |

  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 vice chair and chair fees. Also includes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, 2024, Mr. Doyle, Mr. Kim and Mr. Nova each deferred 100 percent of their cash compensation and Mr. Jones deferred 75 percent of his cash compensation. (2) Reflects the grant date market value, based on a closing price of $55.98 per share on January 15, 2025, of 3,092 RSUs granted to all Trustees on January 15, 2025, and which vested on January 16, 2025. 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, 2024: Ms. Cleveland: 69,603; Ms. Forry: 9,924; Mr. Jones: 10,741; Ms. Keane: 4,967; Mr. Kim: 16,728; Mr. Long: 12,896; Mr. Nova: 7,398; and Ms. Williams: 22,671. (3) Mr. Doyle, Mr. Leibler and Mr. Van Faasen retired effective May 1, 2024. Mr. Van Faasen became a consultant to the Board of Trustees upon his retirement. The amount above reflects fees for services in all capacities in 2024. This Compensation Discussion and Analysis (CD&A) provides information about our compensation principles, objectives, plans, policies and actions for our Named Executive Officers (NEO). 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 2024 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 2024 performance. The CD&A also contains an assessment of performance measured against established 2024 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:

  35. Summary of 2024 Accomplishments and Compensation

    Summary of 2024 Accomplishments and Compensation In 2024, we continued to exhibit strong overall Company performance and a keen focus on executing on our key strategic initiatives that will transition the Company to a low risk pure-play “pipes and wires” utility. We continued our leadership and performance in sustainability and social responsibility and achieved or exceeded the core financial and operational goals as set by the Committee. That said, while we measure EPS on a recurring basis, the Committee took into consideration the loss on the sale of our offshore wind investments and the loss on the pending sale of the Aquarion water distribution business that had a negative impact on the Company and our shareholders, and therefore reduced the payout for the EPS-based goal in our 2024 annual incentive plan to 75 percent from an indicative payout in the range of 125 to 200 percent. The Committee recognized that the divestiture of both our offshore wind investments and Aquarion water business distribution are key corporate strategies pursued with the full support of our Board of Trustees that will allow us to enhance our balance sheet condition and reduce corporate risk and were in fact financially prudent actions to take. In addition, the offshore wind divestiture reduces future cash requirements and includes future tax benefits that will be utilized in coming years, including in 2025. The Aquarion divestiture is expected to reduce our exposure to the challenging regulatory environment in Connecticut; increase our cash flow; reduce our equity and future debt requirements; and will be accretive when compared to issuing equity. The opportunistically issuance of $1 billion of equity will continue to improve our financial condition. All of these transactions position the Company as a pure-play regulated “pipes and wires” utility with strong future investment opportunities. Summary Compensation Table Versus Realizable Pay Comparison for Joseph R. Nolan, Jr. In the three 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 2024, and Mr. Nolan’s in-process performance shares for programs ending in 2025, 2026 and 2027 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 Chief Executive Officer and all of our executives. This demonstrates the integrity of our pay-for-performance compensation program and ensures alignment with shareholder interests. Second, a significant 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 three 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 • The graph below shows that CEO realizable pay values are significantly lower than values disclosed in the Summary Compensation Table after taking into account Performance Share payouts that were well below target (68 percent for the 2022 – 2024 Performance Share Program) as well as the decrease in Eversource’s share price: 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, 2023 and 2024 valued as of December 31, 2024. The following is a summary of our 2024 accomplishments:

  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 among 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 Trustee and executive and 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 Trustees and executives. 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 Executive Clawback Policy, adopted in 2023, 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 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 2024 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 determining 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 | | | | | Base Salary | Annual Incentive(1) | Performance Shares(1) | RSUs(2) | TDC | | CEO | 12% | 17% | 53% | 18% | 100% | | NEO average, excluding CEO | 26% | 19% | 41% | 14% | 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 (70 percent 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 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, 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 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. 2024 Annual Incentive Program Assessment

    2024 Annual Incentive Program Assessment In January of 2024, the Committee established the terms of the 2024 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 70 percent to 140 percent of base salary. At the January 2024 meeting, the Committee determined that for 2024 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: non-GAAP 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, diverse leadership, 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. 2024 Performance Goals

    2024 Performance Goals

  45. 2024 Performance Goals

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

  46. Committee Assessment Meetings

    Committee Assessment Meetings At the December 2024 meeting of the Committee, management provided an initial review of the Company’s 2024 performance, followed in January 2025 by a full assessment of the performance goals, the additional accomplishments noted below under the caption “Additional Factors” and the overall performance of the Company and the executives. In addition to these meetings, the Committee and the Board were provided updates during 2024 on corporate performance and discussed the Company’s overall performance and in particular the effect that the loss on the sale of our offshore wind investments and the loss on the pending sale of our Aquarion water distribution business and other events were having on our stock price. At the January 29, 2025 meeting, the Committee determined, based on its assessment of the scorecard of financial and operational performance goals and the other factors noted above, to approve the level of achievement of combined financial and operational performance goals results at 125 percent, reflecting the strong performance of the Company and the executive team in executing the Company’s Operating Plan. In arriving at this determination, the Committee determined that the weighted financial performance goals result was 76 percent, and the weighted operational performance result was 49 percent. The Chief Executive Officer recommended to the Committee awards for the executives (other than himself) based on his assessment of each executive’s individual performance towards achievement of the performance goals and the additional accomplishments of the Company, together with each executive’s contributions to the overall performance of the Company. The actual awards determined by the Committee were also based on the same criteria. During this assessment the Committee was mindful of the effects of the loss on the sale of our offshore wind investments, the loss on the pending sale of our Aquarion water distribution business and other events noted in this proxy statement had on our reported results and the resulting negative effect on our stock price. With respect to offshore wind, these events included higher than budgeted interest rates, delays in closing the offshore wind divestiture, and higher than budgeted construction costs. The Committee determined that although these charges were unfortunate, they were necessary to successfully execute the Company’s corporate strategy, improve future cash flow including favorable tax benefits, reduce debt and raise equity needs, lower risk and improve balance sheet conditions. As a result, while the indicative payout portion of our scorecard based on non-GAAP EPS would have been in the range of 125 – 200 percent, the Committee determined that the payout for the EPS-goal in our 2024 Annual Incentive Plan would be 75 percent.

  47. Financial Performance Goals Assessment

    Financial Performance Goals Assessment EARNINGS PER SHARE: The 2024 earnings goal was $4.52 per share. Our GAAP earnings in 2024 amounted to $2.27 per share, while our non-GAAP earnings in 2024 totaled $4.57 per share, excluding the adjustments to earnings as described in Exhibit A and elsewhere in this proxy statement. The 2024 GAAP earnings were $3.53 higher than 2023 GAAP earnings. 2024 non-GAAP earnings per share increased 5.3 percent compared to 2023 non-GAAP earnings per share, and 26 percent higher than the expected industry average of 4.2 percent. The Company was able to achieve the non-GAAP earnings and limit a further decrease in GAAP earnings through effective management of the 2024 Operating Plan on a day-by-day basis, including execution of our $4.6 billion utility capital plan, and by overcoming several challenges to achieving the plan, including higher than expected 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. The results of 2024 non-GAAP EPS growth rate of 5.3 percent would have reflected an indicative payout in the range of 125 to 200 percent. However, as noted, the Committee considered the events that occurred throughout the year, specifically the loss on the sale of our offshore wind investments and the loss on the pending sale of our Aquarion water distribution business. The Company recognized these charges to enable the Company to transition back to long-term financial growth and operational excellence, while reducing its risk profile. Recognizing the reduction in GAAP earnings and taking into consideration that our shareholders were negatively impacted by the Company’s disappointing share performance, the Committee determined this goal to have obtained a 75 percent performance result. Please see Exhibit A, which provides additional information regarding the reconciliation of GAAP and non-GAAP earnings. 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 2024 to $2.86 per share, a 5.9 percent increase from the prior year, exceeding the utility industry’s median dividend growth of 5.3 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 seven separate initiatives: 1) Finalize the successful divestiture of offshore wind assets; 2) Develop plans and implement a cost recovery strategy across three states for $800 million in storm costs that are currently deferred, in addition to pursuing recovery of $635 million of storm costs recently filed in Connecticut; 3) Successfully execute on regulatory initiatives in each state such as the PSNH and Aquarion rate cases, electric and gas capital tracker mechanisms and Performance Based Rates/K-Bar filings; 4) Continue to implement plans and strategies to improve the Connecticut political and regulatory environments while strengthening Massachusetts and New Hampshire stakeholder relations; 5) Achieve final approvals and execute the Massachusetts DER initiatives; 6) Secure clean energy funding available through federal and state initiatives; and 7) Continue to take leadership positions in all of our regions to drive regulatory policy that benefits customers and stakeholders. • Eversource successfully completed the divestiture of our entire offshore wind investment in an extremely challenging market for renewable energy assets. The Sunrise Wind Project was sold in July 2024 to Ørsted and the Revolution Wind and South Fork Wind Projects were sold in September 2024 to Global Infrastructure Partners. The offshore wind divestiture was an important advancement in the Company’s strategy toward lowering our risk profile and strengthening our balance sheet. • The Company completed Phase II of the sale process for the Aquarion water distribution business at the end of 2024. These efforts led to the execution in January 2025 of a definitive agreement to sell Aquarion. Subject to receipt of required regulatory approvals, the transaction is expected to close in the second half of 2025. • The opportunistic issuance of $1 billion of equity was a key component in improving the financial condition of the Company. • Our constructive regulatory outcomes in 2024 included an approval by the Connecticut PURA of the Connecticut RAM Order of $873 million plus the recovery of an additional $70 million of costs incurred for our electric vehicle charging program between 2021 – 2024. • Eversource successfully reached a settlement with the NHPUC which provided for $61.2 million in temporary rates beginning on August 1, 2024. • We successfully implemented our storm cost recovery strategy by making regulatory filings and further advance filings in each jurisdiction, including Connecticut for approximately $806 million; Massachusetts for $222 million and in New Hampshire for $232 million. We received approval from the Massachusetts DPU of the ESMP, including incremental investments of $600 million and corresponding recovery to take place in future proceedings. This groundbreaking plan establishes a comprehensive road map of the system investments that Eversource will need to make to support the state’s decarbonization and electrification targets and enable the clean energy future. • We received a favorable and constructive draft Management Audit Report from PURA’s independent consultant, with no adverse findings. This audit report spanned all of the Company’s Connecticut operations and was extensively supported by multiple Company teams and working groups. • We received approval of four additional DER interconnection upgrades in Massachusetts. • Our ongoing effort to engage key Connecticut stakeholders and share our perspective on important issues resulted in meetings with 149 municipalities to improve the political and regulatory environment. This effort also included outreach to legislative and regulatory leaders, as well as public communication. • Our first Rate Base roll-in for Eversource Gas Company of Massachusetts received DPU approval for $140 million annual recovery as agreed upon in the 2020 Columbia Gas Company settlement agreement. A total of $77 million of this rate increase was effective November 1, 2024, and the remaining $63 million of the increase will be effective November 1, 2025. • Successful recovery, with no disallowances, of our Massachusetts GSEP investments (Eversource Gas Company of Massachusetts and NSTAR Gas Company) with new rates effective on November 1, 2024. • On June 28, 2024, the Energy Facilities Siting Board (EFSB) approved the Greater Cambridge Energy Program (GCEP), a first-of-its-kind transmission and distribution substation with the Cambridge Redevelopment Authority on this innovatively designed project. This initiative is estimated to be a $1.8 billion investment with construction commencing during the first quarter of 2025 and phased-in service during 2029-2030. The Committee determined this goal to have attained a 160 percent performance result.

  48. Operational Performance Goals Assessment

    Operational Performance Goals Assessment • RELIABILITY PERFORMANCE: This goal was to increase 2024 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 2024; customer power interruptions were on average 21.2 months apart. The Committee determined this goal to have attained a 190 percent performance result. Reliability Performance Months Between Interruptions • RESTORATION PERFORMANCE: This goal was to reduce the 2024 average electric system interruption to between 62 to 74 minutes. The average system outage duration in 2024 was 63.5 minutes, which was in the top decile versus industry comparators. The Committee determined this goal to have attained a 185 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 0.85 and 1.30 DART. Our safety performance was 0.76 DART, which exceeded the stated goal and continues to improve over previous years. In 2024, the Company used the DART-OSHA method of measurement for both the goal and 2022, 2023 and 2024 results; 2021 results shown in the graph below were converted to the DART-OSHA method results. 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 170 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 2024 performance was 98.1 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 greater representation of women and/or persons of color into leadership positions. We continued our successful drive to build a talent pipeline of people with diverse experiences and thought. The Committee determined this goal to have attained a 100 percent performance result. • SUSTAINABILITY: This goal was to achieve a sustainability ranking, as calculated below, of 81 to 93 percent. In 2024, we fell slightly below our target range compared to the peer group assessed by two leading sustainability rating firms, with a combined end of-year ranking of 73.8 percent. We continued our strong environmental, social and governance performance, including the advancement of our clean energy initiatives which 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 and other methane emission reductions strategies. Eversource reduced its Scope 1 and Scope 2 emissions by 30 percent between our 2018 base year and 2023. The Committee determined this goal to have attained a 70 percent performance result. • ENHANCE THE CUSTOMER EXPERIENCE: This goal consisted of seven separate initiatives: 1) Continued enhancement and efficient execution of the Emergency and Outage Response Plan and Stakeholder Communications Plans; 2) Implement a Communication Plan to ensure policymakers, customers and employees are aware of resource adequacy impacts; 3) Establish a Meter Data Sharing policies / platform and communicate customer options in an online portal; 4) Successfully advance the implementation of AMI and Meter Data Management System to improve customer information in Massachusetts (MA); 5) Achieve milestones established for Omni-MA Phase II including go-live for Western MA in Q1 and Eastern MA in Q2; 6) Expand the development of utility-owned solar and storage projects; and 7) Scale decarbonization offerings to support increased energy efficiency goals. • We continue to execute on our Emergency Response Communications Plan and Stakeholder Engagement Plan and have aligned with state agencies in the states we serve. To date, approximately 1,000 external users have been trained on storm preparedness, response and reporting procedures for blocked roads and critical facilities during emergency response events. • We further enhanced our communication strategy to ensure stakeholders are aware of potential regional energy adequacy issues by conducting Energy Supply webinars for key stakeholders. We also worked with ISO-NE to share plans and coordinate messaging, filed specific plans with our three regulatory agencies and developed communications assets for use in a load shed event. Technology planning and development for our Massachusetts Advanced Metering Infrastructure (AMI or “smart meters”) Plan continued throughout 2024, and the Company is on track to begin implementing smart meter technology for customers in 2025. Customer messaging regarding the roll-out schedule and explaining the technology’s advantages to manage energy use began in October of 2024. Once completely implemented, this technology will provide a wide range of new benefits to customers, including visibility and insight into energy usage patterns, customized bill alerts, access to time-varying rates, proactive outage notifications and more efficient outage response. • We successfully completed our OMNI Phase II project that has enabled two million of our Massachusetts electric and gas customers to be on a single customer information system. In September of 2024, Eversource was honored by SAP’s User Group as “Utility of the Year” for our OMNI deployment. • To support increased energy efficiency goals in Massachusetts and Connecticut, we significantly scaled decarbonization offerings supported by the installation of over 22,400 residential heat pumps, significantly exceeding target and enrolled over 2,600 heat pump installers in those states to support implementation. We launched a new E-Learning website, enabling 15,200 training sessions to be completed by over 4,500 active users. • We continue to maintain top decile performance in Months Between Interruptions (MBI) and System Average Interruption Duration Index (SAIDI) among our New England and Mid-Atlantic peer group despite unprecedented storm activity in our territory. The Committee determined this goal to have attained a 140 percent performance result. • CLEAN ENERGY EXECUTION: This goal consisted of six separate initiatives: 1) Support on-going offshore wind project construction; 2) Successfully finalize and implement the Massachusetts ESMP to enable a transition to a clean energy future and support state goals; 3) Plan, develop and build transmission infrastructure to facilitate the interconnection of clean, renewable energy projects; 4) Expand the development of utility-owned solar and EV infrastructure; 5) Continue to empower the cross-functional team to finalize science-based targets to advance carbon neutrality objectives; and 6) Plan and execute natural gas opportunities to support decarbonization and position natural gas as a key part of the clean energy transition, such as advancing geo-thermal and hydrogen opportunities. •

  49. Operational Performance Goals Assessment

    During 2024, Eversource maintained its commitment to support construction of offshore wind projects. Revolution Wind construction activities are ahead of the revised schedule, and we continue to drive onshore construction to improve on the schedule. Eversource received the “New York Project of the Year Award” from the Engineering News-Record for our work building the onshore infrastructure for South Fork Wind, the first commercial-scale offshore wind project in the United States. • Eversource was successful in qualifying for $89 million in federal funding from the U.S. DOE for the Huntsbrook clean energy interconnection hub that will be constructed in Montville, Connecticut. The federal grant will cover 40 percent of the Huntsbrook project cost of $224 million, with the remainder to be recovered in transmission rates. The Huntsbrook project is part of a portfolio of projects that the states in the region are advancing through the U.S. DOE Grid Innovation Program to support New England’s clean energy transition while improving grid reliability. • The Massachusetts DPU approved the Massachusetts ESMP, including incremental capital spending of $600 million for interconnections of clean energy and resiliency initiatives through 2028, which will enable the improvement of grid reliability, communication and resiliency, timely adoption of renewable energy and promote energy storage and new technologies for decarbonization. • The Massachusetts EFSB approved the GCEP, a first-of-its-kind underground transmission and distribution initiative with Cambridge Redevelopment Authority on the innovatively designed project, which will support Clean Renewable Energy and future electrification goals. In November, the GCEP received Cambridge’s “Chamber of Commerce’s 2024 Visionary Award.” • Significant planning work has begun on all five approved DER Initiatives in line with the Massachusetts DPU four-year mandate. • PURA issued a positive decision enabling Eversource to continue with its electric vehicle charging program to help achieve goals in Connecticut. • Eversource enabled the first community solar project to come on-line in its territory through the CT Statewide Clean Energy Facility Program. Enfield Solar One, the state’s largest solar project, will bring 5.96 MW DC of solar power onto the grid. • Eversource marked the commissioning of our first-in-the nation networked Geothermal pilot in Framingham, Massachusetts, which won the Environmental Business Council of New England, Inc.’s’ Community Choice APEX award. • Eversource received approval of the planning board in the New Hampshire Town of Milton to construct a 5 MW-scale solar project. • Eversource has purchased a 26-acre portion of the Mystic Generating Station in Everett, Massachusetts, as its strategic location offers multi-use interconnection points for large scale renewable energy in New England.

  50. 2024 Annual Incentive Program Performance Assessment

    2024 Annual Incentive Program Performance Assessment

  51. Financial Performance Goals

    Financial Performance Goals

  52. Financial Performance Goals

    | Category | 2024 Goal | Company Performance | Assessment | | Earnings Per Share | $4.52 earnings per share | Achieved: While GAAP earnings per share equaled $2.27 per share, non-GAAP earnings, excluding costs noted on Exhibit A, amounted to $4.57 per share, a 5.3% increase over 2023 non-GAAP earnings. Please see page 47 of this proxy statement for additional information. | 75% | | Dividend Growth | Increase dividend beyond industry average | Achieved: Increased dividend to $2.86 per share, a $0.16 increase and 5.9% growth over 2023, exceeding the industry median increase of 5.3% and consistent with our long-range plan and management guidance. Please see page 48 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 seven separate initiatives: 1) Finalize the divestiture of offshore wind investments; 2) Develop plans and implement a cost recovery strategy across three states for $800 million in storm costs that are currently deferred, in addition to pursuing resolution for the recently filed storms in CT for $635 million; 3) Successfully execute regulatory initiatives in each state such as the PSNH and Aquarion rate cases, electric and gas capital tracker mechanisms and PBR/K-bar filings; 4) Continue to implement plans and strategies to improve the Connecticut political and regulatory environment, while strengthening Massachusetts and New Hampshire stakeholder relations; 5) Achieve four additional approvals and execute upon Massachusetts Distributed Energy Resource initiatives; 6) Continue to drive the opportunity to secure clean energy funding from available state and federal programs; and 7) Continue to take leadership positions in all of our regions to drive regulatory policy that benefits customers and stakeholders. A full description of the goal and the results of the goal are set forth on page 48 of this proxy statement. | 160% | | Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30% | | | |

  53. Operational Performance Goals

    Operational Performance Goals

  54. Operational Performance Goals

    | Category | 2024 Goal | Company Performance | Assessment | | Reliability – Average Months Between Interruptions (MBI) | MBI of within 17.7 to 19.7 months | Exceeded: MBI = 21.2 months. At the top decile of the performance goal’s range and in the top decile of the industry peer group. Please see page 49 of this proxy statement for addition information. | 190% | | Average Restoration Duration (SAIDI) | SAIDI of 62 to 74 minutes | Achieved: SAIDI = 63.5 minutes. At the top level of the performance range, in the top decile of the industry group as measured by recognized industry standards. Please see page 49 of this proxy statement for additional information. | 185% | | Safety Rate (Days Away Restricted Time (DART)) | 0.85 – 1.30 DART | Exceeded: 0.76 DART – Substantially better than the performance goal range and industry and improving year over year. Please see page 49 of this proxy statement for additional information. | 170% |

  55. Operational Performance Goals

    | Category | 2024 Goal | Company Performance | Assessment | | Gas Service Response | 96% – 98% on time responses | Exceeded: 98.1% – Performance met or exceeded all regulatory requirements, and at the top of the level of the performance goal range. Please see page 50 of this proxy statement for additional information. | 175% | | Diverse Leadership | Expand applicant talent pool | Achieved: 43.7%. Please see page 50 of this proxy statement for additional information. | 100% | | Sustainability Ranking | 81st – 93rd percentile vs. US peer companies | Not achieved: Eversource performance slightly below the target goal partly relating to the loss on sale of offshore wind investments; the Company received numerous recognitions and awards acknowledging sustainability excellence in 2024. Please see page 50 of this proxy statement for additional information. | 70% | | Enhance the Customer Experience | Success in advancing important customer initiatives | Achieved: This goal consisted of seven separate initiatives: 1) Continued enhancement and efficient execution of the Emergency and Outage Response Plan and Stakeholder Communications Plans; 2) Implement a Communication Plan to ensure policymakers, customers and employees are aware of energy resource adequacy impacts; 3) Establish a Meter Data Sharing policies/platform and communicate customer options in an online portal; 4) Successfully advance the implementation of AMI and MDMS to improve customer information in MA; 5) Achieve milestones established for OMNI-MA Phase II including go-live for Western MA in Q1 and Eastern MA in Q2; 6) Expand the development of utility-owned solar and storage projects; and 7) Scale decarbonization offerings to support increased energy efficiency goals. A full description of the goal and its results are set forth on page 50 of this proxy statement. | 140% | | Clean Energy Execution | Execute important clean energy initiatives | Achieved: This goal consisted of six separate initiatives: 1) Support on-going offshore wind project construction; 2) Successfully finalize and implement the MA ESMP to enable a transition to a clean energy future and support state goals; 3) Plan, develop and build transmission infrastructure to facilitate the interconnection of clean, renewable energy projects; 4) Expand the development of utility-owned solar and EV infrastructure; 5) Continue to empower the cross-functional team to finalize science-based targets to advance carbon neutrality objectives; and 6) Plan and execute natural gas opportunities to support decarbonization and position natural gas as a key part of the clean energy transition, and advancing geo-thermal and hydrogen opportunities. A full description of the goal and its results are set forth on page 51 of this proxy statement. | 150% | | Weightings = Reliability – 25%; Restoration – 25%; Safety, Gas Response, Diverse Leadership, Sustainability and Key Initiatives – 50% | | | |

  56. Performance Goals Assessment

    Performance Goals Assessment

  57. Performance Goals Assessment

    | Financial Performance at 109% (weighted 70%) | 76% | | Operational Performance at 161% (weighted 30%) | 49% | | Overall Performance | 125% |

  58. 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, and strategic 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. Mr. Nolan’s annual incentive payment of $2,450,000 was 125 percent of target and is aligned with the scorecard result, as compared to a payment of 94 percent of target in 2023, reflecting his and the Company’s overall good 2024 performance. In determining this amount, 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 challenging divestiture 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. 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. 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.

  59. 2023 and 2024 Annual Incentive Program Awards

    2023 and 2024 Annual Incentive Program Awards

  60. 2023 and 2024 Annual Incentive Program Awards

    | Named Executive Officer | 2024 Award | 2023 Award | | Joseph R. Nolan, Jr. | $2,450,000 | $1,630,000 | | John M. Moreira | 1,000,000 | 564,000 | | Paul Chodak III(1) | 850,000 | — | | Susan Sgroi(1) | 486,000 | — | | Gregory B. Butler | 600,000 | 468,000 |

  61. 2023 and 2024 Annual Incentive Program Awards

    (1) Individual was not a Named Executive Officer in 2023.

  62. 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

  63. Performance Share Grants

    Performance Share Grants

  64. Performance Shares under the 2024 – 2026, 2023 – 2025 and 2022 – 2024 Programs

    Performance Shares under the 2024 – 2026, 2023 – 2025 and 2022 – 2024 Programs For the 2024 – 2026 Program, the Committee determined it would continue to measure performance using the following objective, formulaic method: (i) average diluted recurring 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 2024 – 2026 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 charts set forth below describe how the Performance Share payout was determined under the 2022 – 2024 Program and how the Performance Share payout will be determined under the 2023 – 2025 Program and the 2024 – 2026 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.

  65. 2022 – 2024 Long-Term Incentive Program Performance Share Potential Payout

    2022 – 2024 Long-Term Incentive Program Performance Share Potential Payout

  66. 2022 – 2024 Long-Term Incentive Program Performance Share Potential Payout

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

  67. 2022 – 2024 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% |

  68. 2023 – 2025 and 2024 – 2026 Long-Term Incentive Program Performance Share Potential Payout

    2023 – 2025 and 2024 – 2026 Long-Term Incentive Program Performance Share Potential Payout

  69. 2023 – 2025 and 2024 – 2026 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% |

  70. 2023 – 2025 and 2024 – 2026 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 | | 100% | 110% | 130% | 140% | 150% | 160% | 170% | 180% | 190% | 200% | | 90% | 100% | 120% | 130% | 140% | 150% | 160% | 170% | 180% | 190% | | 80% | 90% | 110% | 120% | 130% | 140% | 150% | 160% | 170% | 180% | | 70% | 80% | 100% | 110% | 120% | 130% | 140% | 150% | 160% | 170% | | 60% | 70% | 90% | 100% | 110% | 120% | 130% | 140% | 150% | 160% | | 40% | 60% | 80% | 90% | 100% | 110% | 120% | 130% | 140% | 150% | | 30% | 40% | 60% | 80% | 90% | 100% | 110% | 120% | 130% | 140% | | — | 20% | 40% | 70% | 80% | 90% | 100% | 110% | 120% | 130% | | — | — | 20% | 60% | 70% | 80% | 90% | 100% | 110% | 120% | | — | — | — | 30% | 50% | 60% | 70% | 80% | 100% | 110% | | — | — | — | 10% | 20% | 30% | 40% | 50% | 60% | 70% | | — | — | — | — | 10% | 20% | 30% | 40% | 50% | 60% |

  71. 2024 – 2026 Long-Term Incentive Program Performance Share Grants at Target

    2024 – 2026 Long-Term Incentive Program Performance Share Grants at Target

  72. 2024 – 2026 Long-Term Incentive Program Performance Share Grants at Target

    | Named Executive Officer | Performance Share Grant | | Joseph R. Nolan, Jr. | 112,590 | | John M. Moreira | 31,240 | | Paul Chodak III | 28,286 | | Susan Sgroi | 23,385 | | Gregory B. Butler | 18,275 |

  73. Results of the 2022 – 2024 Performance Share Program

    Results of the 2022 – 2024 Performance Share Program The 2022 – 2024 Program performance period ended on December 31, 2024. Due to our disappointing share price performance over the period, our 2022-2024 performance share payouts were meaningfully below target at 68 percent. Taking into account the change in the Company’s share price since the grant date further reduces the final payout to 40 percent of target. Specifically, the actual performance level achieved under the Program was a three-year average adjusted EPS growth of 5.3 percent and a three-year total shareholder return in the bottom quartile, which, when interpolated in accordance with the criteria established by the Committee, resulted in vesting performance share units at 68 percent of target. 2022, 2023 and 2024 non-GAAP earnings per share, as described in Exhibit A, were the basis for performance level assessment determined by the Committee at its January 28, 2025 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-for-performance alignment of our long-term incentive program.

  74. Results of the 2022 – 2024 Performance Share Program

    | 2022 – 2024 Long-Term Incentive Program Performance Share Awards | | | Named Executive Officer | Performance Share Award | | Joseph R. Nolan, Jr. | 42,000 | | John M. Moreira | 2,228 | | Paul Chodak III | 4,078 | | Susan Sgroi(1) | — | | Gregory B. Butler | 8,220 |

  75. Results of the 2022 – 2024 Performance Share Program

    Individual was not a Named Executive Officer during this period. CHIEF EXECUTIVE OFFICER SUMMARY PERFORMANCE SHARES REALIZED VALUE VS. GRANT-DATE FAIR VALUE The CEO performance share award earned for the 2022-2024 performance period represented 40% of the original grant-date fair value of the Performance Share award in February 2022 after taking into account the 68% payout factor and the decrease in the value of underlying award units over the performance period:

  76. Restricted Share Units (RSUs)

    Restricted Share Units (RSUs)

  77. 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 2024, the percentage used for each Named Executive Officer was based on their position in the Company and ranged from 45 percent to 145 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.

  78. General

    | | RSU Grants | | | | Named Executive Officer | 2022 | 2023 | 2024 | | Joseph R. Nolan, Jr. | 18,290 | 23,392 | 37,530 | | John M. Moreira | 970 | 5,587 | 10,413 | | Paul Chodak III(1) | — | — | 9,429 | | Susan Sgroi(1) | — | — | 7,795 | | Gregory B. Butler | 3,580 | 3,973 | 6,092 |

  79. 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.”

  80. 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. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Company does not currently grant stock options to its employees.

  81. 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), and the three other most highly compensated executive officers in 2024, 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, 2024 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.

  82. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards(2) | Non-Equity Incentive Plan(3) | Change in Pension Value and Non-Qualified Deferred Earnings(4) | All Other Compensation(5) | SEC Total | Adjusted SEC Total(6) | | Joseph R. Nolan, Jr. Chairman, President and Chief Executive Officer | 2024 | $1,384,770 | $7,510,128 | $2,450,000 | $2,188,733 | $44,523 | $13,578,154 | $11,389,421 | | | 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 | | John M. Moreira Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 826,925 | 2,083,794 | 1,000,000 | 854,742 | 25,760 | 4,791,221 | 3,936,479 | | | 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 | | Paul W. Chodak III(1) Executive Vice President and Chief Operating Officer | 2024 | 850,002 | 1,886,789 | 850,000 | — | 431,633 | 4,018,424 | 4,018,424 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Susan Sgroi(1) Executive Vice President-Human Resources and Information Technology | 2024 | 533,654 | 1,559,857 | 486,000 | — | 40,092 | 2,619,604 | 2,619,604 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Gregory B. Butler Executive Vice President and General Counsel | 2024 | 727,156 | 1,219,021 | 600,000 | — | 10,919 | 2,557,096 | 2,557,096 | | | 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 |

  83. SUMMARY COMPENSATION TABLE

    (1) Individual was not a Named Executive Officer in 2022 and 2023. (2) RSUs were granted to each Named Executive Officer in 2024 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, 2026. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Nolan: $8,652,542; Mr. Moreira: $2,400,794; Mr. Chodak: $2,173,779; Ms. Sgroi: $1,797,137; and Mr. Butler: $1,404,434. 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. (3) Consists of payments to the Named Executive Officers under the 2024 Annual Incentive Program. (4) Includes the actuarial increase in the present value from December 31, 2023 to December 31, 2024 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, 2024. The Named Executive Officer may not be fully vested in such amounts. Mr. Chodak and Ms. Sgroi do not participate in any retirement plans. More information on this topic is set forth in the Pension Benefits table. There were no above-market earnings in deferred compensation value during 2024, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource Energy common shares. Please see pages 66 and 67. Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: $13,800 for each of Messrs. Nolan and Moreira; $3,923 for Mr. Chodak; $7,685 for Ms. Sgroi; and $10,350 for Mr. Butler. For Mr. Nolan, the value shown includes financial planning services valued at $22,500, a Company-owned vehicle provided to Mr. Nolan, valued at $7,275, and home security systems provided to Mr. Nolan in accordance with the Company’s security protocols, valued at $948. For Mr. Moreira, the value shown includes financial planning services valued at $5,000 and a Company-owned vehicle provided to Mr. Moreira, valued at $6,960. For Mr. Chodak, the value shown includes relocation services valued at $401,489 and a Company-owned vehicle provided to Mr. Chodak, valued at $3,796. For Ms. Sgroi, the value shown includes financial planning services valued at $12,605, a Company-owned vehicle provided to Ms. Sgroi, valued at $3,777 and an opt-out credit under the medical coverage plan, valued at $500. Mr. Chodak and Ms. Sgroi are eligible for K-Vantage contributions, which is a defined contribution program which provides additional annual employer contributions based on age and years of service as follows: $22,425 for Mr. Chodak and $15,525 for Ms. Sgroi. K-Vantage participants are not eligible to actively participate in the Eversource Pension Plan. Mr. Butler did not receive 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 4 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.

  84. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 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, 2024. 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.

  85. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | | | 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) | 01/31/24 | $980,000 | $1,960,000 | $3,920,000 | — | — | — | — | — | | Long-Term Incentive(5) | 01/31/24 | — | — | — | — | 112,590 | 225,180 | 37,530 | $7,510,128 | | John M. Moreira | | | | | | | | | | | Annual Incentive(4) | 01/31/24 | 340,000 | 680,000 | 1,360,000 | — | — | — | — | — | | Long-Term Incentive(5) | 01/31/24 | — | — | — | — | 31,240 | 62,480 | 10,413 | 2,083,794 | | Paul W. Chodak III | | | | | | | | | | | Annual Incentive(4) | 01/31/24 | 340,000 | 680,000 | 1,360,000 | — | — | — | — | — | | Long-Term Incentive(5) | 01/31/24 | — | — | — | — | 28,286 | 56,572 | 9,429 | 1,886,789 | | Susan Sgroi | | | | | | | | | | | Annual Incentive(4) | 01/31/24 | 194,500 | 389,000 | 778,000 | — | — | — | — | — | | Long-Term Incentive(5) | 01/31/24 | — | — | — | — | 23,385 | 46,770 | 7,795 | 1,559,857 | | Gregory B. Butler | | | | | | | | | | | Annual Incentive(4) | 01/31/24 | 256,000 | 512,000 | 1,024,000 | — | — | — | — | — | | Long-Term Incentive(5) | 01/31/24 | — | — | — | — | 18,275 | 36,550 | 6,092 | 1,219,021 |

  86. GRANTS OF PLAN-BASED AWARDS DURING 2024

    (1) Reflects the number of performance shares granted to each of the Named Executive Officers on January 31, 2024 under the 2024 – 2026 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2026. 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 January 31, 2024 under the 2024 – 2026 Long-Term Incentive Program. RSUs vest in equal installments on February 15, 2025, 2026 and 2027. 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 January 31, 2024 under the 2024 – 2026 Long-Term Incentive Program. (4) The threshold payment under the Annual Incentive Program is 50 percent of target. The actual payments in 2025 for performance in 2024 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 2024 – 2026 Long-Term Incentive Program, as described in the CD&A.

  87. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 The following table reports amounts realized on equity compensation that vested during the fiscal year ended December 31, 2024. The Stock Awards columns report the vesting of RSU and performance share grants to the Named Executive Officers in 2024. There were no options exercised as the Company has not granted options since 2002.

  88. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting(2) | | Joseph R. Nolan, Jr. | 25,263 | $1,445,731 | | John M. Moreira | 4,765 | 272,867 | | Paul W. Chodak III | 5,923 | 358,749 | | Susan Sgroi | — | — | | Gregory B. Butler | 11,810 | 677,491 |

  89. OPTION EXERCISES AND STOCK VESTED IN 2024

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

  90. OPTION EXERCISES AND STOCK VESTED IN 2024

    | Name | 2021 Program | 2022 Program | 2023 Program | | Joseph R. Nolan, Jr. | 10,599 | 6,545 | 8,119 | | John M. Moreira | 2,479 | 347 | 1,939 | | Paul W. Chodak III | — | — | 5,923 | | Susan Sgroi | — | — | — | | Gregory B. Butler | 9,150 | 1,281 | 1,379 |

  91. OPTION EXERCISES AND STOCK VESTED IN 2024

    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 2021 – 2023, 2022 – 2024 and 2023 – 2025 Programs were based on $58.62 per share, the closing price of Eversource Energy common shares on February 15, 2024. Values realized on vesting of performance shares granted under the 2021 – 2023 Program were based on $58.62 per share, the closing price of Eversource Energy common shares on February 15, 2024.

  92. PENSION BENEFITS IN 2024

    PENSION BENEFITS IN 2024 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 and Moreira were calculated as of December 31, 2024 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, and Mr. Butler: age 62. In addition, we determined benefits under the qualified pension program using tax code limits in effect on December 31, 2024. For Messrs. Nolan and Moreira, the values shown reflect actual 2024 salary and annual incentives earned in 2024 but paid in 2025 (per applicable supplemental program rules). For Mr. Butler, the values shown reflect actual 2024 salary and annual incentives earned in 2024 but paid in 2025 (per applicable supplemental program rules). We determined the present value of benefits at retirement age using the discount rate within a range of 5.58 percent to 5.66 percent under ASC 715-30 pension accounting for the 2024 fiscal year end measurement as of December 31, 2024. This present value assumes no pre-retirement mortality, turnover or disability. However, for the postretirement period beginning at retirement age, we used the 2024 IRS lump sum mortality table for Messrs. Nolan and Moreira. 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 2024 financial disclosure. Additional assumptions appear in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  93. Pension Benefits

    Pension Benefits

  94. 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) | 39.42 | $1,337,446 | $— | | | Supplemental Plan (Excess) | 39.42 | 13,124,690 | — | | | Supplemental Plan (SERP) | 20.00 | 11,512,338 | — | | John M. Moreira | Retirement Plan (QP) | 24.67 | 959,290 | — | | | Supplemental Plan (Excess) | 24.67 | 2,990,437 | — | | Gregory B. Butler | Retirement Plan (QP) | 28.00 | 1,528,980 | — | | | Supplemental Plan (Excess) | 28.00 | 6,190,291 | — | | | Supplemental Plan (Excess) | 28.00 | 3,404,391 | — |

  95. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    NONQUALIFIED DEFERRED COMPENSATION IN 2024 The following table reports amounts contributed in 2024, together with aggregate earnings on contributions and withdrawals or distributions on contributions in 2024, 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.

  96. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    | 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. | $— | $— | $534,183 | $— | $7,269,458 | | John M. Moreira | — | — | — | — | — | | Paul W. Chodak III | — | 68,575 | 2,510 | — | 71,085 | | Susan Sgroi | — | 25,027 | 628 | — | 25,655 | | Gregory B. Butler | — | — | 210 | — | 25,370 |

  97. NONQUALIFIED DEFERRED COMPENSATION IN 2024

    (1) Includes the total market value of deferred compensation program balances at December 31, 2024, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on $57.43 the closing price of our common shares on December 31, 2024, the last trading day of the year. The aggregate balances reflect a significant level of earnings on previously earned and deferred compensation.

  98. 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, 2024 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 31, 2024, 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, 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, 2024.

  99. 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 2024” for information about the pension program, supplemental program and other benefits, and the section captioned “Nonqualified Deferred Compensation in 2024.”

  100. POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

    POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

  101. 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) | $— | $— | $— | $9,090,000 | | | Annual Incentives(2) | — | — | — | 1,960,000 | | | Performance Shares(3) | 8,740,882 | 8,740,882 | 8,740,882 | 14,727,795 | | | RSUs(4) | 1,562,819 | 1,562,819 | 1,562,819 | 3,632,081 | | | Special Retirement Benefit(5) | — | — | — | 3,158,549 | | | Health and Welfare Benefits(6) | — | — | — | 106,974 | | | Perquisites(7) | — | — | — | 60,000 | | | Excise Tax and Gross-ups(8) | — | — | — | 7,410,591 | | | Total | $10,303,701 | $10,303,701 | $10,303,701 | $40,145,991 | | John M. Moreira | Cash Severance(1) | $— | $1,530,000 | $— | $3,060,000 | | | Annual Incentives(2) | — | — | — | 680,000 | | | Performance Shares(3) | 1,515,909 | 1,515,909 | 1,515,909 | 3,120,396 | | | RSUs(4) | 335,251 | 335,251 | 335,251 | 881,591 | | | Health and Welfare Benefits(6) | — | 22,097 | — | 44,195 | | | Total | $1,851,159 | $3,403,257 | $1,851,159 | $7,786,182 | | Paul W. Chodak III | Cash Severance(1) | $— | $1,530,000 | $— | $3,060,000 | | | Annual Incentives(2) | — | — | — | 680,000 | | | Performance Shares(3) | — | — | — | 2,736,518 | | | RSUs(4) | — | — | — | 1,256,639 | | | Health and Welfare Benefits(6) | — | 31,388 | — | 62,775 | | | Total | $— | $1,561,388 | $— | $7,795,932 | | Susan Sgroi | Cash Severance(1) | $— | $944,000 | $— | $1,888,000 | | | Annual Incentives(2) | — | — | — | 389,000 | | | Performance Shares(3) | — | — | — | 1,408,226 | | | RSUs(4) | — | — | — | 469,409 | | | Health and Welfare Benefits(6) | — | 1,634 | — | 3,268 | | | Total | $— | $945,634 | $— | $4,157,903 | | Gregory B. Butler | Cash Severance(1) | $— | $2,488,000 | $— | $3,732,000 | | | Annual Incentives(2) | — | — | — | 680,000 | | | Performance Shares(3) | 2,542,069 | 2,542,069 | 2,542,069 | 2,542,069 | | | RSUs(4) | 610,152 | 610,152 | 610,152 | 610,152 | | | Health and Welfare Benefits(6) | — | 47,824 | — | 71,736 | | | Perquisites(7) | — | 24,000 | — | 36,000 | | | Total | $3,152,221 | $5,712,045 | $3,152,221 | $7,671,958 |

  102. POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

    (1) For Involuntary Termination, Not for Cause: For Mr. Moreira, Mr. Chodak and Ms. Sgroi, represents a severance payment of the sum of base salary plus annual incentive award at target. For Mr. Butler, represents a severance payment of two-times the sum of base salary plus annual incentive award at target. For Mr. Nolan, 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. For Mr. Moreira, Mr. Chodak and Ms. Sgroi, 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. (2) For Termination Following a Change in Control: Represents target 2024 annual incentive awards as described in the Grants of Plan Based Awards Table. For Voluntary Termination, Involuntary Termination Not for Cause and Termination Upon Death or Disability for Mr. Butler, represents 100 percent of performance share awards under the 2022 – 2024, 2023 – 2025 and 2024 – 2026 Long Term Incentive Programs. For Voluntary Termination, Involuntary Termination Not For Cause, and Termination Upon Death or Disability for Messrs. Nolan and Moreira, represents 100 percent of the performance share awards under the 2022 – 2024 Long-Term Incentive Program, 67 percent of the performance share awards under the 2023 – 2025 Long-Term Incentive Program, and 33 percent of the performance share awards under the 2024 – 2026 Long-Term Incentive Program. The values were calculated by multiplying the number of performance shares by $57.43, the closing price of our common shares on December 31, 2024, 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, 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 2024, 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 $57.43, the closing price of our common shares on December 31, 2024, 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 2024, 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 2024 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 2024 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 of 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, Mr. Chodak and Ms. Sgroi 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 2024 (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 represent the value of continued health and welfare plan participation (three years for Mr. Nolan and two years for Mr. Moreira, Mr. Chodak and Ms. Sgroi. 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 Mr. Butler 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.

  103. 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 2024, we identified the median employee by reviewing the 2024 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, 2024. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2024. 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 2024. 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 2024 Summary Compensation Table. Mr. Nolan had 2024 total compensation of $13,578,154. Our median employee’s annual total compensation for 2024 was $142,220. Our 2024 Chief Executive Officer to median employee pay ratio is 95 to 1.

  104. 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 five 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 2024 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.

  105. 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 (GAAP) | Company Selected Measure (EPS Non-GAAP)(4) | | a | b | c | d | e | f | g | h | i | j | k | | 1 (2024) | 13,578,154 | 9,503,340 | | | 3,496,586 | 2,647,958 | 80 | 127 | 811.7 | 4.57 | | 2 (2023) | 18,885,577 | 7,429,247 | | | 2,936,041 | 1,135,182 | 82 | 107 | -442.2 | 4.34 | | 3 (2022) | 12,959,134 | 10,858,066 | | | 3,410,910 | 2,951,647 | 107 | 117 | 1,404.9 | 4.09 | | 4 (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 | | 5 (2020) | | | 14,575,276 | 14,062,876 | 5,002,344 | 3,960,432 | 105 | 99 | 1,205.2 | 3.64 |

  106. Pay Versus Performance

    (1) The PEOs for each year are as follows: a. 2024, 2023, 2022 and 2021 — Joseph R. Nolan, Jr. b.

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

    Analysis of the Information Presented in the Pay Versus Performance Table Overall, while we measure EPS on a recurring basis, the Committee took into consideration the loss on the sale of our offshore wind investments and the loss on the pending sale of the Aquarion water distribution business that had a 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 reduced the payout for the EPS-based goal in our 2024 annual incentive plan to 75 percent from an indicative payout in the range of 125 to 200 percent. 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.