16MAR201609205003 2020 ANNUAL MEETING OF … · 2020-03-26 · 16MAR201609205003 11MAR201914413679...

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2020 ANNUAL MEETING OF SHAREHOLDERSDear Fellow Shareholders:

On behalf of the Board of Trustees and employees of Eversource Energy, it is my pleasureto invite you to attend the May 6, 2020 Annual Meeting of Shareholders of EversourceEnergy.

2019 was overall the most successful year ever for Eversource. We continued to providesuperior electric, gas and water service to our customers, posted excellent returns for ourinvestors, expanded our development of clean energy projects and opportunities, andhave become a widely recognized industry leader in sustainability, clean energy and ESG.We also embarked upon a plan to be carbon neutral by 2030, the only U.S. utility that hasset such an ambitious goal. System reliability in 2019 was both top industry decile and ourbest year ever, and once again we produced superior results for our shareholders,exceeding our recurring earnings goal, continuing to grow our common dividend, andproducing a total shareholder return of 34.4 percent.

Through our 50/50 partnership, the Eversource/Ørsted joint venture has become America’s leading offshore winddeveloper. We are the leading provider of energy efficiency services in the U.S., and the partnerships we have forgedwith local organizations and communities continue to provide customer savings and reduce emissions. Our energystorage projects, electric vehicle charging stations and utility-owned solar installations will also contribute to thereduction of fossil fueled energy and its replacement with renewables.

Diversity and Inclusion and recognition of the value of our employees continues to be a focal point. Our D&ICouncils and Business Resource Groups are helping us to maintain a corporate culture where all employees feelwelcome and are therefore more engaged. Our 2019 employee pulse surveys confirm that. We provide our employeeswith good pay and benefits, the equipment and resources to enable them to do their work safely and efficiently, andthe development resources they deserve. Our employment practices have once again earned us a place in theBloomberg Gender-Equality Index, as well as the several other awards and recognitions that we highlight in this proxystatement and in our Annual Report.

We continue to work hand in hand with our local communities, providing both monetary contributions and thededicated help of our employee base. Our several signature community events have continued their successes, and weprovided over $18 million in donations and other support and our employees volunteered more than 37,000 hours in2019. I am proud of our long history of partnering with local and regional community organizations.

We are taking a leadership role in helping to fight climate change so that the people who live in our communities nowand those who will come after them will be able to prosper within a reclaimed environment. We will do this as a teamof 8,300 employees, all pulling in the same direction to benefit our investors, our customers and our communities.

Before closing, I want to recognize Sanford Cloud, Jr., our Lead Trustee, who will retire from the Board of Trusteeseffective on the date of our Annual Meeting. Sandy has been a great leader, cohort and friend, whose guidance andsupport have helped Eversource greatly over the past 20 years and me in particular over the eight years that I havehad the benefit of working with him. We are grateful for his exceptional service to the Board and the Company.

On behalf of your Board of Trustees, I thank you for your continued support of Eversource Energy.

Very truly yours,

James J. JudgeChairman, President and Chief Executive Officer

March 26, 2020

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Notice of AnnualMeeting of ShareholdersDATE: Wednesday, May 6, 2020TIME: 10:30 a.m.PLACE: Sheraton Boston Hotel, 39 Dalton Street, Boston,

Massachusetts 02199Business Items/Agenda

1. Elect the ten nominees named in the proxy statement as Trustees to hold office until the 2021 Annual Meeting.

2. Consider an advisory proposal approving the compensation of our Named Executive Officers.

3. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.

4. Consider other matters that may properly come before the meeting.

Adjournments and Postponements

The business items to be considered at the Annual Meeting may be considered at the meeting or following any adjournmentor postponement of the meeting.

Voting

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented at the meeting. Forspecific instructions on how to vote your shares, please refer to the section entitled ‘‘Questions and Answers About theAnnual Meeting and Voting’’ beginning on page 68. This Notice of Annual Meeting of Shareholders and our proxystatement are first being made available to shareholders on or about March 26, 2020.

Record Date and Meeting Attendance Information

You are entitled to attend and vote at the Annual Meeting or any adjournment or postponement if you were an EversourceEnergy shareholder at the close of business on March 11, 2020 or hold a valid proxy to vote at the Annual Meeting. Pleasebe prepared to present photo identification to be admitted to the meeting. If your shares are not registered in your name butare held in ‘‘street name’’ through a bank, broker or other nominee, and you plan to attend, please bring proof of ownership.

We hope to be able to hold our Annual Meeting in person as noted above. However, we are sensitive to the health and travelconcerns our shareholders may have due to COVID-19 and the protocols that federal, state and local governments mayimpose. We are closely monitoring statements by the World Health Organization and the Centers for Disease Control andPrevention, and it is likely that we will not be able to hold a live meeting. In the event we determine to or it is required that wenot hold our Annual Meeting in person, we will provide shareholders with notification of alternative arrangements for themeeting as promptly as practicable. This may include holding the Annual Meeting solely by means of remote communication.Please monitor our Annual Meeting website at www.eversource.com for updated information.

By Order of the Board of Trustees,

Richard J. MorrisonSecretary

March 26, 2020

Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be heldon May 6, 2020. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 6, 2020 and the 2019 AnnualReport are available on the Internet at www.envisionreports.com/ES

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TABLE OF CONTENTSINFORMATION SUMMARY 1

2019 PERFORMANCE HIGHLIGHTS 1

Corporate Governance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Executive Compensation Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

VOTING ITEMS AND BOARD RECOMMENDATIONS 3

INTRODUCTION 5

ITEM 1: ELECTION OF TRUSTEES 6

GOVERNANCE OF EVERSOURCE ENERGY 12

Board’s Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Selection of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Trustee Qualifications, Skills and Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Evaluation of Board and Board Refreshment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Board Committees and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Meetings of the Board and its Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Board’s Oversight of Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Cyber and Physical Security Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Eversource Sustainability/ESG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Shareholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Trustee Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25The Code of Ethics and the Code of Business Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Communications from Shareholders and Other Interest Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 27

COMMON SHARE OWNERSHIP OF TRUSTEES AND MANAGEMENT 28

TRUSTEE COMPENSATION 29

COMPENSATION DISCUSSION AND ANALYSIS 31

Summary of 2019 Accomplishments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Pay for Performance Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34Summary Compensation Table Versus Realized Pay Comparison — James J. Judge — CEO . . . . . . . . . . . . 34Executive Compensation Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Overview of our Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Market Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Mix of Compensation Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Results of Our 2019 Say-on-Pay Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Elements of 2019 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Risk Analysis of Executive Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392019 Annual Incentive Program Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

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Long-Term Incentive Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Clawbacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48No Hedging and No Pledging Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Share Ownership Guidelines and Retention Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Contractual Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Tax and Accounting Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Equity Grant Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

COMPENSATION COMMITTEE REPORT 51

EXECUTIVE COMPENSATION 52

Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Grants of Plan-Based Awards During 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Outstanding Equity Grants at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Option Exercises and Stock Vested in 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Pension Benefits in 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Nonqualified Deferred Compensation in 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 62

ITEM 3: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM 64

Relationship with Principal Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . 64Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

OTHER MATTERS 67

SHAREHOLDER PROPOSALS 67

2019 ANNUAL REPORT AND ANNUAL REPORT ON FORM 10-K 67

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 68

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Information SummaryThis summary highlights information contained A Notice of Internet Availability of Proxy Materials, ourelsewhere in this proxy statement. This is only a 2019 Annual Report, and a form of proxy or votingsummary, and we encourage you to review the entire instruction card are first being made available toproxy statement, as well as our 2019 Annual Report. shareholders on or about March 26, 2020.

Annual Meeting of ShareholdersTime and Date: 10:30 a.m., Eastern Time, on Wednesday, May 6, 2020

Location: Sheraton Boston Hotel39 Dalton Street, Boston, Massachusetts

Record Date: March 11, 2020

2019 Performance HighlightsWe achieved superior financial, operational and ESG performance results in 2019. The following are brief summariesof some of our most important accomplishments. Please also refer to ‘‘Summary of 2019 Accomplishments’’ found onpage 31 of this proxy statement.

Financial Operational Sustainability/ESG

•2019 earnings per share equaled •On average, 2019 customer power •The energy efficiency, offshore$2.81 per share, and non-GAAP interruptions were 21.6 months wind, large-scale solar installation,earnings per share equaled $3.45, apart, and average service battery storage and electric vehiclewhich excludes an impairment restoration time was 59.2 minutes; infrastructure programs andcharge of $0.64 per share relating to this performance was our best ever initiatives we describe in this proxythe Northern Pass Transmission and ranks us in the top decile of the statement have significantlyProject. industry. advanced our long-term strategy of

being a clean energy leader.•Our Board of Trustees increased •We met our 2019 established goal inthe annual dividend rate by safety performance and exceeded •Our 2020 Trustee nominees include5.9 percent for 2019 to $2.14 per the response to gas service calls eight who have served on the Boardshare, exceeding the Edison goal. for eight or fewer years and fourElectric Institute (EEI) Index who are women and/or persons of•We achieved several constructivecompanies’ median dividend growth color.regulatory outcomes at both therate of 5.1 percent. state and federal levels. •We were recognized by a significant

•Our Total Shareholder Return in number of organizations for our•We continued to advance our2019 was 34.4 percent, compared to leadership in energy efficiency,transformation of the customer25.8 percent for the EEI Index workplace diversity, investorexperience with a new mobilecompanies. relations, corporate governance,application, improved accuracy of sustainability and ESG.•We continue to substantially restoration time estimates andadvance our clean energy financial further increases in customer digital •We increased the support of ouropportunities through the engagement. communities through our corporateexpansion of our offshore wind philanthropy and employeeenergy partnership with Ørsted. volunteer programs.

•Our Standard & Poor’s credit ratingis A-. There is no other utility in theEEI Index with a higher creditrating.

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INFORMATION SUMMARY

Corporate Governance HighlightsWe maintain effective corporate governance standards:

•All Trustees are elected annually and by a majority vote •We conduct annual Board and Committeeof the common shares issued and outstanding. self-assessments and other Board refreshment actions.

•All of the nominees are independent other than the •We have a Lead Trustee and hold at least threeChief Executive Officer. Independent Trustee meetings every year.

•We adopted a proxy access provision in 2018. •We have an ongoing, mature shareholder engagementprogram.•Each of our Trustees attended at least 75 percent of the

aggregate number of Board and Committee meetings •Our shareholders have the right to call a specialduring 2019. meeting upon the request of the holders of 10 percent

of the Company’s outstanding shares.•We require that Trustees retire at the Annual Meetingfollowing the Trustee’s 75th birthday.

Executive Compensation Highlights

What we DO: What we DON’T do:

� Pay for Performance. ✕ No tax gross-ups in any new or materially amendedexecutive compensation agreements.

� Share ownership and holding guidelines.✕ No hedging, pledging or similar transactions by

� Balanced incentive metrics. executives and Trustees.� Delivery of the majority of incentive compensation

✕ No liberal share recycling.opportunity in long-term equity.✕ No dividends on equity awards before vesting.

� Broad financial and personal misconduct clawbackpolicy relating to incentive compensation. ✕ No discounts or repricing of options or stock

appreciation rights.� Double-trigger change in control vesting provisions.

✕ No change in control agreements since 2010.� Shareholder engagement meetings throughout the

year between management and our shareholdersthat discuss compensation governance.

� 100 percent of long-term incentive compensationpaid in equity.

� Independent compensation consultant.

� Annual Say-on-Pay vote.

� Payout limitations on incentive awards.

� Limited executive and Trustee trading window.

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INFORMATION SUMMARY

Voting Items and Board Recommendations

2020 Business Items

The Board of Trustees of Eversource Energy is asking you to vote on three items:

Item 1 — Election of Trustees

The Board has nominated ten Trustees, nine of whom nominees was elected to the Board by at least 88 percentare independent, for re-election to our Board of of the shares voted at the 2019 Annual Meeting. TheTrustees. David H. Long was elected to the Board by the following table provides summary information aboutTrustees effective May 1, 2019. Each of the other each nominee:

Board Committees

Trustee CorporateTrustee Age Since Independent Audit Compensation Governance Executive Finance

Cotton M. Cleveland 67 1992 Y M MJames S. DiStasio 72 2012 Y M M CFrancis A. Doyle 71 2012 Y C M MLinda Dorcena Forry 46 2018 Y M MJames J. Judge 64 2016 N CJohn Y. Kim 59 2018 Y M MKenneth R. Leibler 71 2006 Y M MDavid H. Long 59 2019 Y M MWilliam C. Van Faasen 71 2012 Y M C MFrederica M. Williams 61 2012 Y M M

C: Committee ChairM: Committee Member

Board Composition

Of our ten nominees, nine are independent, eight have ‘‘Trustee Qualifications, Skills and Experience’’ andserved on the Board for eight or fewer years and four are ‘‘Evaluation of Board and Board Refreshment’’women and/or persons of color. Please see the sections beginning on page 6.marked ‘‘Election of Trustees,’’ ‘‘Selection of Trustees,’’

Item 2 — Advisory Vote to Approve the Compensation of our Named ExecutiveOfficers

We are asking shareholders to approve the industry over both the short and long term. Our Board iscompensation of the Company’s Named Executive committed to executive compensation programs thatOfficers, as disclosed pursuant to the compensation reflect market-based incentive compensation and thatdisclosure rules of the Securities and Exchange align the interests of our executives with those of ourCommission (SEC). As noted in the Summary of 2019 shareholders, and we believe that the compensation paidAccomplishments and elsewhere in this proxy statement, to our Named Executive Officers in 2019 reflects thatwe achieved superior financial and operating alignment between pay and performance. Please seeperformance results in 2019, and our total shareholder pages 62 - 63.return continues to consistently outperform the utility


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INFORMATION SUMMARY

Item 3 — Ratify the Selection of the Independent Registered Public AccountingFirm for 2020

Our Audit Committee has selected Deloitte &The Board of Trustees recommends thatTouche LLP to serve as our independent registered

public accounting firm for the year ending December 31, shareholders vote FOR Items 1, 2 and 3.2020. The Board is seeking shareholder ratification ofthis selection. Please see pages 64 - 66.


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Proxy Statement

Annual Meeting of ShareholdersMay 6, 2020Introduction

We are furnishing this proxy statement in connection ‘‘AGAINST’’ a nominee or item or you may abstain fromwith the solicitation of proxies by the Board of Trustees voting on the item.of Eversource Energy for use at the Annual Meeting of If you submit a signed proxy card without anyShareholders (the Annual Meeting). We are holding the instructions, the proxies will vote your common sharesAnnual Meeting on Wednesday, May 6, 2020, at consistent with the recommendations of our Board of10:30 a.m., at the Sheraton Boston Hotel, 39 Dalton Trustees as stated in this proxy statement and in theStreet, Boston, Massachusetts 02199. Notice of Internet Availability of Proxy Materials. If anyWe have provided our shareholders a Notice of Internet other matters are properly presented at the AnnualAvailability of our proxy materials or paper copy with Meeting for consideration, the proxies will haveinstructions on how to access our proxy materials online discretion to vote your common shares on those matters.and how to vote. We will continue to provide printed As of the date of this proxy statement, we did not knowmaterials to those shareholders who have requested of any other matters to be presented at the Annualthem. If you are a record holder and would like to Meeting.change the method of delivery of your proxy materials, Only holders of common shares of record at the close ofplease contact our transfer agent, Computershare business on March 11, 2020 (the record date) areInvestor Services, P. O. Box 505005, Louisville, Kentucky entitled to receive notice of and to vote at the Annual40233-5005; toll free: 800-999-7269; or at Meeting or any adjournment thereof. On the recordwww.computershare.com/investors. You may do the date, there were 33,303 holders of record andsame as a beneficial owner by contacting the bank, 330,332,184 common shares outstanding and entitled tobroker, or other nominee where your shares are held. vote. You are entitled to one vote on each matter to beWe are making this proxy statement available to solicit voted on at the Annual Meeting for each common shareyour proxy to vote on the matters presented at the that you held on the record date.Annual Meeting. Our Board requests that you submit The principal office of Eversource Energy is located atyour proxy by the Internet, telephone, or mail so that 300 Cadwell Drive, Springfield, Massachusetts 01104.your shares will be represented and voted at our Annual The general offices of Eversource Energy are located atMeeting. The proxies will vote your common shares as 800 Boylston Street, Boston, Massachusetts 02199 andyou direct. For each item, you may vote ‘‘FOR’’ or 56 Prospect Street, Hartford, Connecticut 06103-2818.


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Item 1: Election of Trustees

Our Board of Trustees oversees the business affairs and to serve as a Trustee. Please see the Trustees’management of Eversource Energy. The Board currently biographies below and the sections captioned ‘‘Selectionconsists of eleven Trustees, only one of whom, James J. of Trustees,’’ ‘‘Trustee Qualifications, Skills andJudge, our Chairman, President and Chief Executive Experience’’ and ‘‘Evaluation of the Board and BoardOfficer, is a member of management. Refreshment’’ beginning on page 12. Each nominee has

indicated to our Lead Trustee that they will stand forThe Board has nominated ten Trustees for re-election at election and will serve as a Trustee if elected. Thethe Annual Meeting to hold office until the next Annual affirmative vote of the holders of a majority of theMeeting or otherwise until the succeeding Board of common shares outstanding as of the record date will beTrustees has been elected and until at least a majority of required to elect each nominee. This means that eachthe succeeding Board is qualified to act. Sanford Cloud, nominee must receive the affirmative vote of the holdersJr. is retiring from the Board effective on the date of the of more than 50 percent of the total common sharesAnnual Meeting. The number of Trustees was last set at outstanding. You may either vote ‘‘FOR’’ or14; this provides the Board with flexibility to add ‘‘AGAINST’’ all, some, or none of the Trustees, or youTrustees when appropriate. Shareholders may vote for may abstain from voting. Broker non-votes andup to ten nominees. Unless you specify otherwise, we abstentions will be counted in the determination of awill vote the enclosed proxy to elect the ten nominees quorum and will have the same effect as a vote against anamed on pages 7 - 11 as Trustees. nominee.We describe on the following pages each nominee’sname, age, and date first elected as a Trustee, The Board of Trustees recommends thatCommittees served on, and a brief summary of the shareholders vote FOR the election of thenominee’s business experience, including the nominee’s nominees listed below.particular qualifications, skills and experience that ledthe Board to conclude that the nominee should continue


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ITEM 1: ELECTION OF TRUSTEES

Cotton M. Cleveland James S. DiStasio

Age: 67 Age: 72Trustee since 1992 Trustee since 2012Committees: Finance and Committees: Compensation,Corporate Governance Executive and Finance

BACKGROUND BACKGROUND

Ms. Cleveland is President Mr. DiStasio served asof Mather Associates, a firm Senior Vice Chairman andspecializing in leadership Americas Chief Operatingand organizational Officer at Ernst & Young, adevelopment for business, registered public accountingpublic and nonprofit firm, from 2003 until hisorganizations. She is a retirement in 2007.

member of the Advisory Board of Directors of Main Mr. DiStasio joined Ernst & Young in 1969 and becameStreet America Holdings, Inc., a director of Ledyard a partner in 1977. He served as a director of EMCNational Bank, and was the founding Executive Director Corporation from 2010 until its sale to Dellof the state-wide Leadership New Hampshire program. Technologies, Inc. in 2016. He has served as a director ofShe has served on the Board of Directors of the Bank of the United Way of Massachusetts Bay and MerrimackIreland and as Interim President and Chief Executive Valley and as trustee of each of Catholic Charities ofOfficer of the New Hampshire Women’s Foundation. Boston, the Boston Public Library Foundation and theMs. Cleveland has also served as Chair, Vice Chair and a Wang Center for the Performing Arts. Mr. DiStasiomember of the Board of Trustees of the University received a B.S. degree in Accounting from the UniversitySystem of New Hampshire, as Co-Chair of the of Illinois at Chicago.Governor’s Commission on New Hampshire in the21st Century, and as an incorporator for the New QUALIFICATIONS, SKILLS AND EXPERIENCEHampshire Charitable Foundation. Ms. Cleveland

Mr. DiStasio has significant experience overseeing thereceived a B.S. degree magna cum laude from theaccounting and financial reporting processes of majorUniversity of New Hampshire, Whittemore School ofpublic companies, derived from his service as a seniorBusiness and Economics. She is a certified andexecutive at one of the largest public accounting firms inpracticing Court Appointed Special Advocate/Guardianthe world. In his position as Senior Vice Chairman andad Litem (CASA/GAL) volunteer for abused andAmericas Chief Operating Officer, Mr. DiStasio alsoneglected children.acquired important management and leadership skillsthat provide additional value and support to the Board.QUALIFICATIONS, SKILLS AND EXPERIENCEHe has served on several boards of for-profit and

Ms. Cleveland founded and serves as President of her non-profit companies and their committees. Based onown consulting firm. She has experience serving on the these qualifications, skills and experience, the Board ofboards of directors of numerous companies. She also Trustees determined that Mr. DiStasio should continuebenefits from her policy-making level experience in to serve as a Trustee.education at the university level as the Chair, Vice Chairand member of the Board of Trustees of the UniversitySystem of New Hampshire. In addition, she has policy-making level experience in financial and capital marketsas a result of her service as a director of LedyardNational Bank and Bank of Ireland. Her ties to the Stateof New Hampshire also provide the Board with valuableperspective. Based on these qualifications, skills andexperience, the Board of Trustees determined thatMs. Cleveland should continue to serve as a Trustee.


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Francis A. Doyle Linda Dorcena Forry

Age: 71 Age: 46Trustee since 2012 Trustee since 2018Committees: Audit, Committees: CorporateCorporate Governance and Governance and FinanceExecutive

BACKGROUND

BACKGROUND Ms. Forry has served as VicePresident of Diversity,Mr. Doyle is the ChairmanInclusion and Communityand Chief Executive OfficerRelations, Northeastof Connell LimitedRegion, of SuffolkPartnership, where he hasConstruction since 2018.served as CEO since 2001 andMs. Forry served in thewhose businesses haveMassachusetts House ofproduced parts for the

Representatives from 2005 to 2013 and Massachusettsautomotive, power, mining, appliance, farm equipment andSenate from 2014 to 2018, where she was appointedsupply machinery to the warehouse automation and medicalAssistant Majority Whip in 2017. She also served on theand food packaging industries. Prior to 2001, he was ViceExecutive Staff of the Department of NeighborhoodChairman of PricewaterhouseCoopers LLP, where he wasDevelopment for the City of Boston and as a LegislativeGlobal Technology Leader and a member of the firm’sAssistant for the Massachusetts State Legislature.Global Leadership Team, having served in various capacitiesMs. Forry serves on numerous boards and civicduring his 29 years with the firm, including Office andorganizations, including the Edward M. KennedyRegional Managing Partner, Mergers & AcquisitionInstitute, John F. Kennedy Library Advisory Board,Managing Partner and Engagement Partner on significantRappaport Institute for Greater Boston at the Harvardpublicly traded companies. He has served as lead directorKennedy School of Government, Boys and Girls Club ofand chairman of the audit committee and a member of theDorchester, and the Institute of Justice and Democracyexecutive and compensation committees of Tempur Sealyin Haiti. Ms. Forry received her B.A. degree fromInternational, Inc. He is a member of the Board and hasBoston College Carroll School of Management in 1998served as chairman of the audit committee and a member ofand her M.P.A. from Harvard University’s Kennedythe executive committee, and is a current member of theSchool of Government in 2014.audit, nominating and governance, investment, and joint risk

and audit committees of Liberty Mutual Holding QUALIFICATIONS, SKILLS AND EXPERIENCECompany, Inc. Mr. Doyle has also served as a director of

As Vice President of Diversity, Inclusion andCitizens Financial Group, where he was a member of theCommunity Relations at Suffolk Construction, Ms. Forryexecutive committee and chaired the compensationprovides her company with tools by which it can increasecommittee, as a trustee of the Joslin Diabetes Center, wherediversity and inclusion and maintain excellent relationshe chaired the finance committee, and as a trustee ofbetween Suffolk Construction and the NortheastBoston College. Mr. Doyle is a certified public accountantcommunity. Ms. Forry also has significant policy-makingand holds a B.S. degree and an M.B.A. degree from Bostonlevel experience from her tenure in state and localCollege.government in Massachusetts. She also has experienceserving on the boards of directors of several non-profitQUALIFICATIONS, SKILLS AND EXPERIENCEboards. Her experience and expertise provide the BoardMr. Doyle has significant mergers and acquisition, financial, and the Company with insight into how Eversource canaccounting, financial reporting and technology risk continue its important work in furthering diversity andmanagement experience and an in-depth understanding of inclusion in Eversource’s workplace and maintaining afinance and capital markets derived through his years at close relationship with our customer communities. BasedPricewaterhouseCoopers LLP. He also has extensive senior on these qualifications, skills and experience, the Boardmanagement experience as the Chief Executive Officer of a of Trustees determined that Ms. Forry should continueglobal industrial company. Mr. Doyle has served on the to serve as a Trustee.boards of directors of public and private companies and on

various committees of those boards. Based on thesequalifications, skills and experience, the Board of Trusteesdetermined that Mr. Doyle should continue to serve as aTrustee.


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James J. Judge John Y. Kim

Age: 64 Age: 59Trustee since 2016 Trustee since 2018Committee: Executive Committees: Audit and

CompensationBACKGROUND

BACKGROUNDMr. Judge is Chairman,

Mr. Kim is ManagingPresident and ChiefPartner of Brewer LaneExecutive Officer ofVentures, LLC. Mr. KimEversource Energy. He alsohad served as President ofis Chairman and a directorNew York Life Insuranceof The Connecticut LightCompany from 2015 untiland Power Company,his retirement in 2018 andNSTAR Electric Company,

also served in a variety of other management positions atNSTAR Gas Company, Public Service Company of NewNew York Life, including as the company’s ChiefHampshire, Yankee Gas Services Company andInvestment Officer. Mr. Kim serves on the board ofEversource Aquarion Holdings, Inc. Previously,three private companies: Ladder Financial Inc.,Mr. Judge was Executive Vice President and ChiefSocotra, Inc. and Avibra, Inc. He has served as the viceFinancial Officer of Eversource Energy, and Executivechair of the Connecticut Business and IndustryVice President, Chief Financial Officer and a director ofAssociation, as a member of the MetroHartfordThe Connecticut Light and Power Company, NSTARAlliance, Inc. and as chairman of the University ofElectric Company, NSTAR Gas Company, PublicConnecticut Foundation. He has also been active withService Company of New Hampshire and Yankee Gasthe Greater Hartford Arts Council, The Hartford StageServices Company from April 2012 until May 2016.Company, and the Connecticut Opera Association.Mr. Judge served as a director of Analogic CorporationMr. Kim received his B.A. degree from the University ofbeginning in 2005 and as chairman of its auditMichigan in 1983 and his M.B.A. degree from thecommittee until Analogic Corporation’s sale in 2018. HeUniversity of Connecticut in 1987.serves on the Board of Directors of the Edison Electric

Institute, the Massachusetts Competitive PartnershipQUALIFICATIONS, SKILLS AND EXPERIENCEand the John F. Kennedy Library Foundation. He has

also served on the Board of Directors of the United Way Mr. Kim has more than 30 years of experience in theof Massachusetts Bay and Merrimack Valley. Mr. Judge financial services area. His varied and comprehensivereceived both a B.S. degree magna cum laude and an accounting, financial, technology risk and financialM.B.A. degree magna cum laude from Babson College. reporting experience acquired at several nationally

known insurance companies, including New York LifeQUALIFICATIONS, SKILLS AND EXPERIENCE Insurance Company, Prudential Retirement, CIGNA

Retirement and Investment Services and Aetna, andMr. Judge is Chairman, President and Chief Executiveprovides the Board and its Committees with valuableOfficer. His extensive experience in the energy industryinsight and perspective. He also is closely associated withand diverse financial and management skills provide theseveral important Connecticut business and non-profitnecessary background to lead the Company. He is angroups and is an experienced public company director.experienced public company director and auditBased on these qualifications, skills and experience, thecommittee chair. He also serves our customerBoard of Trustees determined that Mr. Kim shouldcommunity through his service on and work with manycontinue to serve as a Trustee.non-profit boards. Mr. Judge represents management on

the Board as the sole management Trustee. Sincebecoming Chief Executive Officer and then Chairman,he has continued the Company’s financial andoperational success and has positioned Eversource as anational clean energy leader. Based on thesequalifications, skills and experience, the Board ofTrustees determined that Mr. Judge should continue toserve as a Trustee.


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Kenneth R. Leibler David H. Long

Age: 71 Age: 59Trustee since 2006 Trustee since 2019Committees: Audit and Committees: CompensationFinance and Corporate Governance

BACKGROUND BACKGROUND

Mr. Leibler currently serves Mr. Long serves as theas Chairman of the Board of Chairman, President, ChiefThe Putnam Mutual Funds. Executive Officer and aHe has served as a trustee of Director of Liberty MutualThe Putnam Mutual Funds Holding Company, Inc. Hesince 2006 and served as was elected President and aVice Chairman from Director of Liberty Mutual

2016 - 2018. He serves as Trustee Emeritus of Beth Israel Holding Company, Inc. in 2010, became Chief ExecutiveDeaconess Medical Center and has served as both a Officer in 2011 and was elected Chairman in 2013. Hetrustee and as vice chairman of Beth Israel Medical serves on numerous boards and civic organizations,Center. He is a founding partner of the Boston Options including Hartwick College, Massachusetts GeneralExchange and served as its chairman. He is a past vice Hospital, Massachusetts General Hospital’s President’schairman of the Board of Directors of ISO New Council, Ford’s Theatre, Massachusetts CompetitiveEngland, Inc., the independent operator of New Partnership, Board of Governors for the Boston CollegeEngland’s bulk electric transmission system. He has also Chief Executives Club of Boston, MIT President’s CEOserved as the Chairman and CEO of the Boston Stock Advisory Board, Greater Boston Chamber ofExchange, as President, Chief Operating Officer and Commerce, Jobs for Massachusetts, Inc., TamarackChief Financial Officer of the American Stock Exchange Technologies and Chairman of Massachusetts Generaland as a director of The Ruder Finn Group. Mr. Leibler Hospital’s annual fundraiser, Aspire, which providesreceived a B.A. degree magna cum laude from Syracuse social services and development opportunities forUniversity. children and young adults on the Autism spectrum.

Mr. Long received his B.A. degree from HartwickQUALIFICATIONS, SKILLS AND EXPERIENCE College in 1983 and his M.S. in finance from Boston

College in 1989 and was awarded an honorary doctorateMr. Leibler has considerable senior executive level degree from Hartwick College in 2014.experience in business and management, includingexperience in financial markets and risk assessment, as

QUALIFICATIONS, SKILLS AND EXPERIENCEthe former Chairman of the Boston Options Exchange,former Chairman and CEO of the Boston Stock Mr. Long has over 35 years of experience in the financialExchange, and former President, Chief Operating services area. His comprehensive accounting, financialOfficer and Chief Financial Officer of the American and financial reporting experience acquired in aStock Exchange, as well as through his current service as regulated industry at Liberty Mutual HoldingChairman of the Board of The Putnam Mutual Funds, Company, Inc. provides the Board and its Committeeswhere he serves on the contract, executive, nominating with valuable insight and perspective. Mr. Long alsoand investment oversight committees. He also has acquired important management and leadership skillspolicy-making level experience in the electric utility that provide additional value and support to the Board.industry through his service as the Vice Chairman of ISO He serves on numerous boards of for-profit andNew England. Based on these qualifications, skills and non-profit companies and their committees. Based onexperience, the Board of Trustees determined that these qualifications, skills and experience, the Board ofMr. Leibler should continue to serve as a Trustee. Trustees determined that Mr. Long should continue to

serve as a Trustee.


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William C. Van Faasen Frederica M. Williams

Age: 71 Age: 61Trustee since 2012 Trustee since 2012Committees: Audit, Committees: Audit andCompensation and Executive Finance

BACKGROUNDBACKGROUND

Ms. Williams has served asMr. Van Faasen served asPresident and ChiefChief Executive Officer ofExecutive Officer ofBlue Cross Blue Shield ofWhittier Street HealthMassachusetts, Inc.Center in Boston, an urban(BCBSMA), a health carecommunity health careservices provider, from 1992facility serving residents ofuntil his retirement in 2007.

Boston and surrounding communities, since 2002. PriorHe is Chairman Emeritus of BCBSMA and also servedto joining Whittier Street Health Center, she served asas interim Chief Executive Officer in 2010. He hasthe Senior Vice President of Administration and Financeserved as a director of Liberty Mutual Holdingand Chief Financial Officer of the Dimock Center, aCompany, Inc. since 2002 and as Lead Director sincelarge health care and human services facility in Boston.April 2012, and has served as a Director of AcreageMs. Williams is a member of the Board of Trustees ofHoldings, Inc. since 2018. He has served as a director ofDana Farber Cancer Institute, the Massachusetts LeagueIMS Health, Inc. and as Lead Director and as a directorof Community Health Centers and Boston Health Net.of PolyMedica Corporation. He is an honorary directorShe is a Fellow of the National Association of Corporateof the Greater Boston Chamber of Commerce andDirectors, a member of the Massachusetts Women’spreviously served as a director of the United Way ofForum, International Women’s Forum, and WomenMassachusetts Bay and Merrimack Valley. Mr. VanBusiness Leaders of the U.S. Health Care IndustryFaasen received a B.A. degree from Hope College andFoundation. Ms. Williams attended the London Schoolan M.B.A. degree from Michigan State University.of Accountancy, passed the examinations of the Instituteof Chartered Secretaries and Financial AdministratorsQUALIFICATIONS, SKILLS AND EXPERIENCE(United Kingdom) (ICSA) and of the Institute of

Mr. Van Faasen brings to the Board extensive Administrative Management (United Kingdom) withmanagement, leadership and financial experience distinction, and was elected a Fellow of the ICSA inderived from leading a large company in a regulated 2000. She obtained a graduate certificate inindustry. He also brings in-depth experience from his Administration and Management from the Harvardservice as a director of several public companies, University Extension School and an M.B.A. degree withincluding service as a lead director and on board a concentration in Finance from Anna Maria College incommittees, and has also served on area non-profit Paxton, Massachusetts.boards, all of which continue to provide the Board withvaluable knowledge and insight. Based on these QUALIFICATIONS, SKILLS AND EXPERIENCEqualifications, skills and experience, the Board of

Ms. Williams has more than 20 years of experience in aTrustees determined that Mr. Van Faasen shouldregulated industry, and has served as the President andcontinue to serve as a Trustee.Chief Executive Officer of Whittier Street HealthCenter, a national model for providing equitable accessto high quality and cost-effective health care, for morethan fifteen years. This service has provided her with abroad base of financial, leadership, management andcommunity experience and skills. She also has significantexperience serving on several non-profit boards. Basedon these qualifications, skills and experience, the Boardof Trustees determined that Ms. Williams shouldcontinue to serve as a Trustee.


12

Governance of Eversource EnergyBoard’s Leadership Structure

James J. Judge is our Chairman, President and Chief the Board members; participates with the CompensationExecutive Officer. Sanford Cloud, Jr. serves as our Lead Committee in its evaluation of the Chief ExecutiveTrustee. Officer; and provides ongoing information to the Chief

Executive Officer about his or her performance. He alsoAs Lead Trustee, Mr. Cloud presides at executive attends all Committee meetings. Following Mr. Cloud’ssessions of the independent Trustees; facilitates retirement from the Board, the Board of Trustees willcommunication between the Chief Executive Officer and appoint a new Lead Trustee at its May 6, 2020 meeting.

Selection of Trustees

This section and the next two sections discuss how we As part of the annual nomination process, the Corporateselect individuals to become Trustees and how we Governance Committee reviews the independence,continually ensure that we have a fully-qualified, qualifications, skills and experience of each nominee foreffective and diverse Board. Trustee and reports its findings to the Board. At its

February 5, 2020 meeting, the Corporate GovernanceAs set forth in its charter, it is the responsibility of the Committee and the Board of Trustees determined thatCorporate Governance Committee to identify each Trustee (except for our Chief Executive Officer) isindividuals qualified to become a Trustee and to independent, that each Trustee possesses the highestrecommend to the Board a slate of Trustee candidates to personal and professional ethics, integrity and values,be submitted to a vote of our shareholders at the Annual and that each Trustee remains committed toMeeting of Shareholders. The Committee has from time representing the long-term interests of our shareholders.to time retained the services of a third party executive The Committee’s review also focused on each Trustee’ssearch firm to assist it in identifying and evaluating such experience at policy-making levels in business,individuals. government, education, community and charitableAs provided in our Corporate Governance Guidelines, organizations, and other areas relevant to our businessthe Corporate Governance Committee seeks nominees activities, as described below. Based on this review, thewith the following qualifications: Committee advised the Board on February 5, 2020 that

each of the Trustees was qualified to serve on the Boardunder the Corporate Governance Guidelines.Trustees should possess the highest personal and

professional ethics, integrity and values, and be The Corporate Governance Committee and the Boardcommitted to representing the long-term interests of annually review the skills and qualifications that theyour shareholders. They must also have an inquisitive determine are necessary for the proper oversight of theand objective perspective, practical wisdom and Company by the Trustees in furtherance of theirmature judgment. The Board should represent fiduciary duties. The Committee and the Board remaindiverse experience at policy-making levels in focused on ensuring that the individual and collectivebusiness, government, education, community and abilities of the Trustees continue to meet the changingcharitable organizations, as well as areas that are needs of the Company and its constituencies. The Boardrelevant to our business activities. The Corporate is committed to nominating individuals who satisfy theGovernance Committee also seeks diversity in applicable criteria for outstanding service to ourgender, ethnicity and personal background when Company and who together comprise the appropriateconsidering Trustee candidates. and diverse Board composition in light of evolving

business demands. The Board evaluates the effectivenessApplying these criteria and those noted elsewhere in this of each Trustee in contributing to the Board’s work andproxy statement, the Corporate Governance Committee the potential contributions of each new nominee.considers Trustee candidates suggested by its membersas well as by management and shareholders.


13

GOVERNANCE OF EVERSOURCE ENERGY

Trustee Qualifications, Skills and Experience

Eversource Energy is a holding company with electric, Diversity. The Corporate Governance Committee andgas and water utility subsidiaries that provide service to the Board of Trustees seek diversity in gender, ethnicitycustomers in Connecticut, Massachusetts and New and personal background when considering TrusteeHampshire. The Company is a leader in enabling the candidates. Diverse thoughts and views emanating fromdevelopment of clean energy. Combined with our different backgrounds, life experiences, gender and race,successful and effective energy efficiency programs, the career experiences and skills are critical to aCompany is positioned at the forefront in the fight well-functioning Board and essential to embracingagainst climate change. We stress great reliability and opportunities and confronting challenges in the future.customer service for our customers, solid financial To ensure the success of our business strategy, the Boardperformance for our shareholders, a safe, respectful of Trustees strives to identify and pursue Trusteeworkplace for our employees that provides good wages candidates with diverse skills, knowledge, backgroundsand benefits, and continuous involvement with and and experience that complement the skills, knowledgesupport of our communities. Eversource has set a goal to and experience of our current Trustees. Our Board isbe carbon neutral by 2030. To help us establish this we now one of the most diverse in the industry. Of ourseek Trustees with both overall skills and experience and existing Board members, three are women, three aresome that are specialized. We describe here and African-American, and one is Asian-American.elsewhere the qualifications, skills and experience that

Risk Management Experience. Assessing and managingwe feel are necessary and that our Trustees possess.risk in a rapidly changing clean energy environment is

Set forth below is a list of the qualifications, skills and critical to our success. Several of our Trustees haveexperience we seek, followed by a description noting served in leadership positions and have the experiencehow these qualifications, skills and experience are to understand and evaluate the most significant risks weparticularly important to our Board: face and the experience and leadership to provide

effective oversight of risk management processes.Regulatory Experience. Each of our utility subsidiaries isregulated in virtually all aspects of its business by various Finance Experience. The vast majority of our ongoingfederal and state agencies, including the SEC, the capital program is expected to be funded through cashFederal Energy Regulatory Commission, and various flows provided by operating activities, as well as newstate and/or local regulatory authorities with jurisdiction debt issuances and, less frequently, equity issuances. Asover the industry and the service areas in which we a result, the Board highly values the policy-making leveloperate. Accordingly, the Board values the policy- experience and understanding of capital and financialmaking level experience in a heavily regulated industry markets, accounting and financial reporting, and creditthat several of our Trustees possess. markets, that many of our Trustees have acquired.

Accounting Experience. As a publicly-traded electric, gas Community and Charitable Organization Involvement. Publicand water holding company whose companies are utility companies have a unique position and role in thesubject to substantial federal, state and accounting communities they serve beyond that of most corporations.industry rules, it is especially important that the Board The Board supports and encourages communityhave significant accounting experience. Several of our involvement and development, and philanthropic goals andTrustees are career accounting and financial executives activities. The Eversource Energy Foundation, Inc. waswho provide us with superior strength in the Board’s established in 1998 to focus on our community investmentsoversight of this important element of the Board’s and to provide grants to our non-profit communityresponsibilities. partners. Consistent with our business strategy and core

values, the Foundation invests primarily in projects thatSenior Executive and Director Experience. Many of our address issues of economic and community developmentTrustees serve or have served as senior executives or and the environment. Each Trustee has experience in onedirectors of other companies, providing us with unique or more community or charitable organizations. Weinsights. These individuals possess extraordinary leadership operate New England’s largest energy delivery system inqualities as well as the ability to identify and develop those three different states. Because a majority of our Trusteesqualities in others. They demonstrate a practical also reside in our service territory, they not only have tiesunderstanding of organizations, processes, long-term to local communities, but they understand our customers’strategic planning, risk management and corporate needs.governance, and know how to drive change and growth.


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Our Board’s Qualifications, Skills and Experience Independence, Tenure and Diversity

Of our ten nominees, nine are independent, eight haveserved on the Board for eight or fewer years, and fourare women and/or persons of color. We believe that themix of longer tenured Trustees and recently electedTrustees provides for the kind of balance thatcontributes to the overall effectiveness of the Board.

Independence

Regulatory60%

80%

40%70%

80%

100%

100%

90%

Senior Executive

Diversity

Risk Management

Finance

Education

Community Ties

Accounting

Independent

Non-Independent

Tenure

≤8 Years

>10 years

Diversity

Non-Diverse

Diverse


15


Evaluation of Board and Board Refreshment

The Corporate Governance Committee annually reviews self-evaluation process. In addition to the Committeeand evaluates the performance of the Board of Trustees, reviews and the annual self-evaluations conducted by theBoard Committees and individual Board Members. The Committee and the Board, the Committee and theCommittee periodically assesses the Board’s Board also annually review the independence,contribution as a whole and identifies areas in which the performance and qualifications of each Trustee prior toBoard or senior management believes a better nominations being made for an additional term. Thesecontribution may be made. The Committee also reviews reviews are discussed by the Committee, following whichthe attributes and skills of the Board Members as a way it makes recommendations to the Board regardingto refresh and continually ensure that the Board has the nominees for election as Trustees.proper mix of skills. The Board and each of the Shareholders who desire to suggest potential candidatesCommittees, other than the Executive Committee, also for membership on the Board of Trustees may addressconduct annual performance self-evaluations to increase such information, in writing, to our Secretary at thethe effectiveness of the Board and its Committees; the mailing address set forth on page 67 of this proxyresults of these are reviewed and discussed with the statement. The communication must identify the writerBoard. Our self-evaluation program includes the as a shareholder of the Company and provide sufficientcompletion of Board and Committee questionnaires, detail about the nominee for the Corporate Governanceinterviews by the Lead Trustee with each Board member, Committee to consider the individual’s qualifications.and discussions by the Board and each Committee of Our Declaration of Trust also provides for proxy access.any issues raised by our Board Members during the


16


Board Committees and Responsibilities

The Board of Trustees has five standing committees, at www.eversource.com/content/ema-c/about/investors/described below. The Board has adopted charters for corporate-governance/board-committee-charters.each of these committees. These charters can be found

Audit CommitteeMembers: The Audit Committee is responsible for oversight of the Company’s financial

statements, the internal audit function, and compliance by the Company withFrancis A. Doyle, Chair legal and regulatory requirements. The Committee also oversees:John Y. KimKenneth R. Leibler • The appointment, compensation, retention and oversight of our independentWilliam C. Van Faasen registered public accounting firm.Frederica M. Williams • The independent registered public accounting firm’s qualifications,

performance and independence, as well as the performance of our internalaudit function.

• The review of guidelines and policies that govern management’s processes inassessing, monitoring and mitigating major financial risk exposures.

• Financial reporting and review of accounting standards and systems ofinternal control.

• Significant accounting policies, management judgments and accountingestimates, earnings releases.

The Audit Committee has sole authority to appoint or replace the independentregistered public accounting firm (for which it seeks shareholder ratification),and to approve all audit engagement fees and terms.

The Committee meets independently with the internal audit staff, theindependent registered public accounting firm, management, and then solely asa Committee, at least quarterly. Following each Committee meeting, the AuditCommittee reports to the full Board. The Audit Committee met six times during2019, including the annual joint meeting with the Finance Committee.

Additional information regarding the Audit Committee is contained in Item 3 ofthis proxy statement beginning on page 64.

Financial Expertise: Each member of the Audit Committee meets the financialliteracy requirements of the New York Stock Exchange (NYSE), the SEC andour Corporate Governance Guidelines. The Board has affirmatively determinedthat Mr. Doyle is an ‘‘audit committee financial expert,’’ as defined by the SEC.

Independence: The Board has determined that each member of the AuditCommittee meets the independence requirements of the NYSE, SEC and ourCorporate Governance Guidelines.


17


Compensation CommitteeMembers: The Compensation Committee is responsible for the compensation and benefit

programs for all executive officers of Eversource Energy and has overallWilliam C. Van Faasen, Chair authority to establish and interpret our executive compensation programs. TheSanford Cloud, Jr. Compensation Committee also:James S. DiStasioJohn Y. Kim • Reviews our executive compensation strategy, evaluates components of totalDavid H. Long compensation, and assesses performance against goals, market competitive

data and other appropriate factors, and makes compensation-relateddecisions based upon Company and executive performance.

• Reviews and recommends to the Board of Trustees the compensation of thenon-employee members of the Board.

• Reviews and approves corporate goals and objectives relevant to the ChiefExecutive Officer’s compensation and, with the participation of the LeadTrustee and subject to the further review and approval of the independentTrustees, evaluates the performance of the Chief Executive Officer in light ofthose goals and objectives.

• In collaboration with the Chief Executive Officer, oversees the evaluation ofexecutive officers and engages in the succession planning process for theChief Executive Officer and other executives.

• Has the sole authority to select and retain experts and consultants in the fieldof executive compensation to provide advice to the Committee with respect tomarket data, competitive information, and executive compensation trends.

• Retains an independent compensation consulting firm to providecompensation consulting services solely to the Compensation Committee.

Following each Committee meeting, the Compensation Committee reports tothe full Board. The Compensation Committee met four times during 2019.

For additional information regarding the Compensation Committee, includingthe Committee’s processes for determining executive compensation, see theCD&A beginning on page 31.

Independence: The Board has affirmatively determined that each member ofthe Compensation Committee meets the independence requirements of theNYSE, the SEC, and our Corporate Governance Guidelines.


18


Corporate Governance CommitteeMembers: The Corporate Governance Committee is responsible for developing,

overseeing and regularly reviewing Governance Guidelines and related policies.Sanford Cloud, Jr., Chair The Corporate Governance Committee also:Cotton M. ClevelandFrancis A. Doyle • Serves as a nominating committee, establishing criteria for new Trustees andLinda Dorcena Forry identifying and recommending prospective Board candidates and theDavid H. Long appointment of Trustees to Board Committees.

• Annually reviews the independence and qualifications of the Trustees andrecommends to the Board appointments of the Committee Members, of theLead Trustee, and the Chairman of the Board and the election of officers ofthe Company.

• Annually evaluates the performance of the Board and its Committees.

• Annually reviews the charters of the Board Committees.

Following each Committee meeting, the Corporate Governance Committeereports to the full Board. The Corporate Governance Committee met fourtimes in 2019.

Independence: The Board has affirmatively determined that each member ofthe Corporate Governance Committee meets the independence requirementsof the NYSE, the SEC, and our Corporate Governance Guidelines.

Executive CommitteeMembers: The Executive Committee is empowered to exercise all the authority of the

Board, subject to certain limitations set forth in our Declaration of Trust, duringJames J. Judge, Chair the intervals between meetings of the Board.Sanford Cloud, Jr.James S. DiStasio Following each Committee meeting, the Executive Committee reports to theFrancis A. Doyle full Board. The Executive Committee did not meet in 2019.William C. Van Faasen

Independence: Except for Mr. Judge, who is the Company’s Chairman,President and Chief Executive Officer, each member of the ExecutiveCommittee is independent.


19


Finance CommitteeMembers: The Finance Committee assists the Board in fulfilling its oversight

responsibilities relating to financial plans, policies and programs for EversourceJames S. DiStasio, Chair Energy and its subsidiaries. The Finance Committee also:Cotton M. ClevelandLinda Dorcena Forry • Reviews the Company’s plans and actions to assure liquidity; financial goalsKenneth R. Leibler and proposed financing programs modifying the Company’s capital structure,Frederica M. Williams financing programs include the issuance and repurchase of common and

preferred shares, long-term and short-term debt securities and the issuance ofguarantees; operating plans, budgets and capital expenditure forecasts.

• Reviews the Company’s Enterprise Risk Management (ERM) program andin conjunction with other Committees of the Board, practices to monitor andmitigate cyber, physical security and other risk exposures.

• Reviews and recommends the Company’s dividend policy, as well as newbusiness ventures and initiatives which may result in substantial expenditures,commitments and exposures.

• Conducts an annual review of counter-party credit policy, insurancecoverages and pension plan performance.

Following each Committee meeting, the Finance Committee reports to the fullBoard. The Finance Committee met five times during 2019, including theannual joint meeting with the Audit Committee.

Independence: Each member of the Finance Committee is independent, andwhile the Committee is not specifically subject to NYSE or SEC independenceregulations, each member meets the independence criteria set forth in theNYSE and SEC regulations and our Corporate Governance Guidelines.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is on the board of directors of any company at which aemployed by Eversource Energy or any of its member of the Eversource Energy Compensationsubsidiaries. No executive officer of Eversource Energy Committee or Board of Trustees serves as an executiveserves as a member of the compensation committee or officer.

Meetings of the Board and its Committees

In 2019, the Board of Trustees held nine meetings, three the Trustees attended each meeting of the Board and ofof which included executive sessions attended only by the Committees on which they serve and all Trusteesthe independent Trustees, and the Board and the attended the Annual Meeting of Shareholders held onCommittees held a total of 27 meetings. In 2019, each May 1, 2019. Our Trustees are expected to attend ourTrustee attended at least 75 percent of the aggregate Annual Meetings of Shareholders, but we do not have anumber of the Board and Committee meetings, seven of formal policy addressing this subject.


20


Board’s Oversight of Risk

The Board of Trustees, both as a whole and through its are monitored throughout the year by the Company’sCommittees, is responsible for the oversight of the Risk Committee. In addition to known risks, the ERMCompany’s risk management processes and programs. program identifies emerging risks to the Company,The Board believes that this approach is appropriate to through participation in industry groups, discussionscarry out its risk oversight responsibilities and is in the with management, and in consultation with outsidebest interests of the Company and its shareholders. Each advisors. Our management then analyzes risks toyear, the Board evaluates its risk assessment function as determine materiality, likelihood and impact, andpart of its Board evaluation process. develops mitigation strategies. Management broadly

considers our business model, the utility industry, theAs set forth below, each Committee reviews global economy, climate change, sustainability, and themanagement’s assessment of risk for that Committee’s current political and economic environment to identifyrespective area of responsibility. Each Committee risks. The findings of this process are discussed with themember has expertise on risks relative to the nature of Finance Committee and the full Board, includingthe Committee on which he or she sits. With each reporting on an individual risk-by-risk basis on howCommittee Chair reporting to the Board following each these issues are being measured and managed.Committee meeting, the entire Board is able to discussrisk related issues, assess their implications and provide In addition to the regularly scheduled reports by ERMoversight on appropriate actions for management to of all of the Company’s enterprise-wide risks and thetake. All Board Committees meet periodically with results of the ERM program, management reportsmembers of senior management to discuss the relevant periodically to both the Board of Trustees and therisks and challenges facing the Company. Finance Committee in depth on specific top enterprise

risks at the Company. ERM also reports regularly to theThe Board of Trustees oversees the Company’s Finance Committee on the activities of the Company’scomprehensive operating and strategic planning. The Risk Committee. The Company’s Risk Committeeoperating plan, which is reviewed and formally approved consists of senior officers of the Company and isby the Board in February following review by the responsible for ensuring that the Company is managingFinance Committee, consists of the goals and objectives its principal enterprise-wide risks, as well as other keyfor the year, key performance indicators, and financial risk areas such as operations, environmental,forecasts. The strategic planning process consists of sustainability, information technology, compliance andlong-term corporate objectives, specific strategies to business continuity.achieve those goals, and plans designed to implementeach strategy. The ERM program is integrated with the The Audit Committee is responsible for the oversight ofannual operating and strategic planning processes to the integrity of the Company’s financial statements,identify the key financial risks associated with the plan. including oversight of the guidelines, policies andThese financial risks are presented to the Board of controls that govern management’s processes forTrustees as part of both of the annual operating plan and assessing, monitoring and mitigating major financial riskat the Board’s annual strategic planning session. exposures. The Corporate Governance Committee is

responsible for the oversight of compliance with variousThe Finance Committee is responsible for oversight of governance regulations as required by the SEC, thethe Company’s ERM program and enterprise-wide risks, NYSE and other regulators. The Executive Viceas well as specific risks associated with insurance, credit, President and General Counsel reports on any changesfinancing and pension investments. Our ERM program in regulations and best practices as part of the annualinvolves the application of a well-defined, review of Committee charters and the Board’senterprise-wide methodology designed to allow our Corporate Governance Guidelines and also atexecutives to identify, categorize, prioritize, and mitigate Committee and Board meetings. The Board of Trusteesthe principal risks to the Company. The ERM program administers its compensation risk oversight functionis integrated with other assurance functions throughout primarily through its Compensation Committee. Thethe Company, including compliance, auditing, and process by which the Board and the Compensationinsurance to ensure appropriate coverage of risks that Committee oversee executive compensation risk iscould impact the Company. The top enterprise-wide described in greater detail within the Compensationrisks are identified using a comprehensive cross Discussion and Analysis beginning on page 31.functional analysis working with key officers andemployees of each organization within the Company and


21


Cyber and Physical Security Risk

The Company continues to devote substantial resources physical security risks to the utility industry and theto protecting its cyber and operational assets. Company in particular are provided periodically. TheSimultaneously, the Board and its Committees continue Company regularly reviews and updates its cyber andto provide substantial and focused attention to cyber and system security programs and the Board and itssystem security. At the Board and Committee level, Committees continue to enhance their strong oversightcomprehensive cyber security reports are provided and activities, including joint meetings of the Audit anddiscussed at each meeting of the Finance Committee, Finance Committees, at which cyber and system securitywhich has primary responsibility for cyber and system programs and issues that might affect the Company’ssecurity oversight at the Committee level. These reports financial statements and operational systems areare provided to all members of the Board and discussed discussed by both Committees with financial,by the Board at the time the Finance Committee Chair information technology, legal and accountingreports on the Committee’s meetings. The reports focus management, other members of the Board,on the Company’s most critical assets, describe cyber representatives of the Company’s independentsecurity drills and exercises, any attempted breaches, registered public accounting firm, and outside advisorsand mitigation strategies, including insurance. In and expert speakers.addition, assessments by third-party experts of cyber and

Eversource Sustainability/ESG

Sustainability is embedded into how we conduct our •We have been a leader within our trade groups, thebusiness today and for future generations, with Edison Electric Institute and the American Gasenvironmental, social and governance (ESG) initiatives Association, in developing and adopting standardizedfully integrated into the policies and principles that ESG disclosures for our industry.govern our Company. Our vision is to be carbon neutral •The awards and recognitions we received in 2019 areby 2030, leading by example in finding innovative ways to further evidence of our leadership in corporatereduce emissions from our own operations. We strive to responsibility. For further information on the awardsmeet the needs and expectations of our shareholders, we have received, please see ‘‘2019 Sustainability/ESG’’customers, employees and the communities we serve. appearing in the CD&A section of this proxyWe are committed to top-tier reliability, superior statement.customer service, effective corporate governance,expanding energy options for our region, a best in the Sustainability Governance. Sustainability is embeddedcountry energy efficiency program, best practices in into our governance processes, and Board level oversighthuman capital management, environmental stewardship, of ESG is reflected in many of the financial, operationaland providing transparency and clarity about our and sustainability/ESG accomplishments outlined in theposition and our performance on these topics. CD&A section of this proxy statement.

Industry Leadership. Our policies and programs have •Our Senior Vice President, Communications, Externalbeen recognized for their excellence throughout the Affairs & Sustainability works with executive-levelindustry and by independent trade groups, sustainability management from key ESG areas and oversees a teamraters and the media. In 2019, we set an industry-leading of employees who engage with operational andgoal to be carbon neutral by 2030, a commitment that business partners to develop and manage strategicreflects our desire to protect the environment and priorities, set sustainability goals and coordinatesupport a clean energy future for New England. sustainability reporting. Our sustainability team meets

regularly throughout the year to assess current•We are a key catalyst for clean energy development in practices and identify opportunities for improvement.New England.•Key performance metrics that focus directly on ESG,•We are active in the Electric Utility Sustainability including sustainability, safety, diversity and inclusion,Supply Chain Alliance, working to embed sustainability customer experience, and clean energy strategicthroughout our supply chain. projects, are periodically reported on at management

presentations.


15MAR202008434685

22


•Similar reports and presentations are made to our Electric Transmission. Eversource continues to makeBoard of Trustees on an ongoing basis. Overall board- significant investments in projects and upgrades tolevel responsibility for ESG oversight is with the Board, modernize our electric transmission system, enhancingthough our standing board committees also actively the reliability of the grid and providing greater access toparticipate and include ESG implications and new renewable power sources. This enables acceleratedconsiderations as part of their oversight activities and retirements of older, higher emission coal and oil-fueledresponsibilities. power plants, and creates a more reliable and efficient

electric grid that will help our region meet its aggressive•The Compensation Committee includes safety, greenhouse gas reduction goals.diversity and sustainability/ESG performance as part ofour executive compensation performance goals. •We are investing in technologies to enhance the ability

of the electric distribution system to incorporate solar,Climate Leadership. At Eversource, we continuously demand response, energy storage and other distributedassess the physical and transitional impacts related to energy resources, while continuously improving theclimate change. Our assessment includes evaluating the safety, security, reliability, resiliency, customerimpacts of more severe weather events, regulatory and engagement and cost effectiveness of the Company’sfinancial risks, changing customer behavior, electric delivery infrastructure.opportunities to reduce emissions in our operations and

•The Company is implementing an approved programthe region through clean energy investments, energyin Massachusetts that includes investment in advancedefficiency programs and emerging technologies.sensing and monitoring; distribution automation;

•We collaborate with other utilities and industry advanced voltage management; and load flow modelingpartners across the country to better understand storm software.hazards and develop green solutions to improve our

•The Company is also actively participating insystem reliability.regulatory proceedings in Connecticut and New

•Our employees are committed to ensuring that our Hampshire to expand the impact of furthercomprehensive emergency preparedness and resiliency investments in grid modernization to all Eversourceplans will keep our communities safe. electric distribution customers.

Carbon Neutral Goal by 2030. We have developed Natural Gas. Eversource has prioritized the replacementmeaningful strategies to work toward meeting our goal of aging bare steel and cast-iron natural gasto be carbon neutral in our operations by 2030. infrastructure to enhance safety and minimize theEversource plans to invest in renewable resources, potential for natural gas emissions, thereby preventingimprove the efficiency of our facilities, reduce fleet the release of greenhouse gases into the atmosphere.emissions, reduce sulfur hexafluoride, a greenhouse gas,in gas-insulated switchgear, replace aging natural gas Water. Eversource is committed to the protection ofmains, and upgrade transmission structures to reduce water resources through conservation and water qualityline losses in our electric system. We continue to be an management.industry leader in reducing emissions of sulfur •Aquarion’s conservation programs ensure that localhexafluoride. water supplies remain sufficient for critical needs such

as human consumption and fire protection. Long-rangeEversource GHG Emissions in Metric Tonnes CO2e initiatives are utilized to preserve and protect our

sources of supply into the future.

•Aquarion’s reservoirs are surrounded by more than15,000 acres of forest, which serve as both a criticalsafeguard and an invaluable resource. Thiscommitment to providing the highest quality water isevidenced by the efforts we make to protect reservoirsand groundwater supply from contamination.

•Aquarion continually conducts site inspections andmonitors land use activities and water quality athundreds of locations throughout our watershed andaquifer areas.

96% Decline from

1990 to 2018

Base Year 1990 2014 2015 2016 2017 2018

815,1501,226,8201,454,9202,273,3212,593,229

22,041,842

25,000,000

20,000,000

15,000,000

10,000,000

5,000,000

0


14MAR202013204580

23


Sustainable Investment Opportunity. Eversource has •Our Chief Executive Officer signed the pledge to theactively sought investment from socially responsible CEO ACTION for Diversity & InclusionTM andinvestment funds for the past several years. committed to advance diversity and the inclusion in our

workplace to drive accountability for progress•As of the end of 2019, Eversource shares were held by throughout our organization. Eversource is committed163 funds based in North America or Europe that are to creating an inclusive workplace providingeither dedicated socially responsible funds or part of a opportunities for all employees and maintaining afamily of funds that screen stocks for ESG attributes workplace that is free from harassment andbefore certifying them for investment. Many of these discrimination.funds exclude a number of U.S. electric utilities fromtheir portfolios, particularly if coal represents a •Our D&I Councils and Business Resource Groupssignificant source of generation. We consider our actively contribute to the integration of D&I practicessustainability profile to be a competitive advantage in across all three states in which we provide service andattracting equity capital. within all business areas.

•In 2019, our NSTAR Electric subsidiary completed our •Eversource was recognized for the second year in a rowfirst ever issuance of ‘‘Green Bonds,’’ with proceeds in Bloomberg’s Gender-Equality Index for ourused to support our industry-leading, low-carbon clean commitment to transparency in gender reporting andenergy initiatives. The proceeds from the ten-year promoting women’s equality in the workplace.$400 million, 3.25% debentures were used to fund •We conduct a bi-annual Employee Engagement Surveyvarious ‘‘Green’’ initiatives, including investments to and supplemental pulse surveys to identify areas ofhelp make our customers’ homes and businesses more high performance and areas of opportunity, and theefficient, along with new solar projects. The favorably positive results of our actions are reflected in scoreslow rate reflects extremely high investor demand and that continue to trend upward. We continue to ensureour strong credit rating profile. our employees are given the tools they need to perform

•Eversource is committed to helping our region reduce their jobs effectively and safely, and commit to providecarbon emissions through investments in renewable competitive compensation, quality healthcare,energy with our partner Ørsted, the world’s leader in retirement savings plans, and other benefits.offshore wind development, to build up to 4,000 •To help ensure that we develop and maintain a skilledmegawatts of offshore wind turbines located south of workforce, we partner with educational institutions inRhode Island and Massachusetts. the region, offer internship and co-op experiences, and

provide employees with training opportunities andNumber of ESG and Infrastructure Funds Holding tuition assistance.Eversource Shares Is Growing Rapidly

Energy Efficiency. Eversource continues to work with ourcustomers throughout our service territories to improvetheir energy efficiency.

•Over the past three years, Eversource has invested anaverage of nearly $500 million a year on energyefficiency and considers these investments to be themost economical way to reduce our region’s emissionsand improve its competitiveness. These investments areexpected to continue to reduce carbon emissions bymillions of tons each year.

•Our nationally recognized and industry leading energyefficiency portfolio of services provides energysolutions and savings for all Eversource customers:residential (including low-income), municipal,commercial and industrial.

20150

20

40

60

80

100

120

140

160

180

220

200

240

2016 2017 2018 2019

ESG Infrastructure

86

37

95

43

108

45

143

48

163

66

Environmental Stewardship. We take great care toDiversity and Human Capital. D&I are a part of our core promote conservation and responsibly manage naturalvalues, with focus areas that result in better business and cultural resources. We created the Eversource Landoutcomes. Trust to protect open space and critical resource areas

and wildlife habitat.


24


•Our focus on environmentally sensitive rights-of-way •Our diverse Board of Trustees is ‘‘super independent’’maintenance practices is designed to minimize impacts (90 percent of this year’s Trustee nominees areto important resource areas and promote critical independent).diverse habitats. •Our standards include: majority of outstanding shares

•Our vegetation management program is an industry Trustee election requirement, board and committeebest-practice plan to balance the needs of our self-assessment and refreshment mechanisms, proxycustomers and communities with the goal of providing access, mandatory trustee retirement age, and asafe, reliable electric service for our customers, while vigorous shareholder engagement program.monitoring the growth of trees near power lines. •Our executive compensation governance program

•Eversource partners with State Historic Preservation includes share ownership and holding requirements forand Tribal Historic Preservation offices to identify and Trustees and executives, an expanded clawback policy,protect cultural resources of significance during broad hedging and pledging prohibition, and double-construction projects. trigger change in control agreements.

Transparency and Accountability. We hold ourselves Our Communities. Eversource is committed to the healthaccountable for the impact our business might have on and economic well-being of the residents, businesses andthe environment, meeting and in many cases exceeding institutions of Connecticut, Massachusetts and Newall environmental laws and regulatory commitments and Hampshire.requirements. •In 2019, we provided $18.3 million in grants and other•We actively work with customers, community members, local support to nonprofit organizations and charitable

environmental groups, regulatory agencies, and civic regional activities across our tri-state service area.and business partners to promote transparent •In 2019, our employees devoted more thanoperations. 37,000 hours to volunteerism and maintain strong

•Our employees, as well as vendors, suppliers and partnerships with key community organizations acrosscontractors, are expected to adhere to all New England, including our continued support of theenvironmental laws as stated in our Code of Business Eversource Walk for Boston Children’s Hospital, theConduct, Supplier Code of Conduct and procurement Eversource Everyday Amazing Race for Massachusettsprocess. General Hospital, the Eversource Hartford Marathon,

the Eversource Walk and 5K Run for Easter Seals New•We are committed to tracking and monitoring our Hampshire, the United Way, and the Special Olympics.progress via a set of metrics that are reviewed regularlyby executive leadership. We work every day to ensure For additional information on these initiatives and ourthat our operations have minimal impact on the progress to date, you can access the company’senvironment, including project permitting, spill comprehensive sustainability report through theresponse, and emissions reporting. Company’s website at: www.eversource.com/content/

ema-c/about/investors/investor-releations/Corporate and Compensation Governance. We remain sustainability-the-environment/sustainability.committed to effective corporate governance andexecutive compensation standards.

Shareholder Engagement

In 2019, we continued and substantially expanded our did not feel a call or meeting was necessary. With respectshareholder engagement program, whereby we engage to those shareholders who did accept our invitations, wethroughout the year with our shareholders, participating engaged over the course of 2019 at in-person orin meetings or calls with both our investors’ financial telephonic meetings with each of them. The engagementteams and their corporate governance and ESG sessions totaled approximately 62 percent of ourspecialists. In 2019, we reached out initially to outstanding shares. We provide our shareholders withshareholders representing a substantial majority of our written information prior to the meetings thattotal outstanding shares. Some of our shareholders summarizes our financial performance; ESG, climateresponded to us noting that they were aware of our change and sustainability programs, policies, andgovernance and compensation policies and practices and accomplishments; and overall corporate governance and


25


executive compensation policies and practices, though incentive program to 75 percent. A significant part of thethe sessions themselves vary according to the issues that discussions in 2019 continued to focus on ESG andare of greatest interest to our holders. These have climate change, including our Company’s multi-facetedincluded enterprise risk, Board member refreshment, clean energy initiatives and carbon reduction efforts andBoard self-assessments, various governance-related our very ambitious 2030 carbon-free goal. We alsoprovisions contained in our Declaration of Trust, continued our active year-round program, which in 2019Corporate Governance Guidelines, and Committee included 314 meetings with our shareholders, led by ourcharters, stock incentive plan metrics, and Board and Company’s Investor Relations executive, by far our mostworkplace diversity. As a result of these shareholder ever. These meetings may involve both issuerengagement sessions, we have made changes to our governance representatives and financialgovernance and executive compensation policies and representatives. Eversource continues to gain interestdisclosures, including those relating to Board from ESG focused shareholders and others as anqualifications and skills disclosure, and we increased the especially attractive socially responsible investment.percentage of Performance Shares in our 2021 long-term

Trustee IndependenceWe have adopted Corporate Governance Guidelines material to the nominees for Trustee or likely to impairincorporating independence standards that meet the the independence of any of the nominees for Trustee.listing standards of the NYSE. The Corporate The Board of Trustees separately considered that theGovernance Guidelines are available on our website at utility operating company subsidiaries of Eversourcewww.eversource.com/Content/general/about/investors/ Energy provide electric service, natural gas service orcorporate-governance/guidelines. In addition, we have water service to the residences of Trustees and/oradopted an additional standard under which a charitable companies with which some of the Trustees arerelationship will not be considered to be a material associated. These utility services are provided in therelationship that would impair a Trustee’s independence ordinary course of business, on an arm’s length basis andif a Trustee serves as an officer or director of a charitable pursuant to rates determined by the applicable publicorganization, and our discretionary charitable utility commission and available to all similar customerscontributions to the organization, in the aggregate, do of the utility. The Board has determined thatnot exceed the greater of $200,000 or two percent of the relationships that exist solely due to an individual ororganization’s total annual charitable receipts or latest entity purchasing electric service, natural gas service orpublicly available operating budget. The Trustee water service from any of the utility operating companyIndependence Guidelines are available on our website at subsidiaries of Eversource Energy in the ordinary coursewww.eversource.com/Content/general/about/investors/ of business, on an arm’s length basis and pursuant tocorporate-governance/board-independence-guidelines. rates determined by the applicable public utilityThe Corporate Governance Committee conducts an commission, are immaterial to the independence of theannual review of the independence of the members of Trustees.the Board, including all nominees, and reports its On February 5, 2020, based on the recommendation offindings to the full Board. Applying the Corporate the Corporate Governance Committee following itsGovernance Guidelines, the Committee, assisted by review, the Board of Trustees affirmatively determinedlegal counsel, reviews and considers relationships and that each of the Trustees, with the exception oftransactions between Eversource Energy, its affiliates Mr. Judge, our Chairman, President and Chief Executiveand subsidiaries, and each Trustee, entities affiliated Officer, satisfied the independence criteria (includingwith him or her, and/or any member of his or her the enhanced criteria with respect to members of theimmediate family. The Committee also reviews Audit and Compensation Committees) set forth in theEversource Energy’s charitable donations to current listing standards and rules of the NYSE and theorganizations in which the Trustees or their immediate SEC and under our Corporate Governance Guidelines.family members serve as officers or directors. Similarly,the Committee examines relationships and transactions

Related Person Transactionsbetween each Trustee and our independent registeredpublic accounting firm as well as entities associated with The Board of Trustees has adopted a Related Personour senior management. The Committee determined on Transactions Policy, which is administered by theFebruary 5, 2020 that none of these relationships was Corporate Governance Committee. The Policy generally


26


defines a Related Person Transaction as any transaction Business Conduct, including the Conflicts of Interestor series of transactions in which (i) Eversource Energy Policy, and our Code of Ethics for Senior Financialor a subsidiary is a participant, (ii) the aggregate amount Officers. If management causes us to enter into ainvolved exceeds $120,000 and (iii) any Related Person Related Person Transaction prior to approval by thehas a direct or indirect material interest. A Related Committee, the transaction will be subject to ratificationPerson is defined as any Trustee or nominee for Trustee, by the Board of Trustees. If the Board determines not toany executive officer, any shareholder owning more than ratify the transaction, then management will make all5 percent of our total outstanding shares, and any reasonable efforts to cancel or annul such transaction.immediate family member of any such person. The On February 5, 2020, based on facts of which we areBoard has determined that the provision of utility aware, as reported on the Trustees questionnairesservices noted in the previous section does not constitute completed by each Trustee and on reviews of alla Related Person Transaction for reasons similar to transactions involving the Company and all Relatedthose reviewed in the previous section’s discussion of Persons conducted by both management and ourindependence. Management submits to the Corporate independent registered public accounting firm, and afterGovernance Committee for consideration any proposed applying the NYSE Listing Standards and the TrusteeRelated Person Transaction. The Corporate Governance Independence Guidelines, the Board of TrusteesCommittee recommends to the Board of Trustees for determined that none of the Eversource Relatedapproval only those transactions that are in our best Persons, including the Trustees, has a direct or indirectinterests. Related Person Transactions are considered in material interest in any transaction involving thelight of the requirements set forth in our Code of Company or its subsidiaries.

The Code of Ethics and the Code of Business ConductWe have adopted a Code of Ethics for Senior Financial Code of Business Conduct is available on our website atOfficers (Chief Executive Officer, Chief Financial www.eversource.com/Content/docs/default-source/Officer and Controller) and a Code of Business Conduct Investors/Code_of_business_conduct. You may obtain awhich include requirements applicable in whole or in printed copy of the Code of Ethics and the Code ofpart to all of the Trustees, directors, officers, employees, Business Conduct, without charge, by contacting ourcontractors and agents of Eversource Energy and its Secretary at the address set forth on page 67 of thissubsidiaries. The Code of Ethics is available on our proxy statement. Any amendments to or waivers underwebsite at www.eversource.com/Content/general/about/ the Code of Ethics or the Code of Business Conduct willinvestors/corporate-governance/ be posted to our website at www.eversource.com/code-of-ethics-for-senior-financial-officers, and our Content/general/about/investors/corporate-governance.

Communications from Shareholders and Other InterestedPartiesInterested parties, including shareholders, who desire to page 67 of this proxy statement. The Secretary willcommunicate directly with the Board of Trustees, the review each communication and forward allnon-management Trustees as a group, or individual communications that properly identify the sender to theTrustees, including the Lead Trustee, Mr. Cloud or his intended recipient or recipients, other than thosesuccessor, should send written communications in care relating to billing and service issues, which areof our Secretary at the mailing address set forth on forwarded directly to a specialized team for resolution.


27

Securities Ownership of Certain Beneficial OwnersThe following table provides information as to persons who are known to us to beneficially own more than fivepercent of the common shares of Eversource Energy. We do not have any other class of voting securities.

Amount and Nature ofName and Address of Beneficial Owner Beneficial Ownership Percent of Class

The Vanguard Group, Inc. 41,297,460(1) 12.75%(1)

100 Vanguard Blvd.Malvern, Pennsylvania 19355

BlackRock, Inc. 28,850,036(2) 8.9%(2)

55 East 52nd StreetNew York, New York 10055

State Street Corporation 18,246,048(3) 5.64%(3)

State Street Financial CenterOne Lincoln StreetBoston, MA 02111

(1) Based solely on a Schedule 13G/A filed with the SEC on February 11, 2020, reporting that as of December 31, 2019, The VanguardGroup, Inc. had the sole power to vote or direct the vote of 562,332 common shares, the shared power to vote or direct the vote of 185,164common shares, the sole power to dispose of or to direct the disposition of 40,661,307 common shares, and the shared power to dispose of orto direct the disposition of 636,153 common shares.

(2) Based solely on a Schedule 13G/A filed with the SEC on February 5, 2020, reporting that as of December 31, 2019, BlackRock, Inc. andcertain subsidiaries beneficially owned and had the sole power to vote or direct the vote of 25,197,778 of these common shares and the solepower to dispose of or direct the disposition of all of these common shares.

(3) Based solely on a Schedule 13G filed with the SEC on February 13, 2020, reporting that as of December 31, 2019, State Street Corporationand certain subsidiaries had the shared power to vote 15,774,872 common shares and the shared power to dispose of 18,208,105 commonshares.


28

Common Share Ownership of Trustees and ManagementThe table below shows the number of our common shares beneficially owned as of March 2, 2020, by each of ourTrustees and Named Executive Officers, as well as the number of common shares beneficially owned by all of ourTrustees and executive officers as a group. We do not have any other class of voting securities. Together, theseindividuals beneficially own less than one percent of our outstanding common shares. The table also includesinformation about restricted share units and deferred shares credited to the accounts of our Trustees and executiveofficers under certain compensation and benefit plans. The address for the shareholders listed below is c/o EversourceEnergy, 300 Cadwell Drive, Springfield, Massachusetts 01104.

Amount and Nature ofName of Beneficial Owner Beneficial Ownership(1)(2)

Gregory B. Butler 88,266(3)

Cotton M. Cleveland 75,030Sanford Cloud, Jr. 59,567(4)

James S. DiStasio 31,754Francis A. Doyle 27,052(5)

Linda Dorcena Forry 5,698James J. Judge 277,519(3)

John Y. Kim 6,359Kenneth R. Leibler 40,495Philip J. Lembo 54,602(3)(6)

David H. Long 3,140Werner J. Schweiger 244,265(3)(7)

William C. Van Faasen 50,795Frederica M. Williams 18,587All Trustees and Executive Officers as a group (16 persons) 870,574(8)

(1) The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except asnoted below.

(2) Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of theindividuals has voting or investment power, as follows: Mr. Butler: 15,495 shares; Ms. Cleveland: 63,437 shares; Mr. Cloud: 38,129 shares;Mr. DiStasio: 30,295 shares; Mr. Doyle: 20,264 shares; Ms. Forry: 5,698 shares; Mr. Judge: 178,116 shares; Mr. Kim: 6,359 shares; Mr. Leibler:20,264 shares; Mr. Lembo: 19,337 shares; Mr. Long: 3,140 shares; Mr. Schweiger: 159,820 shares; Mr. Van Faasen: 50,795 shares; andMs. Williams: 18,587 shares.

(3) Includes common shares held as units in the 401k Plan invested in the Eversource Energy Common Shares Fund over which the holder hassole voting and investment power (Mr. Butler: 6,293 shares; Mr. Judge: 27,145 shares; Mr. Lembo: 122 shares; and Mr. Schweiger: 691shares).

(4) Includes 8,200 common shares held by Mr. Cloud’s spouse. Mr. Cloud disclaims beneficial ownership of the common shares held by hisspouse.

(5) Includes 333 common shares held by Mr. Doyle’s spouse. Mr. Doyle disclaims beneficial ownership of the common shares held by his spouse.

(6) Includes 542 common shares held by Mr. Lembo in a custodial account and 125 shares held in a charitable trust over which Mr. Lembo hassole voting and investment power.

(7) Includes 4,596 common shares held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of whichMr. Schweiger’s spouse is the trustee and beneficiary; and 433 shares held by Mr. Schweiger’s spouse in a custodial account.

(8) Includes 553,890 unissued common shares. See note 2.


29

Trustee CompensationThe Compensation Committee periodically reviews the our common shares as reported on the NYSE for the 10compensation of our non-employee Trustees and, when trading days immediately preceding such date andit deems appropriate and upon consultation with the rounding the resulting amount to the nearest wholeCommittee’s independent compensation consultant, RSU. RSUs generally vest on the next business dayrecommends adjustments to be approved by the Board following the grant. Beginning with grants made in 2020,of Trustees. The Compensation Committee recommends each non-employee Trustee was entitled to electto the Board compensation for the Trustees based on distribution of up to 100 percent of the common sharescompetitive market practices for both the total value of issuable in respect of such RSUs immediately uponcompensation and the allocation of cash and equity. The vesting of their RSU grant, subject to satisfaction of theCommittee uses data obtained from similarly sized utility Trustee share ownership guidelines. The distribution ofand general industry companies as guidelines for setting all common shares entitled to be received upon vesting,Trustee compensation. The level of Trustee but not distributed immediately, is deferred until thecompensation recommended by the Committee and tenth business day of January of the year followingapproved by the Board enables us to attract Trustees retirement from Board service. Any individual who iswho have a broad range of backgrounds and experiences. elected to serve as a Trustee after January 1 of anyEach non-employee Trustee serving on January 1, 2019 calendar year receives an RSU grant prorated from thereceived a grant under the Company’s Incentive Plan, date of such election and granted on the first businesseffective on the tenth business day of the year, consisting day of the month following such election.of the number of restricted stock units (RSUs) resultingfrom dividing $135,000 by the average closing price of

2019 Trustee Compensation

Compensation Element Amount

Annual Cash Retainer $115,000Annual Stock Retainer $135,000Board and Committee Attendance Fees NoneAnnual Lead Trustee Retainer $30,000Annual Committee Chair Retainer $20,000 Audit Committee

$15,000 Compensation Committee$15,000 Corporate Governance Committee$15,000 Finance Committee

Annual cash retainers of $115,000 per Trustee, Ms. Forry, who were each elected as a Trustee in 2018,additional Committee Chair and Lead Trustee cash and Mr. Long, who was elected as a Trustee in 2019.retainers and annual RSU grants for service on the

Prior to the year earned, each Trustee may irrevocablyBoard for 2019 based on the amounts above were paid aselect to defer receipt of all or a portion of their cashdescribed in this section. Pay Governance LLC providedcompensation. Deferred funds are credited with deemedthe Compensation Committee with a review ofearnings on various deemed investments as permitted bycompetitive market practices and compensation in 2019.the Company’s Deferred Compensation Plan. DeferredAs a result, the annual cash retainer for the Chair of thecash compensation is payable either in a lump sum or inAudit Committee was increased by $5,000 and theinstallments in accordance with the Trustee’s priorannual RSU grants were increased by $25,000, effectiveelection. There were no above-market earnings inJanuary 1, 2020.deferred compensation value during 2019, as the terms

The share ownership guidelines set forth in the of the Deferred Compensation Plan provide for market-Company’s Corporate Governance Guidelines require based investments, including Company common shares.each Trustee to attain ownership of a number of

Our Incentive Plan places a limit on the amount of totalcommon shares equal to a market value of at leastannual compensation that can be paid to any Trustee.five-times the then current annual cash compensationWhen applicable, we pay travel-related expenses forretainer for service on the Board. Trustees shall bespouses of Trustees who attend Board functions, but werequired to hold all shares awarded as annual stockdo not pay tax gross-up payments in connection with anycompensation retainers until the guidelines have beentaxes on such expenses, nor do we pay pension benefitsmet. All of the current Trustees exceed the requiredto our non-employee Trustees.share ownership threshold except for Mr. Kim and


30

TRUSTEE COMPENSATION

The table below sets forth all compensation paid to or accrued by each non-employee Trustee in 2019.

Fees EarnedOr Paid in Cash Stock Awards Total

Trustee ($)(1) ($)(2) ($)

Cotton M. Cleveland 115,000 138,464.85 253,464.85Sanford Cloud, Jr. 160,000 138,464.85 298,464.85James S. DiStasio 130,000 138,464.85 268,464.85Francis A. Doyle 135,000 138,464.85 273,464.85Linda Dorcena Forry 115,000 138,464.85 253,464.85John Y. Kim 115,000 138,464.85 253,464.85Kenneth R. Leibler 115,000 138,464.85 253,464.85David H. Long 86,250 91,068.11 177,318.11William C. Van Faasen 130,000 138,464.85 268,464.85Frederica M. Williams 115,000 138,464.85 253,464.85Dennis R. Wraase(3) 57,500 138,464.85 195,964.85

(1) Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees and committee chair fees. Alsoincludes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, 2019, Mr. Doyleand Mr. Kim each deferred 100 percent of his cash compensation.

(2) Reflects the grant date market value, based on a closing price of $66.41 per share on January 15, 2019, of 2,085 RSUs, determined inaccordance with the provisions set forth on the preceding page, which were granted on January 15, 2019, and which vested on January 16,2019. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividendequivalents, at December 31, 2019: Ms. Cleveland: 58,485; Mr. Cloud: 38,129; Mr. DiStasio: 18,356; Mr. Doyle: 18,356; Ms. Forry: 3,790,Mr. Kim: 4,451; Mr. Leibler: 18,356; Mr. Long: 1,232; Mr. Van Faasen: 17,286; and Ms. Williams: 17,286.

(3) Mr. Wrasse retired effective May 1, 2019.


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31

Compensation Discussion and AnalysisThis Compensation Discussion and Analysis (CD&A) follow. While this discussion focuses primarily on 2019provides information about the principles behind our information, it also addresses decisions that were madecompensation objectives, plans, policies and actions for in prior periods to the extent that these decisions areour Named Executive Officers. The discussion describes relevant to the full understanding of our compensationthe specific components of our compensation programs programs and the decisions that were made regardingand approach to executive compensation, how 2019 performance. The CD&A also contains anEversource Energy measures performance, and how our assessment of performance measured against thecompensation principles were applied to compensation established 2019 goals and additional accomplishments,awards and decisions that were made by the the compensation awards made by the CompensationCompensation Committee for our Named Executive Committee, and other information relating to ourOfficers, as presented in the tables and narratives that compensation programs, including:

Summary of 2019 Accomplishments Performance Goal Assessment MatrixPay for Performance Philosophy Long-Term Incentive ProgramExecutive Compensation Governance Clawback and No Hedging and No PledgingNamed Executive Officers PoliciesOverview of our Compensation Program Share Ownership GuidelinesMarket Analysis Other BenefitsMix of Compensation Elements Contractual AgreementsResults of 2019 Say on Pay Tax and Accounting ConsiderationsElements of 2019 Compensation Equity Grant PracticesRisk Analysis of Executive Compensation Compensation Committee Report2019 Annual Incentive Program

Summary of 2019 Accomplishments2019 was an exceptionally successful year, and in many respects, the most successful year in the Company’s history. Weachieved Total Shareholder Return of 34.4 percent, had our best system reliability performance ever, and establishedEversource as a clean energy and ESG industry leader. Our performance was outstanding in each area that isimportant to our shareholders, customers, employees and communities. The following is a summary of some of ourmost important accomplishments in 2019:

2019 Financial Accomplishments

•DIVIDENDS PAID: The Board of Trustees increased the•FINANCIAL PERFORMANCE: 2019 earnings perannual dividend rate by 5.9 percent for 2019 to $2.14 pershare equaled $2.81 per share, and non-GAAPshare, which exceeded the EEI index of companies’earnings per share equaled $3.45, which excludes anmedian dividend growth rate of 5.1 percent. The dividendimpairment charge of $0.64 per share relating to thegrowth rate for the period 2017 - 2019 has averagedNorthern Pass Transmission Project.(1)

6.3 percent, exceeding the utility industry average.

(1) Non-GAAP EPS presented in this proxy statement income attributable to common shareholders,excludes the impairment charge for the Northern management believes that the non-GAAP presentationPass Transmission Project (NPT) of $0.64 per share. is a more meaningful representation of EversourceEversource Energy uses this non-GAAP financial Energy’s financial performance and provides additionalmeasure to more fully compare and explain 2019 information to readers in analyzing historical and futureresults without including the impact of the NPT performance of the business. Non-GAAP financialimpairment charge. Management believes the NPT measures should not be considered as alternatives toimpairment charge is not indicative of Eversource Eversource Energy’s consolidated net incomeEnergy’s ongoing performance. Due to the nature attributable to common shareholders.and significance of the impairment charge on net


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COMPENSATION DISCUSSION AND ANALYSIS

Common Dividends Massachusetts, and in addition, our energy efficiencyprograms continue to be recognized as being best inthe nation by the American Council for an EnergyEfficient Economy.

•CREDIT RATING: We hold an A- Corporate CreditRating at Standard & Poor’s. There is no other utilitywith a higher credit rating in the EEI Index.

2019 Operational Accomplishments•RELIABILITY PERFORMANCE: Electric System

Reliability, measured by months between interruptions,2017 2018 2019

$1.90

$2.02

$2.14

was top decile for our industry and our best year ever.Our overall electric system reliability performance in•SHAREHOLDER RETURN: Our Total Shareholder2019 improved by 26 percent; customer powerReturn in 2019 was 34.4 percent, compared to theinterruptions were on average 21.6 months apart.25.8 percent total shareholder return of the EEI Index

and a 31.5 percent total shareholder return for theReliability PerformanceStandard & Poor’s 500. We have outperformed the EEI

Months Between InterruptionsIndex and the Standard & Poor’s 500 over the last one-,three-, five- and 10-year periods. An investment of$1,000 in our common shares for the ten-year periodbeginning January 1, 2010 was worth $4,567 onDecember 31, 2019. The following chart represents thecomparative one-, three- five- and 10-year totalshareholder returns for the periods endedDecember 31, 2019, respectively:

Total Shareholder Return 2019 3-Year 5-Year 10-Year2016 20182017 2019

Go

od

13.0

17.6

21.6

17.2

Eversource 34.4% 68.7% 85.8% 356.7%EEI Index 25.8% 46.7% 64.4% 214.0% •RESTORATION PERFORMANCE: The averageS&P 500 31.5% 53.2% 73.9% 256.7% system outage duration was 59.2 minutes, a 23 percent

improvement over 2018, also top decile and our best•STOCK PRICE: Our stock price rose from $65.04 on year ever.

January 1, 2019 to $85.07 on December 31, 2019, a gainof 30.8 percent, outperforming our peers. Restoration Performance

Average Time of Resolution – In Minutes•CLEAN ENERGY: We have strengthened the prospectsof the Company through new clean energy projects. Wecontinued to expand our offshore wind partnershipwith Ørsted, the global leader of offshore winddevelopment, through the acquisition of the NortheastU.S. assets of Deepwater Wind. Our partnershipsuccessfully bid into the New York clean energy requestfor proposals and was awarded a contract for 880megawatts of offshore wind with the Sunrise Windproject, and advanced the New London State Pieragreement to support offshore wind construction. The 2016 20182017 2019

Go

od

97.9

73.2

59.2

77.5

partnership is recognized as the leading developer of•SAFETY: Our safety performance of 0.7, measured byoffshore wind in North America. We accelerated the

days away, restricted or transferred (DART) per 100original five-year electric vehicle charging program inworkers, has improved significantly since 2016 andMassachusetts to three years, and the program met itscontinued to outperform the industry in 2019.2019 targets. Also, we commenced the construction

process on two energy storage projects in


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33


Safety workplace, having been selected for the 2019Bloomberg Gender-Equality Index. Our 2019Days Away Restricted Time (DART)Employee Pulse Survey reported significantly higherengagement by our employees; our survey scorescontinue to improve, increasing by 11 percent over the2018 survey and 22 percent over the 2016 results.

•AWARDS: We received numerous local and nationalawards recognizing us as a leader and catalyst in theareas of Sustainability and ESG, including:

•In November 2019, Forbes magazine/JUST Capitalranked us as the #1 utility company. The listing

2016 20182017 2019

Go

od

0.95

0.6

0.70.7

recognizes corporate responsibility and commitmentto the local communities and celebrates public•REGULATORY: We achieved very constructivecompanies for their positive impact and leadershipregulatory outcomes, including an approximateon priorities such as ethical leadership,$28 million temporary rate settlement approval atenvironmental impact, customer treatment, fair payPublic Service Company of New Hampshire, successfuland benefits, equal opportunity and shareholderrecovery approval of our storm costs in the three statesreturn.that we serve, and a negotiated settlement with the

•Newsweek magazine’s Most Responsible Companies’Federal Energy Regulatory Commission to align ratereview ranked us the #1 utility company. Thestructure and create additional customer rateNewsweek listing is based on an analysis of atransparency.company’s corporate social responsibility, as well as

•CUSTOMER: We continued to advance our a public survey.transformation of the customer experience with a new

•We received the 2019 Department of Defensemobile application, improved accuracy of restorationEmployer Support Freedom Award, the highesttime estimates, and further increases in customeremployer award given by the U.S. government,digital engagement.recognizing our support of employees who areserving our country.2019 Sustainability/ESG

•We received the Boston Business Journal’s•SUSTAINABILITY: Our performance was ranked top Corporate Citizenship Award as one of the mostdecile within a peer group of comparably sized (market charitable companies in Massachusetts.capitalization) U.S. utilities whose ESG performance is

•The U.S. EPA/DOE selected us to receive theassessed by the two leading sustainability rating firms;ENERGY STAR Partner of the Year Sustainedthis exceeded the goal of 75th percentile performance.Excellence Award for leadership in energy efficiency.We also announced our new, industry leading but

attainable goal, to be the only U.S. utility to be carbon •We received an EEI Emergency Recovery Award forneutral by 2030. our restoration work following the damage caused by

tornadoes that struck Cape Cod in July 2019.•COMMUNITY: We continued to make a significantimpact in our communities through our corporate •We were selected as a ‘‘most honored’’ company inphilanthropy programs and extensive employee Institutional Investor magazine’s survey of somecommunity volunteer programs. Our employees have 1,500 portfolio managers and investment analysts.more than doubled the hours they have devoted to Eversource placed as the #1 or #2 utility in the Bestvolunteerism in the communities, from 15,000 hours in Investor Relations Program, Best CFO, Best IR2016 to over 37,000 hours in 2019. Professional, Best ESG Metrics, and Best in

Corporate Governance Categories.•DIVERSITY: In 2019, 41 percent of new hires andpromotions into leadership roles were women or Achievement of the 2019 performance goals, additionalpeople of color, exceeding the goal of 40 percent. accomplishments and the Compensation Committee’s

assessment of Company and executive performance are•EMPLOYEES: We advanced Diversity & Inclusion inmore fully described in the section below titled ‘‘2019the Company through continued leadershipAnnual Incentive Program.’’ Specific decisions regardingcommitment and Active Diversity Councils andexecutive compensation based upon the Committee’sBusiness Resource Groups. Eversource was recognizedassessment of Company and executive performance andfor its commitment to advancing women in themarket data are also described below.


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34


Pay for Performance Philosophy

The Compensation Committee links the compensation each year, and compensate our executives in a mannerof our executive officers, including the Named Executive that aligns compensation directly with performance. WeOfficers, to performance that will ultimately benefit our strive to provide executives with base salary,customers and shareholders. Our compensation program performance-based annual incentive compensation, andis intended to attract and retain the best executive talent performance-based long-term incentive compensationin the industry, motivate our executives to meet or opportunities that are competitive with market practicesexceed specific stretch financial and operational goals and that reward excellent performance.

Summary Compensation Table Versus Realized Pay Comparison — James J.Judge — CEO

Since the date of his election as CEO, the realized pay of This is because the reported compensation as requiredMr. Judge has been substantially less than his total by the SEC’s regulation differs from an executive’scompensation as reported in the Summary actual earnings, which we refer to as ‘‘realized pay.’’Compensation Table of our proxy statements (his Realized pay, on the other hand, is the amount thatreported pay). This is because a large portion of Mr. Judge actually received during the three fiscal yearsMr. Judge’s reported pay consists of the annual increase noted. As a result, we believe that it is useful to comparein Mr. Judge’s pension benefit, which as we note below his realized pay for each year with his reported pay forand in the section of this CD&A marked ‘‘Mr. Judge’s the same period as illustrated in the chart below.Pension Benefit,’’ does not represent actual earnings.

SCT:$15.9 SCT:

$14.9

SCT:$19.8

RP:$4.9

RP:$5.8

RP:$7.9

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

2017 2018 2019

Co

mp

ensa

tio

n (

$Mill

ion

s)

SEC Summary Comp Table (SCT) Realized Pay (RP)

EEI$112

EEI$116

EEI$146

ES Index$118

ES Index$126

ES Index $169

12/31/2016Indexed TSR

$100

S&P 500$122

S&P 500$116

S&P 500$153

$0

$25

$50

$75

$100

$125

$150

$175

Tot

al S

hare

hold

er R

etur

nV

alu

e $

10

0 In

vest

ed o

n 1

2/3

1/1

6

EEI ES S&P 500

12/31/201712/31/2018

12/31/2019

For purposes of the preceding table, we define:1) SEC Summary Compensation Table Compensation: (i) base salary paid in each year, (ii) actual bonus earned foreach year, (iii) the grant date amount of LTI awards, (iv) value of actuarial change in pension value, and (v) all othercompensation as shown in the summary compensation table for each year.2) Realized Pay: (i) base salary paid in each year; (ii) the actual bonus earned for each year; (iii) for performanceshares and RSUs, the actual value earned upon vesting; and (iv) the value of all other compensation realized in eachyear, including 401k matching contribution, financial planning services, and a company-leased vehicle. Realized Payfor Eversource’s CEO does not assign a value to pension benefits or change in benefit value, as pension benefits werenot realized in 2017, 2018, or 2019.


35


Executive Compensation Governance Executive Officer to hold shares equal to six times basesalary, we require our executives to hold 100 percent of

What we DO: the shares awarded under the Company’s stock� Pay for Performance compensation program until the share ownership

guidelines have been met.� Share ownership and holding guidelines

•Our Incentive Plan includes a clawback provision that� Balanced incentive metricsrequires our executives and other participants to

� Delivery of the majority of incentive compensation reimburse the Company for incentive compensationopportunity in long-term equity received, not only if earnings are subsequently required

to be restated as a result of noncompliance with� Broad financial and personal misconduct clawbackaccounting rules caused by fraud or misconduct, butpolicy relating to incentive compensationalso for a material violation of our Code of Business

� Double-trigger change in control vesting provisions Conduct or material breach of a covenant in anemployment agreement. The Plan also imposes limits� Shareholder engagement meetings throughout theon awards and on Trustee compensation and prohibitsyear between management and our shareholdersrepricing of awards and liberal share recycling.that discuss compensation governance

•The Company prohibits gross-ups in all new or� 100 percent of long-term incentive compensationmaterially amended executive compensationpaid in equityagreements.

� Independent compensation consultant•The Company has a ‘‘no hedging and no pledging’’

� Annual Say-on-Pay vote policy that prohibits the purchase of financialinstruments or otherwise entering into any transactions� Payout limitations on incentive awardsthat are designed to have the effect of hedging or

� Limited executive and Trustee trading window offsetting any decrease in the market value of ourcommon shares. Please refer to page 31 within thisWhat we DON’T do:CD&A.

✕ No tax gross-ups in any new or materially amended•Our employment agreements and incentive planexecutive compensation agreements

require a ‘‘double-trigger’’ change in control to✕ No hedging, pledging or similar transactions byaccelerate compensation.

executives and Trustees•The Compensation Committee annually assesses the✕ No liberal share recycling

independence of its compensation consultant, Pay✕ No dividends on equity awards before vesting Governance LLC (Pay Governance), which is retained

directly by the Committee. Pay Governance performs✕ No discounts or repricing of options or stockno other consulting nor provides services for theappreciate rightsCompany and has no relationship with the Company

✕ No change in control agreements since 2010 that could result in a conflict of interest. At its•The executive share ownership and holding guidelines February 5, 2020 meeting, the Committee concluded

noted in this CD&A emphasize the importance of that Pay Governance is independent and that noaligning management with shareholders. Under the conflict of interest exists between Pay Governance andshare ownership guidelines, which require our Chief the Company.

Named Executive Officers

The executive officers listed in the Summary •Werner J. Schweiger, Executive Vice President andCompensation Table and whose compensation is Chief Operating Officerdiscussed in this CD&A are referred to as the ‘‘Named •Leon J. Olivier, Executive Vice President, EnterpriseExecutive Officers’’ under SEC regulations. For 2019, Energy Strategy and Business Developmentthe Named Executive Officers were:

•Gregory B. Butler, Executive Vice President and•James J. Judge, Chairman, President and Chief General CounselExecutive Officer

•Philip J. Lembo, Executive Vice President and ChiefFinancial Officer


36


Overview of Our Compensation Program

The Role of the Compensation Committee. The Board of equal to median compensation levels for executiveTrustees has delegated to the Compensation Committee officers of companies in the utility industry comparableoverall responsibility for establishing the compensation to us in size. To achieve that goal, the Committee and itsprogram for those senior executive officers, whom we independent compensation consultant work together torefer to in this CD&A as ‘‘executives’’ and whom are determine the market values of executive directdeemed to be ‘‘officers’’ under the SEC’s regulations compensation elements (base salaries, annual incentives,that determine the persons whose compensation is and long-term incentives), as well as total compensation,subject to disclosure. In this role, the Committee sets by using competitive market compensation data.compensation policy and compensation levels, reviews The Committee reviews competitive compensation dataand approves performance goals and evaluates executive obtained from utility and general industry surveys and aperformance. Although this CD&A refers principally to specific group of peer utility companies. Incumbentcompensation for the Named Executive Officers, the compensation levels may be set below the marketsame compensation principles and practices apply to all median for those executives who are new to their roles,executives. The compensation of the Chief Executive while long-tenured, high performing executives may beOfficer is subject to the further review and approval of compensated above median. The review by Payall of the independent Trustees. Governance performed in late 2019 indicated that the

Company’s aggregate executive compensation levelsElements of Compensation. Total direct compensationwere aligned with median market rates.consists of three elements: base salary, annual cash

incentive awards, and long-term equity-based incentiveRole of the Compensation Consultant. The Committee hasawards. Indirect compensation is provided through retained Pay Governance as its independentcertain retirement, perquisite, severance, and health and compensation consultant. Pay Governance reportswelfare benefit programs. directly to the Committee and does not provide anyother services to the Company. With the consent of theOur Compensation Objectives. The objectives of ourCommittee, Pay Governance works cooperatively withcompensation program are to attract and retain superiorthe Company’s management to develop analyses andexecutive talent, motivate our executives to achieveproposals for presentation to the Committee. Theannual and long-term performance goals set each year,Committee generally relies on Pay Governance for peerand provide total compensation opportunities that aregroup market data and information as to marketcompetitive with market practices. With respect topractices and trends to assess the competitiveness of theincentive compensation, the Committee believes it iscompensation we pay to our executives and to review theimportant to balance short-term goals, such as producingCommittee’s proposed compensation decisions.earnings, with longer-term goals, such as long-term value

creation for shareholders and maintaining a strongPay Governance Independence. In February 2020, thebalance sheet. The Committee also places great Committee assessed the independence of Payemphasis on operating performance and customer Governance pursuant to SEC and NYSE rules, andservice. Our compensation program utilizes concluded that it is independent and that no conflict ofperformance-based incentive compensation to reward interest exists that would prevent Pay Governance fromindividual and corporate performance and to align the independently advising the Committee. In making thisinterests of executives with Eversource Energy’s assessment, the Committee considered thecustomers and shareholders. The Committee continually independence factors enumerated in Rule 10C-1(b)increases expectations to motivate our executives and under the Securities Exchange Act of 1934, as well as theemployees to achieve continuous improvement in written representations of Pay Governance that Paycarrying out their responsibilities to our customers to Governance does not provide any other services to thedeliver energy and water reliably, safely, mindful of the Company, the level of fees received from the Companyenvironment and employees, and at a reasonable cost, as a percentage of Pay Governance’s total revenues, thewhile providing an above-average total return to our policies and procedures employed by Pay Governance toshareholders. prevent conflicts of interest, and whether the individualPay Governance advisers with whom the CommitteeSetting Compensation Levels. To ensure that the Companyconsulted own any Eversource Energy common sharesachieves its goal of providing market-based total director have any business or personal relationships withcompensation levels to attract and retain top qualitymembers of the Committee or our executives.management, the Committee provides our executives

with target compensation opportunities approximately


37


Role of Management. Management’s roles, and specifically market value of the position, individual performance,the roles of the Chief Executive Officer and the experience and internal pay equity. The Chief ExecutiveExecutive Vice President of Human Resources and Officer also provides recommendations on theInformation Technology, are to provide current compensation for the other Named Executive Officers.compensation information to the compensation None of the executives make recommendations thatconsultant and analyses and recommendations on affect his or her individual compensation.executive compensation to the Committee based on the

Market Analysis

The Compensation Committee seeks to provide our secondary reference point. General industry data areexecutives with target compensation opportunities using used for staff positions and are size-adjusted to ensurea range that is approximately equal to the median a close correlation between the market data and thecompensation levels for executive officers of utility Company’s scope of operations. The Committeecompanies comparable to the Company. Set forth below references this information, which it obtains from Payis a description of the sources of the compensation data Governance, to evaluate and determine base salariesused by the Committee when reviewing 2019 and incentive opportunities.compensation:

Peer Group Data. In support of our executive pay•Competitive Compensation Survey Data. The Committee decisions, the Committee consulted with Pay

reviews compensation information obtained from Governance, which provided the Committee with asurveys of diverse groups of utility and general industry competitive assessment analysis of the Company’scompanies that represent our market for executive executive compensation levels as compared to the 20officer talent. Utility industry data serve as the primary peer group companies listed in the table below. Thisreference point for benchmarking officer compensation peer group was chosen because these companies are andand are based on a defined peer set, as discussed continue to be similar to Eversource Energy in terms ofbelow, while general industry data are derived from size, business model and long-term strategies.compensation consultant surveys and serve as a

Alliant Energy Corporation FirstEnergy Corp.

Ameren Corporation NiSource Inc.

American Electric Power Co., Inc. PG&E Corporation

CenterPoint Energy, Inc. Pinnacle West Capital Corporation

CMS Energy Corp. PPL Corporation

Consolidated Edison, Inc. Public Service Enterprise Group, Inc.

Dominion Energy, Inc. SCANA (2018)

DTE Energy Company Sempra Energy

Edison International WEC Energy Group, Inc.

Entergy Corporation Xcel Energy Inc.

The Committee reviews the appropriateness of the peer The Committee periodically reviews the general marketgroup periodically and adjusts the target percentages of for supplemental benefits and perquisites using utilityannual and long-term incentives based on the survey and general industry survey data, including datadata and recommendations from the CEO, after obtained from companies in the peer group.discussion with the compensation consultant, to ensurethat they are approximately equal to competitive medianlevels.


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Mix of Compensation Elements

We target the mix of compensation for our Chief The Committee determines the compensation for eachExecutive Officer and the other Named Executive executive based on the relative authority, duties andOfficers so that the percentages of each compensation responsibilities of the executive. Our Chief Executiveelement are approximately equal to the competitive Officer’s responsibilities for the strategic direction andmedian market mix. The mix is heavily weighted toward daily operations and management of Eversource areincentive compensation, and incentive compensation is greater than the duties and responsibilities of our otherheavily weighted toward long-term compensation. Since executives. As a result, our Chief Executive Officer’sour most senior positions have the greatest responsibility compensation is higher than the compensation of ourfor implementing our long-term business plans and other executives. Assisted by the compensationstrategies, a greater proportion of total compensation is consultant, the Committee regularly reviews marketbased on performance with a long-term focus. compensation data for executive officer positions similar

to those held by our executives, including our ChiefExecutive Officer.

The following table sets forth the contribution to 2019 Total Direct Compensation (TDC) of each element ofcompensation at target, reflected as a percentage of TDC, for the Named Executive Officers. The percentages shownin this table are at target and therefore do not correspond to the amounts appearing in the Summary CompensationTable.

Percentage of TDC at Target

Long-Term Incentives

Base Annual PerformanceNamed Executive Officer (NEO) Salary Incentive(1) Shares(1) RSUs(2) TDC

James J. Judge 15% 17% 34% 34% 100%Philip J. Lembo 26% 20% 27% 27% 100%Werner J. Schweiger 26% 20% 27% 27% 100%Leon J. Olivier 26% 20% 27% 27% 100%Gregory B. Butler 29% 19% 26% 26% 100%NEO average, excluding CEO 27% 20% 27% 27% 100%

(1) The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based. Beginning in 2021, the Compensation Committee determined that the percentage of Performance Shares for Mr. Judge will increasefrom 34% of TDC to 51%, and from 27% of TDC to 40% for Messrs. Lembo and Schweiger and from 26% of TDC to 39% for Mr. Butler.

(2) Restricted Share Units (RSUs) vest over three years contingent upon continued employment.

Total Direct Compensation - CEO Total Direct Compensation - All other NEO’s

BaseSalary,15%

Long-TermIncentives,68%

AnnualIncentiveProgram,17%

BaseSalary,27%

Long-TermIncentives,54%

AnnualIncentiveProgram,20%


39


Results of Our 2019 Say-on-Pay Vote

We are requesting that shareholders cast the annual Committee annually to help assess whether ouradvisory vote on executive compensation (a Say-on-Pay shareholders continue to deem our executives’proposal). At the Company’s Annual Meeting of compensation to be appropriate. The Committee hasShareholders held on May 1, 2019, 88 percent of the and will continue to consider the outcome of thevotes cast on the Say-on-Pay proposal were voted to Company’s Say-on-Pay votes when making futureapprove the 2018 compensation of the Named Executive compensation decisions for the Named ExecutiveOfficers, as described in our 2019 proxy statement. Officers. Please see Item 2 in this proxy statement.Say-on-Pay results of the Company, along with utilityand general industry peers, are reviewed by the

Elements of 2019 Compensation

Base Salary Incentive CompensationBase salary is designed to attract and retain key Annual incentive and long-term incentive compensationexecutives by providing an element of total are provided under the Company’s Incentive Plan. Thecompensation at levels competitive with those of other annual incentive program provides cash compensationexecutives employed by companies of similar size and intended to reward performance under our annualcomplexity in the utility and general industries. In operating plan. The long-term stock-based incentiveestablishing base salary, the Compensation Committee program is designed to reward demonstratedrelies on compensation data obtained from independent performance and leadership, motivate futurethird-party surveys of companies and from an industry performance, align the interests of the executives withpeer group to ensure that the compensation those of our shareholders, and retain the executivesopportunities we offer are capable of attracting and during the term of grants. The annual and long-termretaining executives with the experience and talent programs are designed to strike a balance between therequired to achieve our strategic objectives. Adjustments Company’s short- and long-term objectives so that theto base salaries are generally made on an annual basis programs work in tandem.except in instances of promotions. In addition to the specific performance goals, theWhen setting or adjusting base salaries, the Committee Committee assesses other factors, as well as theconsiders annual executive performance appraisals; executives’ roles and individual performance and thenmarket pay movement across industries (determined makes annual incentive program awards at the levels andthrough market analysis); targeted market pay amounts disclosed in this proxy statement.positioning for each executive; individual experience;strategic importance of a position; recommendations ofthe Chief Executive Officer; and internal pay equity.

Risk Analysis of Executive Compensation Program

The overall compensation program includes a mix of The Compensation Committee assesses the riskscompensation elements ranging from a fixed base salary associated with the executive compensation program onthat is not at risk to annual and long-term incentive an ongoing basis by reviewing the various elements ofcompensation programs intended to motivate executives incentive compensation. The annual incentive programand eligible employees to achieve individual and is designed to ensure an appropriate balance betweencorporate performance goals that reflect an appropriate individual and corporate goals, which were deemedlevel of risk. The fundamental objective of the appropriate and supportive of the Company’s annualcompensation program is to foster the continued growth business plan. Similarly, the long-term incentive programand success of our business. The design and is designed to ensure that the performance metrics areimplementation of the overall compensation program properly weighted and supportive of the Company’sprovides the Committee with opportunities throughout strategy. The Committee reviewed the overallthe year to assess risks within the compensation program compensation program in the context of risks identifiedthat may have a material effect on the Company and our in the annual operating plan. The annual and long-termshareholders. incentive programs were designed to include


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mechanisms to mitigate risk. These mechanisms include pursue other objectives that increase risk or reducerealistic goal setting and discretion with respect to actual financial performance;payments, in addition to: •The provisions of our annual and long-term incentive•A mix of annual and long-term performance awards to programs, which cap awards at 200 percent of target;

provide an appropriate balance of short- and long-term •Our expansive clawback provisions on incentiverisk and reward horizon; compensation, including clawback for material•A variety of performance metrics, including financial, violations of our Code of Business Conduct; and

operational, customer service, ESG, diversity and •Stock ownership requirements for all executives,safety goals and other strategic initiatives for annual including our NEOs, and prohibitions on hedging,performance awards to avoid excessive focus on a pledging and other derivative transactions related tosingle measure of performance; our shares.•Metrics in the Company’s long-term incentive Based on these factors, the Compensation Committeecompensation program that use earnings per share and the Board of Trustees believe the overallgrowth and relative total shareholder return, which are compensation program risks are mitigated to reduceboth robust measures of shareholder value and which overall compensation risk.reduce the risk that employees might be encouraged to

2019 Annual Incentive Program Assessment

In February 2019, the Committee established the terms at 60 percent, dividend growth, weighted at 10 percent,of the 2019 Annual Incentive Program. As part of the and advancement of strategic growth initiatives andoverall program, and after consulting with Pay regulatory outcomes, weighted at 30 percent. For theGovernance, the Committee set target award levels for operational component, the Committee used theeach of the Named Executive Officers that ranged from following goals: combined service reliability and65 percent to 120 percent of base salary. restoration goals, weighted at 50 percent, and combined

safety ratings, gas service response, diversity promotionsAt the February 2019 meeting, the Committee and hires of leadership employee positions goals, anddetermined that for 2019 it would continue to base sustainability and customer and clean energy initiatives,70 percent of the annual incentive performance goals on weighted at 50 percent.the Company’s overall financial performance and30 percent of the annual performance goals on the In establishing the individual annual performance goals,Company’s overall operational performance. The the Committee sets stretch goals for both the FinancialCommittee also determined the specific goals that would and Operational goals, many of which do not representbe used to assess performance, with potential ratings on threshold or target award goals, but require superioreach goal ranging from 0 percent to 200 percent of performance in order to be met. As a result, achievingtarget. The Committee assigned weightings to each of these goals will justify an assessment beyond the targetthese specific goals. For the financial component, the amount that is set for computing results.following goals were used: earnings per share, weighted

2019 Performance GoalsFinancial (70%) Operational (30%)

Advancement ofStrategic Growth

Intiatives andRegulatory

Outcomes, 30% Earnings PerShare, 60%

DividendGrowth,

10%

Reliability/Restoration, 50%

Safety, GasResponse,Diversity,

Sustainability and KeyInitiatives

50%


14MAR202013204316

41


At the December 2019 meeting of the Committee, year, significantly above the utility industry’s medianmanagement provided an initial review of the dividend growth of 5.1 percent. The CommitteeCompany’s 2019 performance, followed in February determined this goal to have attained a 170 percent2020 by a full assessment of the performance goals, the performance result.additional accomplishments noted below under thecaption ‘‘Additional Factors’’ and the overall Common Dividendsperformance of the Company and the executives. Inaddition to these meetings, the Committee and theBoard were provided updates during 2019 on corporateperformance. At the February 5, 2020 meeting, theCommittee determined, based on its assessment of thefinancial and operational performance goals, to set thelevel of achievement of combined financial andoperational performance goals results at 188 percent,reflecting the exceptionally strong performance of theCompany and the executive team. In arriving at thisdetermination, the Committee determined that the

2017 2018 2019

$1.90

$2.02

$2.14

financial performance goals result was 185 percent andthe operational performance goals result was •STRATEGIC GROWTH INITIATIVES: We advanced192 percent. The Chief Executive Officer recommended our strategic growth initiatives in 2019. We expandedto the Committee awards for the executives (other than our offshore wind partnership with Ørsted, the globalhimself) based on his assessment of each executive’s leader of offshore wind development, through theindividual performance towards achievement of the acquisition of the Northeast U.S. assets of Deepwaterperformance goals and the additional accomplishments Wind. Our partnership with Ørsted successfully bidof the Company, together with each executive’s into the New York clean energy request for proposalcontributions to the overall performance of the and was awarded a contract for 880 megawatts ofCompany. The actual awards determined by the offshore wind power with the Sunrise Wind project,Committee were also based on the same criteria. and we advanced the New London State Pier

agreement to support offshore wind construction. TheFinancial Performance Goals 1,714 megawatts that the partnership has under

contract makes the Eversource/Ørsted partnership theAssessmentlargest developer of offshore wind in North America.

•FINANCIAL PERFORMANCE: Our non-GAAP We accelerated the original five-year electric vehicleearnings per share in 2019, which excludes the NPT charging program in Massachusetts to three years, andimpairment charge, increased by 6.2 percent when the program met its 2019 targets, and we commencedcompared to GAAP earnings per share in 2018, and the construction process on two energy storage projectsexceeded the established goal of $3.42. The Company in Massachusetts. These projects are expected towas able to achieve earnings through effective substantially improve system reliability with innovativemanagement of the 2019 operating plan on a day by clean energy solutions. We also achieved veryday basis and by overcoming several challenges to plan constructive regulatory outcomes at the state andachievement, including higher than plan O&M storm federal levels. The Committee determined this goal torestoration expenses and the impact of the dilution of a have attained a 200 percent performance result.very successful equity issuance.

The Committee discussed at length the earnings per Operational Performance Goalsshare goal, and to what extent the NPT impairment Assessmentcharge, which reduced GAAP earnings by $0.64 per

•RELIABILITY PERFORMANCE: The Company’sshare, should affect the earnings goal assessment. Thistotal electric system reliability performancediscussion included consideration of the nature, timing,significantly exceeded that of its peers and was thecause, mitigation and overall effect of the impairmentCompany’s best performance ever. Average monthscharge on the Company’s 2019 financial performance.between interruptions equaled 21.6 months,The Committee determined the earnings per share goalsignificantly exceeding the performance zoneto have attained a 180 percent performance result.established by the Committee. Our results are in the

•DIVIDEND GROWTH: We increased our dividend to top decile of industry peers. The Committee$2.14 per share, a 5.9 percent increase from the prior


15MAR202005402856

14MAR202013205366

16MAR202018552854

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determined this goal to have attained a 200 percent SafetyDays Away Restricted Time (DART)performance result.

Reliability PerformanceMonths Between Interruptions

2016 20182017 2019

Go

od

0.95

0.6

0.70.7

•GAS EMERGENCY RESPONSE: On-time response togas customer emergency calls was 99.7 percent, which

2016 20182017 2019

Go

od

13.0

17.6

21.6

17.2

exceeded the goal’s upper range performance zone of•RESTORATION PERFORMANCE: System average 99.2 percent to 99.6 percent. The Committee

restoration duration time equaled 59.2 minutes, also determined this goal to have attained a 200 percentsignificantly exceeding the performance zone performance result.established by the Committee and also reflecting ourbest year ever and top decile performance in the Gas Emergency Responseindustry. The Committee determined this goal to haveattained a 200 percent performance result.

Restoration PerformanceAverage Time of Restoration - In Minutes

2016 20182017 2019

99.5 99.6 99.799.5

Go

od

•DIVERSITY: In 2019, 41 percent of new hires andpromotions into leadership roles were women orpeople of color, exceeding the goal of 40 percent. TheCommittee determined this goal to have attained a2016 20182017 2019

Go

od

99.9

73.2

59.2

77.3

175 percent performance result.•SAFETY: We achieved the safety performance goal of

•SUSTAINABILITY: The Company established a newbetween 0.5 and 0.9 DART per 100 employees; DARTgoal in 2019, which was to be in the 75th percentile of aequaled 0.7 in 2019, within the goal’s establishedpeer group of comparably sized U.S. utilities whoseperformance zone and better than our peers. TheESG performance is assessed by the two leadingCommittee determined this goal to have attained asustainability rating firms. Eversource’s average150 percent performance result.score ranked in the top decile of the peer group. TheCommittee determined this goal to have attained a200 percent performance result.

•CUSTOMER: The Company continued its programsto transform the Eversource customer experience,launching a new mobile app, improving the accuracy ofestimated time of service restoration during outages to92 percent, and increasing digital customer interactionto 85.4 percent, all of which had a positive impact oncustomer satisfaction. The Committee determined thisgoal to have attained a 175 percent performance result.


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•CLEAN ENERGY: In addition to the significant maintained its energy efficiency status as the leadingprogress in offshore wind, the Company’s electric energy efficiency provider in the nation per thevehicle charging program met its 2019 goal, condensing American Council for Energy Efficient Economy. Theits five-year implementation to three years and Committee determined this goal to have attained aadvancing two energy storage projects. Eversource also 200 percent performance result.

2019 Annual Incentive Program Performance Assessments

Financial Performance Goals

Category 2019 Goal Company Performance Assessment

Earnings Per Share $3.42 earnings per share Exceeded: GAAP earnings per share for 2019 180%equaled $2.81 per share. Non-GAAP earnings per

share, excluding NPT impairment charge, increasedby 6.2% over 2018 to $3.45

Dividend Growth Increase dividend beyond Exceeded: Increased to $2.14 per share, a $0.12 170%industry average increase and 5.9% growth, exceeding the industry

median of 5.1%Strategic Growth Initiatives Advancement of Key Strategic Exceeded: Significantly advanced the Company’s 200%

Projects and Regulatory financial strategy and status as a clean energy leaderOutcomes through the major expansion of our offshore wind

partnership with Ørsted. Temporary rates have beensuccessfully negotiated in New Hampshire. Major

storm costs recovered in all three states

Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30%


44


Operational Performance Goals

Category 2019 Goal Company Performance Assessment

Reliability – Average Months Achieve MBI of within 15.5 to Exceeded: MBI = 21.6 months. 200%Between Interruptions (MBI) 18.5 months Best performance ever, and in

the top decile of the industrypeer group

Average Restoration Duration Achieve SAIDI of 64 to 77 Exceeded: SAIDI = 59.2 200%(SAIDI) minutes minutes. Best performance ever,

and in the top decile of theindustry group

Safety Rate (Days Away 0.5 - 0.9 DART Achieved: 0.7 DART – Within 150%Restricted Time (DART)) performance range of the goal

and exceeding industry peersGas Service Response 99.2% - 99.6% Exceeded: 99.7%; Exceeded 200%

performance range and ahead ofindustry average

Diverse Leadership 40% diverse hires or promotions Exceeded: 41% – Performed 175%of leadership level above the goal, which was set 3%

higher from 2018Sustainability Ranking 75th percentile vs US peer Exceeded: At an average 94% 200%

companies percentile, Eversourceoutperformed the peer group and

is well into the first quartile.Transform the Customer Launch new mobile app; increase Exceeded: Launched mobile app 175%Experience accuracy of restoral time and with strong results, estimated

customer digital engagement times for restoration given tocustomers were well managed

92% of the time, and customerdigital engagement finished

above the goal at 85.4%Clean Energy Execution Successfully advance and execute Exceeded: Significant progress 200%

clean energy initiatives with energy storage and electricvehicle projects. Energy efficiency

programs continue to berecognized nationally for

excellence

Weightings = Reliability and Restoration – 50%; Safety, Gas Response, Diversity, Sustainability and KeyInitiatives – 50%

Performance Goals AssessmentFinancial Performance at 185% (weighted 70%) 130%Operational Performance at 192% (weighted 30%) 58%Overall Performance 188%

environmental and customer-focused results wereAdditional Factorsconsidered by the Committee in assessing overall

2019 was a year when the Company achieved its financial and operational performance, but were notlong-term vision to be broadly recognized as the best given specific weightings or assigned a specificenergy company in the nation by the year 2020. The performance assessment score:Company is now strategically well positioned as a leading

•We advanced Diversity & Inclusion in the Companycatalyst for clean energy in the country. The followingthrough continued leadership commitment, and Activeimportant financial, strategic, operational,Councils and Business Resource Groups. Eversource


45


was recognized for its commitment to advancing financial, operational, safety, customer, sustainability,women in the workplace, earning a spot on the 2019 strategic and diversity goals and objectives. TheBloomberg Gender-Equality Index. Committee also reviews and assesses individual

executive performance. The Committee based the•We were named the #1 utility company by Forbes/ annual incentive payments on team performance and theJUST Capital for our commitment to ethical Committee’s assessment of each executive’s individualleadership, positive impact on the environment, performance in supporting the performance goals,treatment of customers, fair pay and benefits for our additional achievements, and overall Companyemployees, equal opportunity, and shareholder return. performance. With respect to the Chief Executive•We were named as the #1 energy and utilities company Officer, the Committee and all other independent

on Newsweek’s Most Responsible Companies list; this Trustees assessed the performance of our Chiefaward is based upon an analysis of companies’ Executive Officer. Based on the recommendations of thecorporate social responsibility as well as a public Chief Executive Officer as to executives other thansurvey. himself, the Committee assessed the performance of the

Named Executive Officers to determine the individual•We continued our ranking as the national leader in incentive payments as disclosed in the Summaryenergy efficiency as measured by the American Council Compensation Table. Based on the Committee’s review,for an Energy Efficient Economy. which included its assessment of the performance goals,•We received an EEI Emergency Recovery Award for the significant other accomplishments of the Company,

our restoration work following the damage caused by and the overall performance of the Company and eachtwo tornadoes that struck Cape Cod in July 2019. of the Named Executive Officers, considered in its

totality by the Committee to have been superior, the•We were designated as a ‘‘most honored’’ company in Committee approved annual incentive programInstitutional Investor magazine’s survey of some 1,500 payments for the Named Executive Officers at levels thatportfolio managers and investment analysts. 10 percent ranged from 175 percent to 200 percent of target. Theseof companies included in the survey earned such a payments reflected the individual and teamdesignation. We placed either first or second in five of contributions of the Named Executive Officers inthe seven utility company categories. achieving the goals and the additional accomplishments•Our 2019 Employee Pulse Survey reported significantly and the overall performance of the Company.

higher engagement by our employees. Our survey In determining Mr. Judge’s annual incentive payment ofscores continue to improve, increasing by 11 percent $3,000,000, which was 188 percent of target and whichover the 2018 survey and 22 percent over the 2016 reflects his and the Company’s transformational 2019survey. performance, the Committee and the Board considered•We achieved two mutually beneficial collective the totality of the Company’s success in accomplishing

bargaining outcomes ahead of contract expiration the goals set by the Committee, the additionaldates. accomplishments of the Company, and the superior

leadership of Mr. Judge in continuing to both challenge•Our 2019 charitable giving totaled $18.3 million, the Eversource workforce to be broadly recognized asincluding major event lead sponsorships for the the best energy company in the nation by 2020 andEversource Walk for Children’s Hospital, Eversource leading the company in meeting that challenge.Walk and 5K Run for Easterseals New Hampshire,Mass General Cancer Center/Eversource Every Day

2019 Annual Incentive Program AwardsAmazing Race, Eversource Hartford Marathon,Travelers Championship, and the Special Olympics inConnecticut and New Hampshire. Named Executive Officer Award

James J. Judge $3,000,000Individual Executives’ Performance Philip J. Lembo 1,000,000

Werner J. Schweiger 1,050,000Factors Considered by the CommitteeLeon J. Olivier 950,000

It is the Committee’s philosophy to provide incentives Gregory B. Butler 740,000for Company executives to work together as a highlyeffective, integrated team to achieve or exceed the


46


Long-Term Incentive Program

performance of companies that comprise the EEI Index.GeneralAs in 2017 and 2018, the Committee selected EPSG and

Our long-term incentive program is intended to focus on TSR as performance measures because the Committeethe Company’s longer-term strategic goals and to help continues to believe that they are generally recognized asretain our executives. A new three-year program the best indicators of overall corporate performance.commences every year. For the three programs Further, the Committee considers it a best practice todescribed below, each executive’s target long-term use a combination of relative and absolute metrics, withincentive opportunity consisted of 50 percent absolute EPS growth serving as a key input toPerformance Shares and 50 percent RSUs. For the shareholder value and relative TSR serving as the2021 - 2023 Program and as set forth below, the target output.opportunity will consist of 75 percent Performance

The number of Performance Shares awarded at the endShares and 25 percent RSUs. Performance Shares areof the three-year period ranges from 0 percent todesigned to reward long-term achievements as measured200 percent of target, depending on EPSG and relativeagainst pre-established performance measures. RSUsTSR performance as set forth in the performance matrixare designed to provide executives with an incentive tobelow. Performance Share grants are based on aincrease the value of Company common shares inpercentage of annualized base salary at the time of thealignment with shareholder interests, while also servinggrant and measured in dollars. The target number ofas a retention component for executive talent. Weshares under the 2019 - 2021 Program ranged frombelieve these compensation elements create a focus on35 percent to 233 percent of base salary. ESPG rangescontinued Company and share price growth to furtherfrom 0 percent to 9 percent, while TSR ranges fromalign the interests of our executives with the interests ofbelow the 10th percentile to above the 90th percentile.our shareholders.The target award is 100 percent, which the Committeedetermined is challenging but achievable. As a result,Performance Share Grants vesting at 100 percent of target occurs at variouscombinations of EPSG and TSR performance. InGeneraladdition, the value of any performance shares that

Performance Shares are designed to reward future actually vest may increase or decrease over the vestingfinancial performance, measured by long-term earnings period based on the Company’s share pricegrowth and shareholder returns over a three-year performance. The number of performance sharesperformance period, therefore aligning management granted at target were approved as set forth in the tablecompensation with performance. Performance Shares below. The Committee and the independent members ofare granted as a target number of Eversource common the Board determined the Performance Share grants forshares. The number of Performance Shares is the Chief Executive Officer. Based on input from thedetermined by dividing the target grant value in dollars Chief Executive Officer, the Committee determined theby the average daily closing prices of Eversource Performance Share grants for each of the othercommon shares on the New York Stock Exchange for the executive officers, including the other Named Executiveten business days preceding the grant date and rounding Officers.to the nearest whole share. Until the end of the

For the 2018 - 2020 Program, the Committee used theperformance period, the value of dividends that wouldsame performance measures of EPSG and TSR and thehave been paid with respect to the Performance Sharessame criteria used in the 2019 - 2021 Program describedhad the Performance Shares been actual common sharesabove.will be deemed to be invested in additional Performance

Shares, which remain at risk and do not vest until actual The performance matrix set forth below describes howperformance for the period is determined. the Performance Share payout will be determined under

the 2018 - 2020 and 2019 - 2021 Long-Term IncentivePerformance Shares under the 2018 – 2020 Program and how the Performance Share payout wasand 2019 – 2021 Program determined under the 2017 - 2019 Program. Three-year

average EPSG is cross-referenced with the actualFor the 2019 - 2021 Program, the Committee determined three-year TSR percentile to determine actualit would measure performance using: (i) average diluted performance share payout as a percentage of target.earnings per share growth (EPSG); and (ii) relative totalshareholder return (TSR) measured against the


47


2017 – 2019, 2018 – 2020 and 2019 – 2021 Long-Term Incentive Programs Performance SharePotential Payout

Three-Year Three-Year Relative Total Shareholder Return Percentiles

Average Below AboveEPS Growth 10th 20th 30th 40th 50th 60th 70th 80th 90th 90th

9% 110% 120% 130% 140% 150% 160% 170% 180% 190% 200%8% 100% 110% 120% 130% 140% 150% 160% 170% 180% 190%7% 90% 100% 110% 120% 130% 140% 150% 160% 170% 180%6% 80% 90% 100% 110% 120% 130% 140% 150% 160% 170%5% 70% 80% 90% 100% 110% 120% 130% 140% 150% 160%4% 60% 70% 80% 90% 100% 110% 120% 130% 140% 150%3% 40% 50% 70% 80% 90% 100% 110% 120% 130% 140%2% 20% 40% 60% 70% 80% 90% 100% 110% 120% 130%1% — 10% 40% 60% 70% 80% 90% 100% 110% 120%0% — — 20% 30% 50% 70% 80% 90% 100% 110%

Below 0% — — — — 10% 20% 30% 40% 50% 60%

Long-Term Incentive Program PerformanceShare Grants at Target

2018 – 2020 2019 – 2021Performance Performance

Named Executive Officer Share Grant Share Grant

James J. Judge 48,912 46,249Philip J. Lembo 10,682 10,103Werner J. Schweiger 10,845 10,103Leon J. Olivier 11,498 10,542Gregory B. Butler 8,410 8,328

Results of the 2017 – 2019 Performance Changes to the 2020 – 2022 and 2021 – 2023Share Program Performance Share Programs

The 2017 - 2019 Program, which used the same criteria As noted in the Shareholder Engagement section of thisused in the 2019-2021 Program described above, was proxy statement, our discussions with shareholderscompleted on December 31, 2019. The actual included comments relative to potential payouts and theperformance level achieved under the Program was a mix of RSUs and Performance Shares in our long-termthree-year average adjusted EPS growth of 5.3 percent incentive program. As a result, the Compensationand a three-year total shareholder return at the Committee determined that for the 2020 - 202287th percentile, which when interpolated in accordance Program, adjustments to the measurement criteriawith the criteria established by the Committee in 2017 would be put into place increasing the level ofresulted in vesting performance share units at 150 percent performance required to reach a target (100 percent)of target. 2019 non-GAAP earnings per share, which grant award and adding additional performance levelsexclude the NPT impairment charge, were the basis for for which no award of shares would be made. Theperformance level assessment. At its February 5, 2020 Committee also determined that the 2021 - 2023meeting, the Committee confirmed that the actual results Performance Share Program will change such thatachieved were calculated in accordance with established 75 percent of the long-term incentive opportunity willperformance criteria. The number of Performance Shares consist of Performance Shares, and 25 percent willawarded to the Named Executive Officers were approved consist of RSUs.as set forth in the table below.

Restricted Share Units (RSUs)2017 – 2019 Long-Term Incentive Program

Performance Share Awards GeneralPerformance

Named Executive Officer Share Award Each RSU granted under the long-term incentiveJames J. Judge 79,305 program entitles the holder to receive one commonPhilip J. Lembo 18,931 share at the time of vesting. All RSUs granted under theWerner J. Schweiger 19,232 long-term incentive program vest in equal annualLeon J. Olivier 20,584Gregory B. Butler 14,875


48


installments over three years. RSU holders are eligible The Committee reserves the right to increase orto receive reinvested dividend units on outstanding decrease the RSU grant from target for each officerRSUs held by them to the same extent that dividends are under special circumstances. The Committee and alldeclared and paid on our common shares. Reinvested other independent members of the Board determineddividend equivalents are accounted for as additional the RSU grants for the Chief Executive Officer. BasedRSUs that accrue and are distributed with the common on input from our Chief Executive Officer, theshares issued upon vesting of the underlying RSUs. Committee determined the RSU grants for each of theCommon shares, including any additional common other executive officers, including the other Namedshares in respect of reinvested dividend equivalents, are Executive Officers.not issued for any RSUs that do not vest. All RSUs are granted on the date of the CommitteeThe Committee determined RSU grants for each meeting at which they are approved. RSU grants areexecutive officer participating in the long-term incentive subsequently converted from a percent of salary intoprogram. RSU grants are based on a percentage of common share equivalents by dividing the value of eachannualized base salary at the time of the grant. In 2019, grant by the average closing price for our commonthe percentage used for each executive officer was based shares over the ten trading days prior to the date of theon the executive officer’s position in the Company and grant. RSU grants at 100 percent of target wereranged from 40 percent to 238 percent of base salary. approved as set forth in the table below.

RSU Grants

Named Executive Officer 2017 2018 2019

James J. Judge 48,259 48,912 46,249Philip J. Lembo 11,520 10,682 10,103Werner J. Schweiger 11,703 10,845 10,103Leon J. Olivier 12,526 11,498 10,542Gregory B. Butler 9,052 8,410 8,328

Clawbacks

If our earnings were to be restated as a result of covenant in an employment agreement, as determinednoncompliance with accounting rules caused by fraud or by the Board of Trustees, the participant will be requiredmisconduct, or if a plan participant engages in a willful by our 2018 Incentive Plan to reimburse us for incentivematerial violation of our Code of Business Conduct or compensation awards received by them for that year.material corporate policy, or the breach of a material

No Hedging and No Pledging Policy

We have a long-standing policy prohibiting the purchase Company (including, but not limited to, prepaid variableof any financial instruments or otherwise entering into forward contracts, equity swaps, collars and exchangetransactions designed to have the effect of hedging or funds). This policy also prohibits short sales, the holdingoffsetting any decrease in the value of our common of any Company common shares in a margin account,shares or other equity securities of the Company or its borrowing shares, selling future securities that establish asubsidiaries by our Trustees and executives, including position that increases in value as the value of theexchange-traded options to purchase or sell securities of Company’s stock decreases, or pledging the Company’sthe Company (so-called ‘‘puts’’ and ‘‘calls’’) or financial common shares. The policy applies to Trustees andinstruments that are designed to hedge or offset any executives but not to non-executives and does not applydecrease in the market value of securities of the to broad-based index funds or similar transactions.


49


Share Ownership Guidelines and Retention Requirements

The Committee has approved share ownership We require that our officers attain these ownershipguidelines to further emphasize the importance of share levels within five years. All of our officers, including theownership by our officers. As indicated in the table Named Executive Officers, have satisfied the sharebelow, the guidelines call for the Chief Executive Officer ownership guidelines or are expected to satisfy themto own common shares equal to six times base salary, within the applicable timeframe. Common shares,executive vice presidents to own a number of common whether held of record, in street name, or in individualshares equal to three times base salary, senior vice 401(k) accounts, and RSUs satisfy the guidelinepresidents to own common shares equal to two times requirements to hold 100 percent of the net shares.base salary, and all other officers to own a number of Unvested performance shares do not count toward thecommon shares equal to one to one and one half times ownership guidelines. In addition to the share ownershipbase salary. Officers (and Trustees) may only transact in guidelines noted above, all officers must hold all theEversource Energy common shares during approved shares awarded under the Company’s incentivetrading windows and subject to continuing compliance compensation plan until the share ownership guidelineswith our share ownership guidelines. have been met.

Base SalaryExecutive Officer Multiple

Chief Executive Officer 6Executive Vice Presidents 3Operating Company Presidents/Senior Vice

Presidents 2Vice Presidents 1-1.5

Other Benefits

prescribed formula if he meets certain eligibilityRetirement Benefitsrequirements. The program benefit payable to

The Company provides a qualified defined benefit Mr. Schweiger is fully vested and is further reduced bypension program for certain officers, which is a final benefits he is entitled to receive under previousaverage pay program subject to tax code limits. Because employers’ retirement plans.of such limits, we also maintain a supplemental

Also see the narrative accompanying the ‘‘Pensionnon-qualified pension program. Benefits are based onBenefits’’ table and accompanying notes for more detailbase salary and certain incentive payments, which ison the above program.consistent with the goal of providing a retirement benefit

that replaces a percentage of pre-retirement income.The supplemental program compensates for benefits Mr. Judge’s Pension Benefitbarred by tax code limits, and generally provides As an employee for more than 40 years, Mr. Judge’s(together with the qualified pension program) benefits employee benefits include a pension benefit. Mr. Judgeequal to approximately 60 percent of pre-retirement was elected to the position of President and Chiefcompensation (subject to certain reductions) for Executive Officer in 2016, such that 2017 was the firstMessrs. Judge, Lembo and Schweiger, and year that he served in his new position at the higherapproximately 50 percent of such compensation for CEO compensation level. Since then there have beenMr. Butler. The supplemental program has been substantial increases over the past three years in thediscontinued for newly-elected officers. actuarial, formula-based present values of his pensionFor certain participants, the benefits payable under the benefit. These increases are disclosed in the Change inSupplemental Non-Qualified Pension Program differ Pension Value and Non-Qualified Deferred Earningsfrom those described above. Mr. Olivier’s employment column of the Summary Compensation Table. Theagreement provides retirement benefits similar to those methodology that is used to calculate the change inof a previous employer instead of the supplemental pension value is based upon applicable accounting rulesprogram benefits described above. Under this and is influenced up or down by external values, such asagreement, he will receive a pension based on a assumptions regarding life expectancy and changes in


50


the discount rate determined each year. These variables 100 percent of the first three percent of eligible baseare functions of factors that do not relate to Company salary, up to a maximum of $8,400 per year.and executive performance, are outside the control ofthe Committee, and may or may not impact the amounts Deferred Compensationthat will actually be paid, as such variables and

The Company offers a non-qualified deferredassumptions may change from time to time. Thecompensation program for our executives. In 2019, thecalculation of Pension Value is very sensitive to interestprogram allowed deferral of up to 100 percent of baserate levels. Recent very low interest rates have resultedsalary, annual incentives and long-term incentive awards.in a very low discount rate and is a major reason for theThe program allows participants to select investmentlarge increase in Mr. Judge’s Change in Pension Value.measures for deferrals based on an array of deemedThe accounting-based increase for Mr. Judge, whileinvestment options (including certain mutual funds andrepresenting a substantial portion of his 2017, 2018 andpublicly traded securities).2019 total compensation disclosed in the SEC Total

column of the Summary Compensation Table, resulted See the Non-Qualified Deferred Compensation Tablein no actual 2017 to 2019 W-2 earnings for him. and accompanying notes for additional details on the

above program.401(k) Benefits

PerquisitesThe Company offers a qualified 401(k) program for allemployees, including executives, subject to tax code The Company provides executives with limited financiallimits. After applying these limits, the program provides planning benefits, vehicle leasing and access to tickets toa match of 50 percent of the first eight percent of eligible sporting events. The current level of perquisites does notbase salary, up to a maximum of $11,200 per year for factor into decisions on total compensation.Messrs. Judge, Lembo and Schweiger. ForMessrs. Olivier and Butler, we provide a match of

Contractual Agreements

We maintain contractual agreements with all of our providing an incentive to remain employed with theNamed Executive Officers that provide for potential Company for the transition period that follows.compensation in the event of certain terminations, Under the agreements, certain compensation isincluding termination following a Change in Control. We generally payable if, during the applicable change inbelieve these agreements are necessary to attract and control period, the executive is involuntarily terminatedretain high quality executives and to ensure executive (other than for cause) or terminates employment forfocus on Company business during the period leading up ‘‘good reason.’’ These agreements are described moreto a potential Change in Control. The agreements are fully in the Tables following this CD&A under‘‘double-trigger’’ agreements that provide executives ‘‘Payments Upon Termination.’’ The Company has notwith compensation in the event of a Change in Control entered into a Change in Control agreement with anyfollowed by termination of employment due to one or executive since 2010.more of the events set forth in the agreements, while still

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code precludes 2017 and the limitation on deductibility generally wasa public corporation from taking an income tax expanded to include all Named Executive Officers. As adeduction in any one year for compensation in excess of result, compensation paid to the Named Executive$1 million payable to its named executive officers who Officers in excess of $1 million per officer will not beare employed on the last day of the fiscal year, unless deductible unless it qualifies for transition reliefcertain specific performance goals are satisfied. Until applicable to certain arrangements in place as of and notJanuary 1, 2018, there was an exception to the $1 million modified after November 2, 2017.limitation for performance-based compensation meeting The Committee believes that the availability of a taxcertain requirements. This exception was repealed, deduction for forms of compensation should be one ofeffective for taxable years beginning after December 31, many factors taken into consideration of providing


51


market-based compensation to attract and retain highly Standards Codification (ASC) Topic 718,qualified executives. The Committee believes it is in the Compensation – Stock Compensation. In general, theCompany’s best interests to retain discretion to make Company and the Committee do not considercompensation awards, whether or not deductible. accounting considerations in structuring compensation

arrangements.The Company has adopted the provisions of FinancialAccounting Standards Board (FASB) Accounting

Equity Grant Practices

Equity awards noted in the compensation tables are incentive opportunities, long-term incentivemade annually at the February meeting of the compensation targets, and annual and long-termCompensation Committee (subject to further approval performance plan awards. The date of this meeting isby all of the independent members of the Board of chosen at least a year in advance, and therefore awardsTrustees of the Chief Executive Officer’s award) when are not coordinated with the release of materialthe Committee also determines base salary, annual non-public information.

Compensation Committee Report

The Compensation Committee of the Board of Trustees the 2020 proxy statement and our 2019 Annual Reporthas reviewed and discussed the Compensation on Form 10-K.Discussion and Analysis required by Item 402(b) ofRegulation S-K with management. Based on this review The Compensation Committeeand discussion, the Compensation Committee has William C. Van Faasen, Chairrecommended to the Board of Trustees that the Sanford Cloud, Jr.Compensation Discussion and Analysis be included in James S. DiStasio

John Y. KimDavid H. Long

February 19, 2020


52

EXECUTIVE COMPENSATIONSUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid Named Executive Officer of the compensation item paidor earned by our principal executive officer (Mr. Judge), or accrued on behalf of the Named Executive Officersprincipal financial officer (Mr. Lembo) and the three for the fiscal year ended December 31, 2019 inother most highly compensated executive officers in accordance with such rules. All salaries, annual incentive2019, determined in accordance with the applicable SEC amounts and long-term incentive amounts shown fordisclosure rules (collectively, the Named Executive each Named Executive Officer were paid for all servicesOfficers). As explained in the tables and footnotes rendered to the Company and its subsidiaries, in allbelow, the amounts reflect the economic benefit to each capacities.

Change inPension Value

and Non-QualifiedStock Non-Equity Deferred All Other Adjusted

Name and Principal Position Year Salary(2) Awards(3) Incentive Plan(4) Earnings(5) Compensation(6) SEC Total SEC Total(7)

James J. Judge 2019 $1,319,232 $6,676,043 $3,000,000 $8,784,256 $26,557 $19,806,088 $11,021,833Chairman, President and 2018 1,277,078 5,632,217 2,430,000 5,560,877 25,209 14,925,381 9,364,504Chief Executive Officer 2017 1,230,694 5,504,904 2,285,000 6,869,854 25,009 15,915,461 9,045,607

Philip J. Lembo 2019 680,579 1,458,368 1,000,000 1,318,800 20,390 4,478,137 3,159,337Executive Vice President and 2018 648,271 1,230,032 765,000 1,535,216 21,685 4,200,204 2,664,988Chief Financial Officer 2017 613,847 1,314,086 700,000 1,246,325 21,485 3,895,743 2,649,418

Werner J. Schweiger 2019 692,694 1,458,368 1,050,000 2,218,536 21,846 5,441,444 3,222,908Executive Vice President and 2018 658,271 1,248,802 815,000 538,978 53,896 3,314,947 2,775,969Chief Operating Officer 2017 634,078 1,334,961 775,000 1,225,581 21,418 3,991,038 2,765,457

Leon J. Olivier(1) 2019 715,963 1,521,738 950,000 889,070 15,203 4,091,973 3,202,903Former Executive Vice President- 2018 699,617 1,323,995 800,000 0 14,778 2,838,390 2,838,390Enterprise Energy Strategy and 2017 678,270 1,428,841 775,000 397,791 14,464 3,294,366 2,896,575Business Development

Gregory B. Butler 2019 643,270 1,202,147 740,000 2,948,208 15,518 5,549,143 2,600,935Executive Vice President 2018 618,271 968,412 645,000 634,394 15,143 2,881,220 2,246,826and General Counsel 2017 597,886 1,032,562 625,000 1,670,745 15,361 3,941,554 2,270,809

(1) Mr. Olivier retired effective February 28, 2020.

(2) Includes amounts deferred in 2019 under the deferred compensation program for Mr. Olivier of $178,990. For more information, see the ExecutiveContributions in the last FYE column of the Non-Qualified Deferred Compensation in 2019.

(3) Reflects the aggregate grant date fair value of restricted share units (RSUs) and performance shares granted in each fiscal year, calculated inaccordance with FASB ASC Topic 718.

RSUs were granted to each Named Executive Officer in 2019 as long-term compensation, which vest in equal annual installments over three years,except that Mr. Olivier’s RSUs vested upon his retirement on February 28, 2020, and will be distributed six months thereafter. In 2019, each of theNamed Executive Officers was also granted performance shares as long-term incentive compensation. These performance shares will vest based on theextent to which the two performance conditions described in the CD&A are achieved as of December 31, 2021. Mr. Olivier’s performance shares vestedon February 28, 2020 upon his retirement, but will not be distributed until the completion of the performance period. The grant date fair values for theperformance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Judge: $5,080,453; Mr. Lembo:$1,109,815; Mr. Schweiger: $1,109,815; Mr. Olivier: $1,158,039; and Mr. Butler: $914,831.

Holders of RSUs and performance shares are eligible to receive dividend equivalent units on outstanding awards to the same extent that dividends aredeclared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributedsimultaneously with those common shares that are issued upon vesting of the underlying RSUs and performance shares. No dividends are paid unlessand until the underlying shares vest.

(4) Includes payments to the Named Executive Officers under the 2019 Annual Incentive Program: Mr. Judge: $3,000,000; Mr. Lembo: $1,000,000;Mr. Schweiger: $1,050,000; Mr. Olivier: $950,000; and Mr. Butler: $740,000.

(5) Includes the actuarial increase in the present value from December 31, 2018 to December 31, 2019 of the Named Executive Officers’ accumulatedbenefits under all of our defined benefit pension programs and agreements, determined using interest rate and mortality rate assumptions consistentwith those appearing in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Named Executive Officermay not be fully vested in such amounts. More information on this topic is set forth in the Pension Benefits table. There were no above-market earningsin deferred compensation value during 2019, as the terms of the Deferred Compensation Plan provide for market-based investments, includingEversource common shares. Please see pages 57 and 58. Mr. Judge was elected to the position of President and Chief Executive Officer in 2016, suchthat 2017 was the first year that he served in his more highly compensated position. This has resulted in substantial increases in the actuarial present


53

EXECUTIVE COMPENSATION

value of his pension benefits. These accounting-based increases, while representing for Mr. Judge a substantial portion of his 2017 - 2019 totalcompensation disclosed in the SEC Total above, resulted in no actual W-2 earnings for him for these years.

(6) Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: $11,200 for each ofMessrs. Judge, Lembo and Schweiger, and $8,400 for each of Messrs. Olivier and Butler. For Mr. Judge, the value shown includes financial planningservices valued at $5,000 and $10,357 representing the value in 2019 of a Company-owned vehicle provided to Mr. Judge. For Mr. Schweiger, the valueshown includes financial planning services valued at $5,000 and $5,646 representing the value in 2019 of a Company-owned vehicle provided toMr. Schweiger. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.

(7) The amounts in the Adjusted SEC Total column reflect an adjustment to the total compensation reported in the column marked SEC Total. TheAdjusted SEC Total subtracts the actuarial change in pension value disclosed in the column titled ‘‘Change in Pension Value and Non-QualifiedDeferred Earnings’’ as further described in footnote 4 above in order to reflect compensation earned during the year by the executive withoutconsideration of pension benefit impacts. The amounts in this column differ substantially from, and are not a substitute for, the amounts noted in theSEC Total.


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GRANTS OF PLAN-BASED AWARDS DURING 2019

The Grants of Plan-Based Awards Table below provides underlying equity awards and the grant date for equity-information on the range of potential payouts under all based awards. We have not granted any stock optionsincentive plan awards during the fiscal year ended since 2002.December 31, 2019. The table also discloses the

Estimated Future Payouts Estimated Future Payouts All Other Stock Grant DateUnder Non-Equity Incentive Under Equity Incentive Awards: Number Fair ValuePlan Awards Plan Awards(1)of Shares of of Stock and

Grant Threshold Target Maximum Threshold Target Maximum Stock or Units Option AwardsName Date ($) ($) ($) ($) (#) (#) (#)(2) ($)(3)

James J. JudgeAnnual Incentive(4) 02/06/19 $798,000 $1,596,000 $3,192,000 $ — — — — $ —Long-Term Incentive(5) 02/06/19 — — — — 46,249 92,498 46,249 6,676,043Philip J. LemboAnnual Incentive(4) 02/06/19 259,000 518,000 1,036,000 — — — — —Long-Term Incentive(5) 02/06/19 — — — — 10,103 20,206 10,103 1,458,368Werner J. SchweigerAnnual Incentive(4) 02/06/19 272,000 544,000 1,088,000 — — — — —Long-Term Incentive(5) 02/06/19 — — — — 10,103 20,206 10,103 1,458,368Leon J. OlivierAnnual Incentive(4) 02/06/19 270,000 540,000 1,080,000 — — — — —Long-Term Incentive(5) 02/06/19 — — — — 10,542 21,084 10,542 1,521,738Gregory B. ButlerAnnual Incentive(4) 02/06/19 211,500 423,000 846,000 — — — — —Long-Term Incentive(5) 02/06/19 — — — — 8,328 16,656 8,328 1,202,147

(1) Reflects the number of performance shares granted to each of the Named Executive Officers on February 6, 2019 under the 2019 - 2021Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2021. Atthe end of the Performance Period, common shares will be awarded based on actual performance results as a percentage of target, subject toreduction for applicable payroll withholding taxes. Mr. Olivier’s performance shares vested on February 28, 2020 upon his retirement, but will notbe distributed until the completion of the performance period. Holders of performance shares are eligible to receive dividend equivalent units onoutstanding performance shares awarded to them to the same extent that dividends are declared and paid on our common shares. Dividendequivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the number of commonshares underlying the performance shares that are actually awarded. The Annual Incentive Program did not include an equity component.

(2) Reflects the number of RSUs granted to each of the Named Executive Officers on February 6, 2019 under the 2019 - 2021 Long-Term IncentiveProgram. RSUs vest in equal installments on February 6, 2020, 2021 and 2022, except that Mr. Olivier’s RSUs vested on February 28, 2020 uponhis retirement and will be distributed six months thereafter. We will distribute common shares with respect to vested RSUs on a one-for-one basisfollowing vesting, after reduction for applicable payroll withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units onoutstanding RSUs awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent unitsare accounted for as additional common shares that accrue and are distributed simultaneously with those common shares actually distributed inrespect of the underlying RSUs.

(3) Reflects the grant date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the NamedExecutive Officers on February 6, 2019 under the 2019 - 2021 Long-Term Incentive Program.

(4) The threshold payment under the Annual Incentive Program is 50 percent of target. The actual payments in 2020 for performance in 2019 are setforth in the Non-Equity Incentive Plan column of the Summary Compensation Table.

(5) Reflects the range of potential payouts, if any, pursuant to performance share awards under the 2019 - 2021 Long-Term Incentive Program, asdescribed in the CD&A.


55


OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2019

The following table sets forth RSU and performance ended December 31, 2019 for each of the Namedshare grants outstanding at the end of our fiscal year Executive Officers. There are no outstanding options.

Stock Awards(1)

EquityEquity Incentive

Incentive Plan Awards:Plan Awards: Market or

Number Market Value Number of Payout Valueof Shares of Shares Unearned of Unearned

or Units of or Units of Shares, Units Shares, UnitsStock That Stock That or Other Rights or Other RightsHave Not Have Not That Have Not That Have Not

Vested Vested Vested VestedName (#)(2) ($)(3) (#)(4) ($)(5)

James J. Judge 99,770 8,487,360 152,329 12,958,613Philip J. Lembo 22,150 1,884,309 34,344 2,921,677Werner J. Schweiger 22,332 1,899,750 34,718 2,953,457Leon J. Olivier 23,547 2,003,138 36,764 3,127,521Gregory B. Butler 17,817 1,515,696 27,404 2,331,273

(1) Awards and market values of awards appearing in the table and the accompanying notes have been rounded to whole units.

(2) A total of 95,186 unvested RSUs vested on February 6, 2020 (Mr. Judge: 50,777; Mr. Lembo: 11,447; Mr. Schweiger: 11,572; Mr. Olivier:12,255; and Mr. Butler: 9,135). A total of 53,524 unvested RSUs will vest on February 8, 2021 (Mr. Judge: 33,153; Mr. Lembo: 7,242,Mr. Schweiger: 7,299; and Mr. Butler: 5,830). A total of 25,512 unvested RSUs will vest on February 7, 2022 (Mr. Judge: 15,840; Mr. Lembo:3,460; Mr. Schweiger: 3,460; and Mr. Butler: 2,852). A total of 11,290 unvested RSUs held by Mr. Olivier vested upon his retirement onFebruary 28, 2020.

(3) The market value of RSUs is determined by multiplying the number of RSUs by $85.07, the closing price per common share on December 31,2019, the last trading day of the year.

(4) Reflects the target payout level for performance shares granted under the 2017 - 2019 Program, the 2018 - 2020 Program and the 2019 - 2021Program.

The performance period for the 2017 - 2019 Program ended on December 31, 2019. Awards under that program are set forth in the CD&Aunder the ‘‘Results of the 2017 - 2019 Performance Share Program.’’

The performance share award for 2018 - 2020 Program and the 2019 - 2021 Program will be based on actual performance results as apercentage of target, subject to reduction for applicable payroll withholding taxes. As described more fully under ‘‘Performance Shares’’ in theCD&A and footnote (1) to the Grants of Plan-Based Awards table, performance shares will vest following a three-year performance periodbased on the extent to which the two performance conditions are achieved. Under the 2018 - 2020 Program, a total of 95,943 unearnedperformance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions describedin the CD&A are achieved as of December 31, 2020, assuming achievement of these conditions at a target level of performance, except thatMr. Olivier’s performance shares vested on February 28, 2020 upon his retirement but will not be distributed until the end of the performanceperiod: Mr. Judge: 51,941; Mr. Lembo: 11,344; Mr. Schweiger: 11,517; Mr. Olivier: 12,210; and Mr. Butler: 8,931. Under the 2019 - 2021Program, a total of 87,665 unearned performance shares (including accrued dividend equivalents) will vest based on the extent to which thetwo performance conditions described in the CD&A are achieved as of December 31, 2021, except that Mr. Olivier’s performance sharesvested on February 28, 2020 upon his retirement but will not be distributed until the end of the performance period. Assuming achievement ofthese conditions at a target level of performance, the amount of the awards would be as follows: Mr. Judge: 47,518; Mr. Lembo: 10,380;Mr. Schweiger: 10,380; Mr. Olivier: 10,831; and Mr. Butler: 8,556.

(5) The market value is determined by multiplying the number of performance shares in the adjacent column by $85.07, the closing price ofEversource Energy common shares on December 31, 2019, the last trading day of the year.


56


OPTION EXERCISES AND STOCK VESTED IN 2019

The following table reports amounts realized on equity RSU and performance share grants to the Namedcompensation during the fiscal year ended December 31, Executive Officers in 2019.2019. The Stock Awards columns report the vesting of

Stock Awards

Number ofShares

Acquired onVesting Value Realized

Name (#)(1) on Vesting(2)

James J. Judge 50,820 $3,564,592Philip J. Lembo 10,359 726,490Werner J. Schweiger 24,432 1,714,758Leon J. Olivier 26,074 1,830,004Gregory B. Butler 17,028 1,195,032(1) Includes RSUs and performance shares granted to our Named Executive Officers under our long-term incentive programs, including dividend

reinvestment, as follows:

2016 2017 2018 2019Name Program Program Program Program

James J. Judge 16,816 17,152 16,852 —Philip J. Lembo 2,584 4,095 3,680 —Werner J. Schweiger 16,536 4,160 3,736 —Leon J. Olivier 17,661 4,452 3,961 —Gregory B. Butler 10,914 3,217 2,897 —

In all cases, we reduce the distribution of common shares by that number of shares valued in an amount sufficient to satisfy payroll taxwithholding obligations.

(2) Values realized on vesting of RSUs granted under the 2016 - 2018, 2017 - 2019 and 2018 - 2020 Programs were based on $70.10 per share, theclosing price of Eversource Energy common shares on February 14, 2019. Values realized on vesting of performance shares granted under the2016 - 2018 Program were based on $70.27 per share, the closing price of Eversource Energy common shares on February 20, 2019.

PENSION BENEFITS IN 2019

The Pension Benefits Table shows the estimated present agreement, and payment of his qualified pensionvalue of accumulated retirement benefits payable to program benefit as a life annuity with a one-thirdeach Named Executive Officer upon retirement based spousal contingent annuitant option (the typicalon the assumptions described below. The table payment form under that Plan). For Mr. Butler, wedistinguishes between benefits available under the assumed a payment of benefits in the form of aqualified pension plan program (QP), the pension equity contingent annuitant option. Such earned pensionplan program (PEP), the supplemental pension program program benefit value could otherwise have changed(SERP), and any additional benefits available under because of the reduction in mortality factors andcontractual agreements. See the narrative above in the potentially rising interest rates.CD&A under the captions ‘‘Summary Compensation The values shown in this Table for the Named ExecutiveTable Versus Realized Pay Comparison — James J. Officers were based on benefit payments on the actualJudge-CEO,’’ ‘‘Other Benefits — Retirement Benefits’’ ages or the earliest possible ages for retirement withand ‘‘Contractual Agreements’’ for more detail on unreduced benefits for the Named Executive Officers:benefits under these plans and our agreements. Mr. Judge: age 60, Mr. Lembo, age: 62, Mr. Olivier: ageThe values shown in the Pension Benefits Table for 65, Mr. Schweiger: age 55 and Mr. Butler: age 62.Messrs. Judge, Lembo and Schweiger were calculated as In addition, we determined benefits under the qualifiedof December 31, 2019 based on benefit payments in the pension program using tax code limits in effect onform of a lump sum. For Mr. Olivier, we assumed a lump December 31, 2019. For Messrs. Judge, Lembo, andsum payment of his special retirement benefits under his


57


Schweiger, the values shown reflect actual 2019 salary However, for the postretirement period beginning atand annual incentives earned in 2018 but paid in 2019 retirement age, we used the 2019 IRS lump sum(per applicable supplemental program rules). For mortality table for Mr. Judge, Mr. Lembo andMr. Butler, the values shown reflect actual 2019 salary Mr. Schweiger. We used the RP2014 Employee Tableand annual incentives earned in 2019 but paid in 2020 Projected Generationally with Scale MP2019 for(per applicable supplemental program rules). Mr. Butler, (the unisex 1983 Group Annuity MortalityMr. Olivier’s benefit was calculated as is set forth in Table for Mr. Olivier per his agreement). This newfootnote (1) below. mortality table (as published by the Society of Actuaries

in 2014) and projection scale were used by theWe determined the present value of benefits at Eversource Pension Plan for year-end 2019 financialretirement age using the discount rate within a range of disclosure. Additional assumptions appear in the3.04 percent to 3.31 percent under ACS 715-30 pension footnotes to our Annual Report on Form 10-K for theaccounting for the 2019 fiscal year end measurement as fiscal year ended December 31, 2019.of December 31, 2019. This present value assumes nopre-retirement mortality, turnover or disability.

Pension Benefits

Number Presentof Years Value ofCredited Accumulated During Last

Name Plan Name Service (#) Benefits Fiscal Year

James J. Judge Retirement Plan (QP) 42.33 $ 2,913,187 $ —Supplemental Plan (SERP) 20.00 14,755,642 —Supplemental Plan (PEP) 42.33 15,719,167 —

Philip J. Lembo Retirement Plan (QP) 36.17 1,336,500 —Supplemental Plan (PEP) 36.17 5,208,302 —

Werner J. Schweiger Retirement Plan (QP) 17.83 599,033 —Supplemental Plan (SERP) 17.83 2,512,305 —Contractual Agreement 17.00 8,131,823 —

Leon J. Olivier (1) Retirement Plan (QP) 20.83 909,499 —Supplemental Plan (SERP) 18.33 7,075,844 —Contractual Agreement 31.27 1,142,882 105,966

Gregory B. Butler Retirement Plan (QP) 23.00 1,425,654 —Supplemental Plan (SERP) 23.00 5,674,956 —Contractual Agreement 23.00 4,558,338 —

(1) Mr. Olivier retired effective February 28, 2020. As a result, he will be entitled to receive a total of $925,478 under the Retirement Plan plus alump-sum benefit of $7,076,093 offset by pension program benefits under the Supplemental Plan.


58


NONQUALIFIED DEFERRED COMPENSATION IN 2019

The following table reports amounts contributed in contributions. See the narrative above in the CD&A2019, together with aggregate earnings on contributions under the caption ‘‘Other Benefits — Deferredand withdrawals or distributions on contributions in Compensation’’ for more detail on our non-qualified2019, under the Company’s deferred compensation deferred compensation program.program, along with aggregate balances on

Executive Registrant Aggregate Aggregate AggregateContributions Contributions Earnings in Withdrawals/ Balance at

Name in Last FY(1) in Last FY in Last FY Distributions Last FYE(2)

James J. Judge $ — $ — $2,066,717 $ — $ 8,110,416Philip J. Lembo — — 306,112 — 1,615,523Werner J. Schweiger — — 3,615,557 19,806,849Leon J. Olivier 178,990 — 1,735,008 — 6,547,831Gregory B. Butler — — 6,309 — 27,503

(1) Includes deferrals in 2019 under our deferred compensation program by Mr. Olivier of $178,990. Named Executive Officers who participatein this program are provided with a variety of investment opportunities, which the individual can modify and reallocate under the programterms. Contributions by the Named Executive Officer are vested at all times. The amounts reported in this column for each Named ExecutiveOfficer are reflected as compensation to such Named Executive Officer in the Summary Compensation Table.

(2) Includes the total market value of deferred compensation program balances at December 31, 2019, plus the value of vested RSUs or otherawards for which the distribution of common shares is currently deferred, based on $85.07, the closing price of our common shares onDecember 31, 2019, the last trading day of the year. The aggregate balances reflect a significant level of earnings on previously earned anddeferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The discussion and tables below show compensation defined transactions); and (v) complete liquidation orpayable to each Named Executive Officer who is still an dissolution of the Company, or a sale or disposition ofemployee of the Company, in the event of: (i) voluntary all or substantially all of the assets of the Company othertermination; (ii) involuntary not-for-cause termination; than, for Mr. Butler, to an entity with respect to which(iii) termination in the event of death or disability; and following completion of the transaction more than(iv) termination following a change in control. No 50 percent (75 percent for Mr. Olivier) of commonamounts are payable in the event of a termination for shares or other voting securities is then owned by all orcause. The amounts shown assume that each termination substantially all of the persons who were the beneficialwas effective as of December 31, 2019, the last business owners of common shares and other voting securitiesday of the fiscal year. immediately prior to such transaction.

Generally, a ‘‘change in control’’ means a change in In the event of a change in control, the Namedownership or control effected through (i) the acquisition Executive Officers are generally entitled to receiveof 30 percent or more of the combined voting power of compensation and benefits following either involuntarycommon shares or other voting securities (20 percent for termination of employment without ‘‘cause’’ orMessrs. Butler and Olivier, excluding certain defined voluntary termination of employment for ‘‘good reason’’transactions); (ii) the acquisition of more than within the applicable period (generally two years50 percent of our common shares, excluding certain following a change in control). The Compensationdefined transactions (for Messrs. Judge, Lembo and Committee believes that termination for good reason isSchweiger); (iii) a change in the majority of the Board of conceptually the same as termination ‘‘without cause’’Trustees, unless approved by a majority of the incumbent and, in the absence of this provision, potential acquirersTrustees; (iv) certain reorganizations, mergers or would have an incentive to constructively terminateconsolidations where substantially all of the persons who executives to avoid paying severance. Termination forwere the beneficial owners of the outstanding common ‘‘cause’’ generally means termination due to a felony orshares immediately prior to such business combination certain other convictions; fraud, embezzlement, or theftdo not beneficially own more than 50 percent in the course of employment; intentional, wrongful(75 percent for Mr. Olivier) of the voting power of the damage to Company property; gross misconduct or grossresulting business entity (excluding in certain cases negligence in the course of employment or gross neglect


59


of duties harmful to the Company; or a material breach programs, valued at $976,133, based on a closing price ofof obligations under the agreement. ‘‘Good reason’’ for $86.46 per common share on Mr. Olivier’s retirementtermination generally exists after assignment of duties date, vested and will be distributed on September 1,inconsistent with executive’s position, a material 2020 along with such number of additional sharesreduction in compensation or benefits, a transfer more representing any dividends that will have accrued on thethan 50 miles from the executive’s pre-change in control underlying shares prior to that date. In addition, a totalprincipal business location (or for Messrs. Judge, Lembo of 11,498 performance shares granted under theand Schweiger, an involuntary transfer outside the program ending in 2021, having a grant date fair value ofGreater Boston Metropolitan Area), or requiring $669,873, and 10,542 performance shares granted underbusiness travel to a substantially greater extent than the program ending in 2022, having a grant date fairrequired prior to the change in control. value of $794,129, will be finally determined and

distributed (along with such number of additional sharesThe summaries above do not purport to be complete representing any dividends that will have accrued on theand are qualified in their entirety by the actual terms finally determined shares) in 2021 and 2022,and provisions of the agreements and plans, copies of respectively, under the terms of those programs. Aswhich have been filed as exhibits to our Annual Report disclosed in the Pension Benefits table, following hison Form 10-K for the year ended December 31, 2019. retirement, Mr. Olivier is entitled to receive a lump-sumbenefit of $925,478 under the Retirement Plan plus a

Payments Upon Termination lump-sum benefit of $7,076,093 offset by pensionprogram benefits under the Supplemental Plan. AllRegardless of the manner in which the employment of aawards and payments described in this section areNamed Executive Officer terminates, the executive isdisclosed in the preceding tables. No awards orentitled to receive certain amounts earned during thepayments are incremental or in addition to thoseexecutive’s term of employment. Such amounts include:previously described.

•Vested RSUs and certain other vested awards;The following table describes additional compensation

•Amounts contributed and any vested matching payable to the Named Executive Officers in the event ofcontributions under the deferred compensation voluntary termination, involuntary termination not forprogram; cause, termination in the event of death or disability and

termination following a change in control. No benefits•Pay for unused vacation; andare provided in the event of termination for cause. See

•Amounts accrued and vested under the pension/ the section above captioned ‘‘Pension Benefits in 2019’’supplemental and 401k programs (except in the event for information about the pension program,of a termination for cause under the supplemental supplemental program and other benefits, and theprogram). section captioned ‘‘Nonqualified Deferred

Compensation in 2019.’’ Mr. Olivier is not included inAs disclosed above, Mr. Olivier retired effectivethe tables because he retired on February 28, 2020.February 28, 2020. Upon his retirement, a total of 11,290

unvested RSUs granted under the 2018 and 2019


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POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

TerminationInvoluntary Termination Following a

Voluntary Termination Upon Death Change inType of Payments Termination Not for Cause or Disability Control

James J. Judge Annual Incentives(1) $ — $ — $ — $ 1,596,000Performance Shares(2) 8,792,108 8,792,108 8,792,108 12,958,613RSUs(3) 3,974,005 3,974,005 3,974,005 8,487,360Special Retirement Benefit(4) — — — 6,997,917Health and Welfare Benefits(5) — — — 96,289Perquisites(6) — — — 15,000Excise Tax and Gross-ups(7) — — — 10,506,837Separation Payment for Liquidated Damages(8) — — — 11,280,000

Total $12,766,113 $12,766,113 $12,766,113 $51,938,017

Philip J. Lembo Annual Incentives(1) $ — $ — $ — $ 518,000Performance Shares(2) 2,011,593 2,011,593 2,011,593 2,921,677RSUs(3) 895,955 895,955 895,955 1,884,309Special Retirement Benefit(4) — — — 2,345,917Health and Welfare Benefits(5) — — — 42,810Perquisites(6) — — — 10,000Separation Payment for Liquidated Damages(8) — — — 2,910,000

Total $2,907,549 $2,907,549 $2,907,549 $10,632,713

Werner J. Schweiger Annual Incentives(1) $ — $ — $ — $ 544,000Performance Shares(2) 2,038,514 2,038,514 2,038,514 2,953,457RSUs(3) 905,673 905,673 905,673 1,899,750Special Retirement Benefit(4) — — — 6,046,821Health and Welfare Benefits(5) — — — 80,083Perquisites(6) — 15,000Excise Tax and Gross-ups(7) 1,954,855Separation Payments for Liquidated Damages(8) 4,620,000

Total $2,944,188 $2,944,188 $2,944,188 $18,113,966

Gregory B. Butler Annual Incentives(1) $ — $ — $ — $ 423,000Performance Shares(2) 1,592,867 1,592,867 1,592,867 2,331,273RSUs(3) 714,953 714,953 714,953 1,515,696Special Retirement Benefit(4) — 5,572,153 — 5,572,153Health and Welfare Benefits(5) — 22,404 — 33,607Perquisites(6) — 10,000 — 15,000Excise Tax and Gross-Ups(7) — 2,818,443 — 2,818,443Separation Payment for Liquidated Damages(8) — 1,073,000 — 1,073,000Separation Payment for Non-Compete Agreement(9) — 1,073,000 — 2,146,000

Total $2,307,820 $12,876,820 $2,307,820 $15,928,172

(1) For Termination Following a Change in Control: Represents target 2019 annual incentive awards as described in the Grants of Plan BasedAwards Table.

(2) For Voluntary Termination and Termination Not For Cause, and Termination Upon Death or Disability: For Messrs. Judge, Lembo,Schweiger and Butler, represents 100 percent of the performance share awards under the 2017 - 2019 Long-Term Incentive Program,67 percent of the performance share awards under the 2018 - 2020 Long-Term Incentive Program and 33 percent of the performance shareawards under the 2019 - 2021 Long-Term Incentive Program. The values were calculated by multiplying the number of RSUs by $85.07, theclosing price of our common shares on December 31, 2019, 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.

(3) For Voluntary Termination and Termination Not For Cause, and Termination Upon Death or Disability: Represents values of RSUs grantedunder our long-term incentive programs that, at year-end 2019, 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, thevalues were calculated by multiplying the number of RSUs by $85.07, the closing price of our common shares on December 31, 2019, the last


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trading day of the year. For Termination Following a Change in Control: Represents values of all RSUs granted under our long-term incentiveprograms that, at year-end 2019, were unvested under applicable vesting schedules, all of which vest in full.

(4) The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler actuarial present values at year-end 2019 ofamounts payable (two years of service) solely under an employment agreement upon termination, which are in addition to amounts due underthe pension plan. For Termination Following a Change in Control: represents actuarial present values at year-end 2019 of amounts payablesolely under employment agreements upon termination (which are in addition to amounts due under the pension program). ForMessrs. Butler, Judge and Schweiger, pension benefits were calculated by adding three years of service (two years for Mr. Lembo). A lumpsum of this benefit value is payable to Messrs. Judge, Lembo and Schweiger. Pension amounts shown in the table are present values atyear-end 2019 of benefits payable upon termination as described with respect to the Pension Benefits Table above.

(5) The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the value of two years’ employer contributionstoward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes thereon. For Termination Following aChange in Control: represents estimated Company cost at year-end 2019 (estimated by our consultants) of providing post-employment healthand welfare benefits beyond those available to non-executives upon involuntary termination. The amounts shown in the table forMessrs. Judge and Schweiger represent the value of three years (two years for Mr. Lembo) continued health and welfare plan participation.The amounts shown in the table for Mr. Butler represent the value of three years’ employer contributions toward active health, long-termdisability, and life insurance benefits, plus a payment to offset any taxes on the value of these benefits, less the value of one year of retireehealth coverage at retiree rates.

(6) The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the cost of reimbursing Mr. Butler for two yearsfinancial planning and tax preparation fees. For Termination Following a Change in Control: represents Company cost of reimbursing forfinancial planning and tax preparation fees for three years for Messrs. Judge, Schweiger and Butler (two years for Mr. Lembo).

(7) For Termination Following a Change in Control: Represents payments made to offset costs associated with certain excise taxes underSection 280G of the Internal Revenue Code. Executives may be subject to certain excise taxes under Section 280G if they receive paymentsand benefits related to a Termination Following a Change in Control that exceed specified Internal Revenue Service limits. Contractualagreements with the above executives provide for a grossed-up reimbursement of these excise taxes. The amounts in the table are based onthe Section 280G excise tax rate of 20 percent, the statutory federal income tax withholding rate of 35 percent, the applicable state income taxrate, and the Medicare tax rate of 1.45 percent.

(8) For Involuntary Termination, Not for Cause: Represents for Mr. Butler a severance payment (two-times the sum of base salary plus relevantannual incentive award) in addition to any non-compete agreement payment described above. For Termination Following a Change inControl: represents severance payments in addition to any non-compete agreement payments described in the prior note. For Messrs. Judgeand Schweiger, this payment equals three-times the sum of base salary plus relevant annual incentive award (two-times the sum forMessrs. Lembo and Butler.) These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentiveawards.

(9) For Involuntary Termination, Not For Cause and Termination Following a Change in Control: Represents payments made under agreementsor Company programs to Mr. Butler as consideration for agreement not to compete with the Company following termination of employment,equal to the sum of base salary plus relevant annual incentive award. These payments do not replace, offset or otherwise affect the calculationor payment of the annual incentive awards.

Pay Ratio

Our CEO to median employee pay ratio is calculated employees is a consistently applied compensationpursuant to the requirements of Item 402(u) of measure, as the Company does not widely distributeRegulation S-K. We identified the median employee by annual equity awards to employees.reviewing the 2019 total cash compensation of all After identifying the median employee based on totalfull-time employees, excluding our CEO, who were cash compensation, we calculated the annual totalemployed by the Company and its subsidiaries on compensation for such employee using the sameDecember 31, 2019. In our assessment of median methodology we use for our named executive officers asemployee compensation, we annualized pay for those set forth in the 2019 Summary Compensation Table.employees who commenced work during 2019.Otherwise, we did not make any assumptions, Mr. Judge had 2019 annual total compensation ofadjustments, or estimates with respect to total cash $19,806,088, as reflected in the Summary Compensationcompensation, and we did not annualize the Table appearing on page 52. Our median employee’scompensation for any full-time employees who were not annual total compensation for 2019 was $133,899. Ouremployed by the Company at the end of 2019. We 2019 CEO to median employee pay ratio is 148 to 1.believe the use of total cash compensation for all


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Item 2: Advisory Vote on Executive Compensation

We are asking shareholders to vote on an advisory •We increased our annual dividend rate by 5.9 percentfor 2019 to $2.14 per share, which exceeded the EEIproposal to approve the compensation of our Namedindex of companies’ median dividend growth rate ofExecutive Officers, (commonly known as Say-on-Pay), as5.1 percent. Our dividend growth rate for the perioddisclosed in the CD&A, compensation tables and2017 - 2019 has averaged 6.3 percent, exceeding thenarrative discussion in this proxy statement. The Boardutility industry average.of Trustees has taken and will continue to take the

results of the advisory vote into consideration when •Our Total Shareholder Return in 2019 wasmaking future decisions regarding the compensation of 34.4 percent, compared to the 25.8 percent totalour Named Executive Officers. shareholder return of the EEI Index and a 31.5 percent

total shareholder return for the Standard & Poor’s 500.The fundamental objective of our ExecutiveWe have outperformed the EEI Index and theCompensation Program is to motivate executives andStandard & Poor’s 500 over the last one-, three-, five-key employees to support our strategy of investing in andand 10-year periods.operating businesses that benefit our shareholders,

customers, employees, and communities. We strive to •Our stock price rose from $65.04 on January 1, 2019 toprovide executives with base salary, performance-based $85.07 on December 31, 2019, a gain of 30.8 percent,annual incentive compensation opportunities, and outperforming our peers.long-term incentive compensation opportunities that are

•We have strengthened the prospects of the Companycompetitive with the market and that align pay withthrough new clean energy projects. We continued toperformance. We believe that based upon our strongexpand our offshore wind partnership with Ørsted, thefinancial and operating performance in 2019 that suchglobal leader of offshore wind development, through thealignment exists. Shareholders are encouraged to readacquisition of the Northeast U.S. assets of Deepwaterthe CD&A, compensation tables and narrativeWind. Our partnership successfully bid into the New Yorkdiscussion in this proxy statement.clean energy request for proposals and was awarded a

Our 2019 Executive Compensation Program included contract for 880 megawatts of offshore wind with thethe following material elements: Sunrise Wind project, and advanced the New London

State Pier agreement to support offshore wind•Base Salaryconstruction. The partnership is recognized as the leading

•Annual Incentive Program developer of offshore wind in North America. Weaccelerated the original five-year electric vehicle charging•Long-Term Incentive Programsprogram in Massachusetts to three years, and the

•Nonqualified Deferred Compensation program met its 2019 targets. Also, we commenced theconstruction process on two energy storage projects in•Supplemental Executive Retirement PlanMassachusetts, and in addition, our energy efficiency

•Certain Officer perquisites programs continue to be recognized as being best in thenation by the American Council for an Energy Efficient

•Employment Agreements Economy.The Executive Compensation Program also features •We hold an A- Corporate Credit Rating at Standard &share ownership guidelines and a holding period Poor’s. There is no other utility in the EEI Index with arequirement to emphasize the importance of share higher credit rating.ownership, along with policies that call for the clawback

•Our overall electric system reliability performance inof compensation under the circumstances described in2019 was top decile for our industry and our best yearthis proxy statement and that prohibit the pledging orever.hedging of our common shares.

•We achieved very constructive regulatory outcomes,The compensation of our Named Executive Officersincluding an approximate $28 million temporary rateduring 2019 was consistent with the following positivesettlement approval at Public Service Company of Newoverall financial and operational performance results:Hampshire, successful recovery approval of our storm

•Our 2019 earnings per share equaled $2.81 per share, and costs in the three states that we serve, and a negotiatednon-GAAP earnings per share equaled $3.45, which settlement with the Federal Energy Regulatoryexcludes an impairment charge of $0.64 per share relating Commission to align rate structure and createto the Northern Pass Transmission Project. additional customer rate transparency.


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ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

non-votes will have no effect on the outcome of the vote•We met the established goals in safety performance andas they do not count as votes cast.exceeded the goal in response to gas service calls.

The Compensation Committee and the Board of•We continued to advance our transformation of theTrustees believe that our Executive Compensationcustomer experience with a new mobile application,Program is effective in implementing our compensationimproved accuracy of restoration time estimates, andphilosophy and in achieving its goals. We are requestingfurther increases in customer digital engagement.your non-binding vote on the following resolution:

As a result of our superior financial, operational and‘‘RESOLVED, that the compensation paid to thestrategic results in 2019, the Compensation CommitteeCompany’s Named Executive Officers in 2019, asprovided base pay increases and incentive grants anddisclosed pursuant to the compensation disclosure rulesawards to the executive officers, including the Namedof the Securities and Exchange Commission, includingExecutive Officers, reflecting our performance.the Compensation Discussion and Analysis, the

The affirmative vote of a majority of votes cast at the compensation tables and related material disclosed inmeeting is required to approve the advisory proposal. this proxy statement, is hereby APPROVED.’’This means that the number of shares voted ‘‘FOR’’ theitem must exceed the number voted ‘‘AGAINST.’’ You The Board of Trustees recommends thatmay vote either ‘‘FOR’’ or ‘‘AGAINST’’ the item or you

Shareholders vote FOR this Item.may abstain from voting. Abstentions and broker


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Item 3: Ratification of the Selection of the IndependentRegistered Public Accounting Firm

The Audit Committee selected the independent Company and the utility industry, its performance, theregistered public accounting firm of Deloitte & competitive fee structure of the relationship, and theTouche LLP to serve as the independent registered avoidance of the substantial commitment ofpublic accounting firm of Eversource Energy and its management and Committee resources that would besubsidiaries for fiscal year 2020. In 2019, 98 percent of involved in onboarding a new firm. It was theshares voted were to approve the selection of Deloitte & Committee’s conclusion that these reasons continue toTouche LLP. Pursuant to the recommendation of the provide the basis for not considering firm rotation at thisAudit Committee, the Board of Trustees recommends time. Further, in conjunction with the mandated rotationthat shareholders ratify the selection of Deloitte & of the firm’s lead engagement partner, the AuditTouche LLP. The Board is submitting the selection of Committee and its Chair were directly involved in theDeloitte & Touche LLP to our shareholders for selection of Deloitte & Touche LLP’s new leadratification as a matter of good corporate governance. engagement partner. The members of the AuditThe Audit Committee may, in its discretion, change the Committee and the Board believe the continuedselection at any time during the year if it determines that retention of Deloitte & Touche LLP to serve as thesuch change would be in the best interests of the Company’s independent registered public accountingCompany and its shareholders. This is consistent with firm is in the best interests of Eversource Energy and itsthe responsibilities of the Audit Committee as outlined subsidiaries.in its charter. Representatives of Deloitte & Touche LLP are expectedThe Audit Committee is solely responsible for the to be present at the Annual Meeting. They will have theappointment, compensation, retention and oversight of opportunity to make a statement, if they desire to do so,the independent registered public accounting firm and to respond to appropriate questions raised byretained to audit the Company’s financial statements. shareholders at the meeting.Deloitte & Touche LLP has served as Eversource The affirmative vote of a majority of votes cast at theEnergy’s independent registered public accounting firm meeting is required to ratify the selection of Deloitte &continuously since 2002. The Committee evaluates the Touche LLP. This means that the number of shares votedperformance of Deloitte & Touche LLP and the lead ‘‘FOR’’ the item must exceed the number votedengagement partner at least annually in order to ensure ‘‘AGAINST.’’ You may vote either ‘‘FOR’’ orcontinuing independence, the Audit Committee ‘‘AGAINST’’ the item or abstain from voting.periodically considers whether there should be a regular Abstentions will have no effect on the outcome of therotation of the firm. At its February 4, 2020 meeting, the vote because an abstention does not count as a vote cast.Committee discussed the issue of firm rotation and, afterdiscussion, selected Deloitte & Touche LLP to continue

The Board of Trustees recommends thatto serve as the Company’s independent registered publicShareholders vote FOR this Item.accounting firm, citing as it did in 2019 the firm’s

extensive experience and expertise regarding the

Relationship With Principal Independent Registered Public Accounting Firm

provide other accounting services to the Company. FeesFees Billed by Principal Independentconsisted of the following:Registered Public Accounting Firm.

The aggregate fees billed to the Company and its 1. Audit Feessubsidiaries by Deloitte & Touche LLP, the member

The aggregate fees billed to the Company and itsfirms of Deloitte Touche Tohmatsu, and their respectivesubsidiaries by Deloitte & Touche LLP for audit servicesaffiliates (collectively, the Deloitte Entities), for therendered for the years ended December 31, 2019 andyears ended December 31, 2019 and 2018 totaled2018 totaled $4,743,400 and $4,464,500, respectively. The$5,641,614 and $5,076,922, respectively. In addition,audit fees were incurred for audits of financialaffiliates of Deloitte & Touche LLP as noted below


65

Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm

statements of Eversource Energy and its subsidiaries, 4. All Other Feesreviews of financial statements included in the

The aggregate fees billed to the Company and itsCombined Quarterly Reports on Form 10-Q ofsubsidiaries by the Deloitte Entities for services otherEversource Energy and its subsidiaries, consultationsthan the services described above for the years endedwith management, regulatory and compliance filings,December 31, 2019 and 2018 totaled $1,914 and $57,422,and out of pocket expense reimbursements. The feesrespectively. These fees were for a license for access toalso included audits of internal controls over financialan accounting standards research tool (2019 and 2018)reporting as of December 31, 2019 and 2018.and the review of benefit payment calculations (2018).

2. Audit Related Fees The Audit Committee pre-approves all auditing servicesand permitted audit related or other services (includingThe aggregate fees billed to the Company and its the fees and terms thereof) to be performed for us bysubsidiaries by the Deloitte Entities for audit related our independent registered public accounting firm,services rendered for the years ended December 31, subject to the de minimis exceptions for non-audit2019 and 2018 totaled $851,300 and $547,500, services described in Section 10A(i)(1)(B) of therespectively. The audit related fees were incurred for Securities Exchange Act of 1934, which are approved byprocedures performed in the ordinary course of business the Audit Committee prior to the completion of thein support of certain regulatory filings, comfort letters, audit. The Audit Committee may form and delegate itsconsents, and other costs related to registration authority to subcommittees consisting of one or morestatements and financings. members when appropriate, including the authority togrant pre-approvals of audit and permitted non-audit

3. Tax Fees services, provided that decisions of such subcommitteesto grant pre-approvals are presented to the full AuditThe aggregate fees billed to the Company and itsCommittee at its next scheduled meeting. During 2019,subsidiaries by the Deloitte Entities for tax servicesall services described above were pre-approved by therendered for the year ended December 31, 2019 andAudit Committee or its Chair.2018 totaled $45,000 and $7,500. The tax service fees

were incurred for procedures performed related to tax The Audit Committee has considered whether thecompliance (2019) and certain employee benefit plan provision by the Deloitte Entities of the non-auditfederal filings (2018). services described above was allowed under

Rule 2-01(c)(4) of Regulation S-X and was compatiblewith maintaining the independence of the registeredpublic accountants and has concluded that the DeloitteEntities were and are independent of us in all respects.

Report of the Audit Committee

The Audit Committee of the Board of Trustees is controls over financial reporting. As part of its overallcomprised of the five Trustees named below. The Board responsibilities, the Audit Committee also reviews thehas determined that each member of the Audit Company’s significant accounting policies, managementCommittee is independent as required by the listing judgments and accounting estimates, financial risks,standards of the NYSE and the SEC’s audit committee earnings releases, determinations of critical auditindependence rules. The primary function of the Audit matters made by the independent registered publicCommittee is to assist the Board of Trustees in its accounting firm, and financial statements. At theoversight responsibilities with respect to the integrity of conclusion of its meetings, the Committee meets inthe Company’s financial statements, the performance of executive sessions with management, representatives ofthe Company’s internal audit function, the qualifications, the independent registered public accounting firm, andindependence and performance of the Company’s the Company’s Internal Audit Department executive,independent registered public accounting firm, the following which there is a session attended only by thecompliance by the Company with legal and regulatory Committee Members. As noted, the Audit Committee isrequirements, the accounting and financial reporting solely responsible for oversight of the relationship of theprocesses and financial statement audits, the systems of Company with our independent registered publicdisclosure controls and procedures, and the internal accounting firm on behalf of the Board of Trustees.


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Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm

As part of these responsibilities, during 2019, the Audit In performing their oversight responsibility, the AuditCommittee: Committee, whose members are all financially literate

and whose Chair is an audit committee financial expert•Received the written disclosures and the letter from as defined by SEC rules, rely without independentDeloitte & Touche LLP as required by applicable verification on the information provided to them, and onrequirements of the Public Company Accounting the representations made by management andOversight Board (PCAOB) regarding Deloitte & Deloitte & Touche LLP.Touche’s communications with the Audit Committeeconcerning independence, and discussed with Based upon the review and discussions described in thisDeloitte & Touche LLP the firm’s independence from report, the Audit Committee recommended to thethe Company as required by the SEC’s independence Board of Trustees that the audited consolidated financialrules, Rule 2-01 of Regulation S-X; statements be included in Eversource Energy’s Annual

Report on Form 10-K for the year ended December 31,•Discussed with Deloitte & Touche LLP the matters 2019 for filing with the SEC.required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted The Audit Committee has directed the preparation ofby the PCAOB; and this report and has approved its content and submission

to the shareholders.•Reviewed and discussed with management the auditedconsolidated financial statements of Eversource Energyfor the years ended December 31, 2019 and 2018.

Management is responsible for the Company’s financial Respectfully submitted,statements, the overall reporting process and the systemof internal control over financial reporting. Deloitte &Touche LLP, as our independent registered publicaccounting firm, is responsible for conducting annual Francis A. Doyle (Chair)audits and quarterly reviews of the Company’s financial John Y. Kimstatements and expressing an opinion as to the Kenneth R. Leiblerconformity, in all material respects, of the annual William C. Van Faasenfinancial statements with generally accepted accounting Frederica M. Williamsprinciples in the United States and expressing an opinionon the effectiveness of our internal control over financialreporting as of the end of the fiscal year.

February 19, 2020


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the 2021 Annual Meeting of Shareholders. ProposalsOther Matters should be addressed to:

The Board of Trustees knows of no matters other thanRichard J. Morrisonthose presented in this proxy statement to come beforeSecretarythe meeting. However, if any other matters properlyEversource Energycome before the meeting, the persons named in the800 Boylston Street, 17th Floorenclosed proxy will vote in their discretion with respectBoston, Massachusetts 02199-7050to such other matters.

2019 Annual Report andShareholder ProposalsIf you would like us to consider including a proposal in Annual Report onour proxy statement for the 2021 Annual Meeting of Form 10-KShareholders, your proposal must be received by theSecretary’s office no later than November 26, 2020, and

The Company’s Annual Report for the year endedmust satisfy the conditions established by the SEC.December 31, 2019, including financial statements, wasWritten notice of proposals of shareholders to bemailed with this proxy statement or made available toconsidered at the 2021 Annual Meeting withoutshareholders on the Internet. We will mail a copy of theinclusion in next year’s proxy statement must be received2019 Annual Report to any shareholder upon request.on or before February 9, 2021. If a notice is receivedWe will provide shareholders with a copy of our Annualafter February 9, 2021, then the notice will be consideredReport on Form 10-K for the year ended December 31,untimely and the proxies held by management may2019, filed with the Securities and Exchangeprovide the discretion to vote on such proposal, evenCommission on February 27, 2020, including thethough the proposal is not discussed in the proxyfinancial statements and schedules thereto, withoutstatement. Eversource Energy considers these dates tocharge, upon receipt of a written request sent to thebe reasonable deadlines for submission of proposalsSecretary at the address set forth above.before we begin to print and mail our proxy materials for


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Questions and Answers About the Annual Meeting and Voting

Q: WHAT AM I VOTING ON?

A: The Board of Trustees of Eversource Energy is asking you to vote on three separate items, as summarized in thefollowing table:

Effect of DiscussionBoard Vote Effect of Broker Beginning

Item Recommendation Required Abstentions Non-Votes on Page

Election of Trustees FOR Majority of all common Against Against 6(Item 1) All Nominees shares issued and

outstandingAdvisory vote on FOR Majority of votes cast No effect No effect 62executive compensation(Item 2)Ratify Deloitte & Touche LLP as FOR Majority of votes cast No effect Not applicable 64Independent Registered PublicAccounting Firm(Item 3)

Q: WHEN AND WHERE WILL THE ANNUAL Q: HOW DO I VOTE?MEETING BE HELD?

A: If you hold common shares registered directly inA: Time and Date: your name, you are considered to be the

10:30 a.m., Eastern Time, ‘‘Shareholder of Record,’’ and the printed proxyWednesday, May 6, 2020 materials or Notice of Internet Availability of Proxy

Materials have been sent directly to you by theLocation: (Please also see Notice of AnnualCompany.Meeting)

Sheraton Boston Hotel The Notice of Internet Availability of Proxy39 Dalton Street Materials also includes instructions for requestingBoston, Massachusetts 02199 printed proxy materials by mail. If you requested

and received a paper proxy card, you may vote byQ: WILL ANY OTHER MATTERS BE VOTED ON AT mail by completing, signing and dating the proxy

THE ANNUAL MEETING? card and returning it in the pre-addressed, postage-prepaid envelope included with the proxy card. YouA: We do not expect any other matters to be presentedcan vote in any one of the following ways:at the Annual Meeting. However, if a matter not

described in this proxy statement is properly •You can vote using the Internet. Follow thebrought before the Annual Meeting by a instructions in the Notice of Internet Availabilityshareholder, the individuals designated as proxies of Proxy Materials or on the proxy card. Thewill vote on the matter in accordance with their Internet procedures are designed to authenticate ajudgment of what is in the best interests of shareholder’s identity to allow shareholders toEversource Energy. vote their shares and confirm that their

instructions have been properly recorded.Q: WHO IS ENTITLED TO VOTE? •Internet voting facilities for shareholders of record

are available 24 hours a day and will close atA: You are entitled to vote at the Annual Meeting if11:59 p.m. Eastern Time on May 5, 2020. You mayyou held common shares on the record date,access this proxy statement and related materials byMarch 11, 2020. As of the record date, 330,332,184going to www.envisionreports.com/ES.common shares were outstanding and entitled to

vote. You are entitled to one vote on each Item to •You may vote by telephone. Follow the instructionsbe voted on at the Annual Meeting for each on the Notice of Internet Availability of Proxycommon share that you held on the record date. Materials or on the proxy card that you received in

the mail. Voting by telephone is available 24 hoursa day and will close at 11:59 p.m. Eastern Time onMay 5, 2020.


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•You may vote by mail. If you received a paper with instructions by 11:59 p.m. Eastern Time onproxy card, you can vote by mail by completing, May 1, 2020, the common shares in your Eversourcesigning and dating the proxy card and returning it 401(k) Plan account will be voted by the planin the pre-addressed, postage-prepaid envelope trustee in the same proportion as the votes cast byaccompanying the proxy card. Proxy cards participants in the plan.submitted by mail must be received by the time ofthe Annual Meeting in order for your shares to be Q: WHAT CONSTITUTES A QUORUM AND HOWvoted. ARE VOTES COUNTED?

•You may vote in person at the Annual Meeting by A: To conduct business at the Annual Meeting, adelivering your completed proxy card in person at quorum consisting of a majority of all commonthe Annual Meeting or by completing a ballot shares issued and outstanding and entitled to voteavailable upon request at the meeting. must be present in person or represented by proxy.

If you hold common shares through a brokerage Representatives of Computershare Investorfirm, bank, other financial intermediary or nominee Services (Computershare), the Company’s Registrar(known as shares held in ‘‘street name’’), you should and Transfer Agent, will count the votes. Inreceive instructions directly from that person or determining whether we have a quorum,entity that you must follow in order to vote your Computershare counts all properly submittedcommon shares. You may vote by mail by requesting proxies and ballots as present and entitled to vote.a voting instruction form in accordance with the Because the election of each Trustee requires theinstructions received from your broker or other affirmative vote of at least a majority of theagent. Complete, sign and date the voting common shares outstanding and entitled to vote atinstruction form provided by the broker or other the Annual Meeting, broker non-votes, votesagent and return it in the pre-addressed, postage- against and abstentions with respect to a particularprepaid envelope provided to you. You will also be Trustee nominee will have the same effect as a voteable to vote these shares by Internet or telephone. against such Trustee nominee. Broker non-votes,Regardless of how you choose to vote, your vote is abstentions and votes against are not consideredimportant, and we encourage you to vote promptly. votes cast and will not affect the advisory

Say-on-Pay item. Abstentions are not consideredQ: AS A PARTICIPANT IN THE EVERSOURCE votes cast and will not be counted for or against the

401(k) PLAN, HOW DO I VOTE MY SHARES item to ratify the selection of Deloitte &HELD IN MY PLAN ACCOUNT? Touche LLP.

A: If you are a participant in the Eversource 401(k)Q: WHAT ARE BROKER NON-VOTES?Plan, you may vote the common shares held in your

plan account by voting through the Internet or by A: Broker non-votes occur when brokers holdingtelephone by following the instructions on the shares on behalf of beneficial owners do not receiveNotice of Internet Availability of Proxy Materials voting instructions from the beneficial holders. If athat you received in the mail. Internet voting and broker does not have instructions and is barred byvoting by telephone is available 24 hours a day and law or applicable rules from exercising itswill close for plan participants at 11:59 p.m. Eastern discretionary voting authority in the particularTime on May 1, 2020. matter, then the shares will not be voted on the

matter, resulting in a ‘‘broker non-vote.’’ For ourThe Notice of Internet Availability of Proxy Annual Meeting, this means that absent votingMaterials also includes instructions for requesting instructions, brokers are not permitted to vote onprinted proxy materials by mail. If you requested the election of Trustees or the non-binding advisoryand received a paper proxy card, you may vote by ‘‘Say-on-Pay’’ item. If your shares are held by amail by completing, signing and dating the proxy broker and you wish to vote on those items, youcard and returning it in the pre-addressed, postage- should complete the voting instruction card youprepaid envelope included with the proxy card. receive from the broker or request one from theWhether you vote through the Internet, by broker as necessary. You will also be able to votetelephone or by returning a proxy card in the mail, these shares by Internet or telephone. A broker maythe plan trustee will vote the common shares held in vote on the ratification of the selection of ouryour plan account in accordance with your independent registered public accounting firm if theinstructions. If you do not provide the plan trustee shareholder does not give instructions.


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Q: WHAT DOES IT MEAN IF I RECEIVE MORE •Re-voting on the Internet or by telephone untilTHAN ONE NOTICE OF INTERNET 11:59 p.m. Eastern Time on May 5, 2020; orAVAILABILITY OF PROXY MATERIALS OR •Attending the Annual Meeting and voting inPROXY CARD? person.

A: If you receive more than one Notice of Internet If you are a participant in the Eversource 401(k)Availability of Proxy Materials and proxy card, then Plan, you may revoke your proxy card and changeyou have multiple accounts in which you own your vote by re-voting on the Internet or bycommon shares. Please follow all instructions to telephone until 11:59 p.m. Eastern Time on May 1,ensure that all of your shares are voted. In addition, 2020.for your convenience and to reduce costs, werecommend that you contact your broker, bank or

Q: WHO PAYS THE COST OF SOLICITING THEour transfer agent to consolidate as many accountsPROXIES REQUESTED?as possible under a single name and address. If you

have any questions concerning common shares you A: Eversource Energy will bear the cost of solicitinghold in your name, including address changes, name proxies on behalf of the Board of Trustees. Inchanges, requests to transfer shares and similar addition to the use of the mails, proxies may beissues, you may contact our transfer agent, solicited by telephone or electronic mail by officersComputershare Investor Services, by mail at or employees of Eversource Energy or its serviceP. O. Box 505005, Louisville, Kentucky 40233-5005, company affiliate, Eversource Energy Serviceby telephone at (800) 999-7269, or on the Internet Company, who will not be specially compensatedat www.computershare.com/investors. for such activities, and by employees of

Computershare, our transfer agent and registrar.Q: HOW CAN I CHANGE MY VOTE? We have also retained D.F. King & Co., Inc., a

professional proxy soliciting firm, to assist in theA: Your presence at the Annual Meeting will not solicitation of proxies for a fee of $9,500, plusautomatically revoke your proxy. You may, however, reimbursement of certain out-of-pocket expenses.revoke a proxy and change your vote at any time We will request persons, firms and other companiesbefore the polls close at the Annual Meeting by: holding common shares in their names or in the•Delivering either a written notice of revocation of name of their nominees, which are beneficially

the proxy or a duly executed proxy bearing a later owned by others as of March 11, 2020, to send proxydate to: materials to and obtain voting instructions from the

beneficial owners, and we will reimburse thoseRichard J. Morrison holders for any reasonable expenses that they incur.SecretaryEversource Energy800 Boylston Street, 17th FloorBoston, Massachusetts 02199-7050;


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16MAR201609205003 2020 ANNUAL MEETING OF … · 2020-03-26 · 16MAR201609205003 11MAR201914413679...

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