Eversource Energy Invites Shareholders to 2024 Annual Meeting

Ticker: ES · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 72741

Sentiment: neutral

Topics: Eversource Energy, Proxy Statement, Annual Meeting, Investments, Clean Energy

TL;DR

Eversource Energy is holding its 2024 Annual Meeting of Shareholders, highlighting significant investments in core businesses and clean energy initiatives.

AI Summary

EVERSOURCE ENERGY (ES) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Eversource Energy invested over $4.6 billion in its core businesses in 2023. The company serves 4.4 million customers with energy and water services. Eversource is advancing electrification and transmission infrastructure in Massachusetts. A networked geothermal pilot project and EV charging stations were initiated. The sale of offshore wind assets is expected to lower risk and focus on core growth.

Why It Matters

For investors and stakeholders tracking EVERSOURCE ENERGY, this filing contains several important signals. The filing is a definitive proxy statement (DEF 14A) for the 2024 Annual Meeting of Shareholders, detailing company operations and strategic decisions. Shareholder approval will be sought for matters presented at the meeting, including executive compensation and board nominations, impacting corporate governance.

Risk Assessment

Risk Level: medium — EVERSOURCE ENERGY shows moderate risk based on this filing. The company's significant investments and strategic shifts, such as exiting offshore wind, present both growth opportunities and potential risks that require careful shareholder consideration.

Analyst Insight

Shareholders should review the proxy materials to understand the company's strategic direction, particularly regarding capital allocation and risk management, before voting.

Key Numbers

Key Players & Entities

FAQ

When did EVERSOURCE ENERGY file this DEF 14A?

EVERSOURCE ENERGY filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by EVERSOURCE ENERGY (ES).

Where can I read the original DEF 14A filing from EVERSOURCE ENERGY?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by EVERSOURCE ENERGY.

What are the key takeaways from EVERSOURCE ENERGY's DEF 14A?

EVERSOURCE ENERGY filed this DEF 14A on March 22, 2024. Key takeaways: Eversource Energy invested over $4.6 billion in its core businesses in 2023.. The company serves 4.4 million customers with energy and water services.. Eversource is advancing electrification and transmission infrastructure in Massachusetts..

Is EVERSOURCE ENERGY a risky investment based on this filing?

Based on this DEF 14A, EVERSOURCE ENERGY presents a moderate-risk profile. The company's significant investments and strategic shifts, such as exiting offshore wind, present both growth opportunities and potential risks that require careful shareholder consideration.

What should investors do after reading EVERSOURCE ENERGY's DEF 14A?

Shareholders should review the proxy materials to understand the company's strategic direction, particularly regarding capital allocation and risk management, before voting. The overall sentiment from this filing is neutral.

How does EVERSOURCE ENERGY compare to its industry peers?

Eversource Energy operates in the electric services industry, focusing on providing reliable energy and water services while investing in clean energy infrastructure and grid modernization.

Are there regulatory concerns for EVERSOURCE ENERGY?

The company is subject to regulatory oversight from state agencies concerning its operations, investments, and rates, as evidenced by its Massachusetts Electric Sector Modernization Plan.

Risk Factors

Industry Context

Eversource Energy operates in the electric services industry, focusing on providing reliable energy and water services while investing in clean energy infrastructure and grid modernization.

Regulatory Implications

The company is subject to regulatory oversight from state agencies concerning its operations, investments, and rates, as evidenced by its Massachusetts Electric Sector Modernization Plan.

What Investors Should Do

  1. Review the proxy statement for details on director nominees and executive compensation.
  2. Understand the strategic rationale and financial implications of the offshore wind asset sale.
  3. Evaluate the company's progress and future plans for clean energy investments and grid modernization.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A for the 2024 Annual Meeting, indicating a shift in focus from previous filings which may have included more detailed operational reports.

Filing Stats: 4,503 words · 18 min read · ~15 pages · Grade level 13.2 · Accepted 2024-03-22 16:07:26

Key Financial Figures

Filing Documents

Executive Compensation Governance Highlights

Executive Compensation Governance Highlights 3 Voting Items and Board Recommendations 4

: Election of Trustees

Item 1: Election of Trustees 7 Governance of Eversource Energy 13 Board's Leadership Structure 13 Selection of Trustees 13 Trustee Qualifications, Skills and Experience 14 Evaluation of Board and Board Refreshment 16 Board Committees and Responsibilities 17 Compensation Committee Interlocks and Insider Participation 20 Meetings of the Board and its Committees 20 Board's Oversight of Risk 21 Cyber and Physical Security Risk 22 Sustainability/ESG/Climate Risk 22 Shareholder Engagement 29 Political Activity 29 Trustee Independence 30 Related Person Transactions 31 The Code of Ethics and the Code of Business Conduct 31 Communications from Shareholders and Other Interested Parties 32 Securities Ownership of Certain Beneficial Owners 33 Common Share Ownership of Trustees and Management 34 Trustee Compensation 35 Compensation Discussion and Analysis 37 Summary of 2023 Accomplishments and Overall Compensation 37 Pay for Performance Philosophy 44

Executive Compensation Governance

Executive Compensation Governance 44 Named Executive Officers 45 Overview of our Compensation Program 45 Market Analysis 46 Target Percentage of Compensation Elements 47 Results of Our 2023 Say-on-Pay Vote 48 Elements of 2023 Compensation 48 Risk Analysis of Executive Compensation Program 49 2023 Annual Incentive Program Assessment 49 Long-Term Incentive Program 58 Clawback Policies 61 2024 Proxy Statement i TABLE OF CONTENTS No Hedging and No Pledging Policy 61 Share Ownership Guidelines and Retention Requirements 62 Other Benefits 62 Contractual Agreements 63 Tax and Accounting Considerations 63 Equity Grant Practices 63 Compensation Committee Report 64

Executive Compensation

Executive Compensation 65 Summary Compensation Table 65 Grants of Plan-Based Awards During 2023 67 Outstanding Equity Grants at December 31, 2023 68 Option Exercises and Stock Vested in 2023 69 Pension Benefits in 2023 69 Nonqualified Deferred Compensation in 2023 71 Potential Payments Upon Termination or Change in Control 71 Pay Ratio 75 Pay Versus Performance 75 Exhibit A 80

: Advisory Vote on Executive Compensation

Item 2: Advisory Vote on Executive Compensation 81

: RATIFICATION OF the Selection of the Independent Registered Public Accounting Firm

Item 3: RATIFICATION OF the Selection of the Independent Registered Public Accounting Firm 83 Relationship with Principal Independent Registered Public Accounting Firm 83 Report of the Audit Committee 84

: Shareholder Proposal titled "Simple Majority Vote"

Item 4: Shareholder Proposal titled "Simple Majority Vote" 86 Other Matters 87 Shareholder Proposals 87 2023 Annual Report and Annual Report on Form 10-K 87 Questions and Answers About the Annual Meeting and Voting 88

Forward-Looking Statements

Forward-Looking Statements This proxy statement may contain forward-looking statements that are intended to qualify for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made and speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under "Risk Factors," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. ii 2024 Proxy Statement TABLE OF CONTENTS Information Summary This summary highlights information contained elsewhere in this proxy statement. This is only a summary, and we encourage you to review the entire proxy statement, as well as our 2023 Annual Report. A Notice of Internet Availability of Proxy Materials, our 2023 Annual Report, and a form of proxy or voting instruction card are first being made available to shareholders on or about March 22, 2024. Annual Meeting of Shareholders Time and Date: 10:30 a.m., Eastern Time, on Wednesday, May 1, 2024 Location: Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199 Record Date: March 5, 2024 2023 Performance Highlights We achieved several positive financial, operational and sustainability performance results in 2023. The following are brief summaries of some of our most important accomplishments. Please also refer to "Summary of 2023 Accomplishments and Overall Compensation" found on page 37 of this proxy statement. Financi

Executive Compensation Governance Highlights

Executive Compensation Governance Highlights What we DO: Focus on Pay for Performance. Maintain share ownership and holding guidelines. Utilize balanced incentive metrics including both absolute and relative measures. Deliver the majority of incentive compensation opportunity in long-term equity. Maintain double-trigger change in control vesting provisions. Maintain a broad financial and personal misconduct clawback policy relating to incentive compensation. Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity. Engage an independent compensation consultant. Hold an annual Say-on-Pay vote. Impose payout limitations on incentive awards. Maintain a limited executive and Trustee trading window. What we DON'T do : X Include tax gross-ups in any new or materially amended executive compensation agreements. X Allow hedging, pledging or similar transactions by executives and Trustees. X Provide for liberal share recycling within long term compensation grants. X Pay dividends on equity awards before vesting. X Allow for discounts or repricing of options or stock appreciation rights. 2024 Proxy Statement 3 TABLE OF CONTENTS Information Summary Voting Items and Board Recommendations 2024 Business Items The Board of Trustees of Eversource Energy is asking you to vote on four items:

—Election of Trustees

Item 1—Election of Trustees The Board has nominated nine Trustees for re-election to our Board of Trustees. Daniel J. Nova was elected to the Board by the Trustees effective June 1, 2023. Each of the other nominees was elected to the Board by at least 88.69 percent of the shares voted at the 2023 Annual Meeting. The following table provides summary information about each nominee: Board Committees Trustee Age Trustee Since Independent Audit Compensation Governance, Environmental and Social Responsibility Executive Finance Cotton M. Cleveland 71 1992 Y C M M Linda Dorcena Forry 50 2018 Y M M Gregory M. Jones 66 2020 Y M M Loretta D. Keane 65 2023 Y V M John Y. Kim 63 2018 Y M M C David H. Long 63 2019 Y M M Joseph R. Nolan, Jr. 60 2021 N C Daniel J. Nova 62 2023 Y M M Frederica M. Williams 65 2012 Y M M C: Committee Chair V: Committee Vice Chair M: Committee member (The Trustees who currently chair the Audit and Compensation Committees will retire on the Annual Meeting date and are not nominees for re-election.) Board Composition Of our nine nominees eight are independent, six have served on the Board for five or fewer years, four are women, and four are persons of color. Please see the sections in Item 1 Election of Trustees, under the captions "Election of Trustees," "Selection of Trustees," "Trustee Qualifications, Skills and Experience," and "Evaluation of Board and Board Refreshment" beginning on page 7.

—Advisory Vote to Approve the Compensation of our Named Executive Officers

Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers We are asking shareholders to approve the compensation of the Company's Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (SEC). As noted in the Summary of 2023 Accomplishments and elsewhere in this proxy statement, except for the effects of the offshore wind impairment, we achieved excellent performance results in 2023. Our Board is committed to executive compensation programs that reflect market-based incentive compensation and that align the interests of our executives with those of our shareholders, and we believe that the compensation paid to our Named Executive Officers in 2023 reflects that alignment between pay and performance. Please see pages 81 – 82. 4 2024 Proxy Statement TABLE OF CONTENTS Information Summary

—Ratify the Selection of the Independent Registered Public Accounting Firm for 2024

Item 3—Ratify the Selection of the Independent Registered Public Accounting Firm for 2024 Our Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2024. The Board is seeking shareholder ratification of this selection. Please see pages 83 – 85. The Board of Trustees recommends that shareholders vote FOR Items 1, 2 and 3.

—Shareholder Proposal titled "Simple Majority Vote"

Item 4—Shareholder Proposal titled "Simple Majority Vote" The Company has received a shareholder proposal from John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, which asks that shareholders express their support for a change to the Company's Declaration of Trust that would revise all provisions that currently require more than a majority vote to a majority-only vote. Please see page 86 . The Board of Trustees makes no recommendation regarding Item 4. 2024 Proxy Statement 5 TABLE OF CONTENTS Proxy Statement Annual Meeting of Shareholders May 1, 2024 Introduction We are furnishing this proxy statement in connection with the solicitation of proxies by the Board of Trustees of Eversource Energy for use at the Annual Meeting of Shareholders (the Annual Meeting). We are holding the Annual Meeting on Wednesday, May 1, 2024, at 10:30 a.m. Eastern Time, at the offices of Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199. We have provided our shareholders with a Notice of Internet Availability of our proxy materials or paper copy with instructions on how to access our proxy materials online and how to vote. We will continue to provide printed materials to those shareholders who have requested them. If you are a record holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Investor Services, P. O. Box 43078, Providence, Rhode Island 02940-3078; toll free: 800-999-7269; or login to your online account at www.computershare.com/investor to update your delivery preferences. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held. We are making this proxy statement available to solicit your proxy to vote on the matters presented at the Annual Meeting. Our Board requests that you submit your proxy by the Internet, telephone, or at the Annual Meeting so that your shares will be repre

: Election of Trustees

Item 1: Election of Trustees Our Board of Trustees oversees the business affairs and management of Eversource Energy. The Board currently consists of twelve Trustees, one of whom, Joseph R. Nolan, Jr., our Chairman of the Board, President and Chief Executive Officer, is a member of management. Francis A. Doyle, Kenneth R. Leibler and William C. Van Faasen are retiring from the Board effective on the date of the Annual Meeting; we thank them for their exceptional service to the Company. The Board has nominated each of the other incumbent nine Trustees for re-election at the Annual Meeting to hold office until the next Annual Meeting or otherwise until the succeeding Board of Trustees has been elected and at least a majority of the succeeding Board is qualified to act. The number of Trustees was last set at 14; this provides the Board with flexibility to add Trustees when appropriate. Shareholders may vote for up to nine nominees. Unless you specify otherwise in your vote, we will vote the enclosed proxy to elect the nine nominees named on pages 8 - 12 as Trustees. We describe below and on the following pages each nominee's name, age, and date first elected as a Trustee, Committees served on, and a brief summary of the nominee's business experience, including the nominee's particular qualifications, skills and experience that led the Board to conclude that the nominee should continue to serve as a Trustee. Please see the Trustees' biographies below and the sections captioned "Selection of Trustees," "Trustee Qualifications, Skills and Experience" and "Evaluation of the Board and Board Refreshment" beginning on page 13 . Each nominee has indicated to our Lead Independent Trustee that they will stand for election and will serve as a Trustee if elected. The affirmative vote of the holders of a majority of the common shares outstanding as of the record date will be required to elect each nominee. This means that each nominee must receive the affirmative vote of th

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