EVERSOURCE ENERGY

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continuing efforts in all areas of sustainability and social responsibility, and in overcoming several challenges resulting from substantial storm and employee-related expenses, and the continuing impacts of interest rate hikes, high inflation and supply chain issues.

As the graph set forth below for our Chief Executive Officer shows, the Committee eliminated all of the potential payout with respect to the EPS-based goal within our annual incentive plan, resulting in a below-target payout.

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CEO Annual Incentive

2022 v 2023

2023 & 2022 Annual Incentive Program Awards

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(1)

Mr. Hunt was not a Named Executive Officer in 2022.

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(2)

Mr. Schweiger retired during 2023 and was not eligible for an Annual Incentive Plan award for 2023.

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Long-Term Incentive Program

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

Long-Term Incentive Program

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582024 Proxy Statement

Performance Share Grants

General

Performance Shares are designed to reward future financial performance, measured by long-term earnings growth and shareholder returns over a three-year performance period, therefore aligning executive compensation with performance. Performance Shares are granted as a target number of Eversource Energy common shares. The number of Performance Shares is determined by dividing the target grant value in dollars by the average daily closing prices of Eversource common shares on the New York Stock Exchange for the ten business days preceding the grant date and rounding to the nearest whole share. Until the end of the performance period, the value of dividends that would have been paid with respect to the Performance Shares had the Performance Shares been actual common shares are deemed to be invested in additional Performance Shares, which remain at risk and are not distributed until actual performance for the period is determined and vesting takes place.

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

For the 2023 – 2025 Program, the Committee determined it would continue to measure performance using the following objective, formulaic method: (i) average diluted earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in previous years, the Committee selected EPSG and TSR as performance measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. The Committee considers it a best practice to use a

combination of relative and absolute metrics, with absolute EPS growth serving as a key input to shareholder value and relative TSR serving as the output.

The number of Performance Shares awarded at the end of the three-year period ranges from zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrices below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the 2023-2025 Program for our Named Executive Officers ranged from 105 percent to 424 percent of base salary. Vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance as set forth in the chart that follows. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company’s share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent members of the Board determined the Performance Share grants for the Chief Executive Officer. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers. For all three programs, the Committee used the same performance measures of EPSG and TSR.

The performance chart set forth below describes how the Performance Share payout was determined under the 2021 – 2023 Program and how the Performance Share payout will be determined under the 2022 – 2024 Program and the 2023 – 2025 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.

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2024 Proxy Statement 59

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

Share Potential Payout

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2023 – 2025 Long-Term Incentive Program Performance

Share Grants at Target

Results of the 2021 – 2023 Performance Share Program

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

disappointing result, the payouts demonstrate the pay/​performance alignment of our long-term incentive program.

Restricted Share Units (RSUs)

General

Each RSU granted under the long-term incentive program entitles the holder to receive one common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested

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602024 Proxy Statement