EVERSOURCE ENERGY

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Pay Ratio

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Our Chief Executive Officer to median employee pay ratio is calculated pursuant to the requirements of Item 402(u) of Regulation S-K. We identify a new median employee each year. For 2023, we identified the median employee by reviewing the 2023 total cash compensation of all full-time employees, excluding our Chief Executive Officer, who were employed by the Company and its subsidiaries on December 31, 2023. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2023. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by the Company at the end of 2023. We believe

the use of total cash compensation for all employees is a consistently applied compensation measure, as the Company does not widely distribute annual equity awards to employees.

After identifying the median employee based on total cash compensation, we calculated the annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table.

Mr. Nolan had 2023 total compensation of $18,885,577. Our median employee’s annual total compensation for 2023 was $140,991. Our 2023 Chief Executive Officer to median employee pay ratio is 134 to 1.

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Pay Versus Performance

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Pursuant to Item 402(v) of Regulation S-K, we are providing the following information regarding certain measures of the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the Compensation Actually Paid (CAP) to our NEOs, we make various adjustments to amounts that have been previously reported in the Summary Compensation Table (SCT) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as average compensation.

In the 2023 Annual Incentive Program Performance Assessment as well as the Long-Term Incentive Program sections of the CD&A, we describe all of the elements that have a direct connection to the Company’s financial performance and to the CAP of the Company’s PEO and the NEOs as a group (excluding the PEO). As the majority of total direct compensation is provided to our PEO and NEOs through long-term incentives, the Company’s stock price also has a direct relationship to the CAP.

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(1)

The PEOs for each year are as follows:

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a.

2023, 2022 and 2021 —Joseph R. Nolan, Jr.

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b.

2020 and 2021 — James J. Judge. Mr. Nolan became the Company’s Chief Executive Officer on May 5, 2021

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(2)

The Non-PEO NEOs for each year are as follows:

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a.

2023 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, James W. Hunt, III and Werner J. Schweiger

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b.

2022 — John M. Moreira, Gregory B. Butler, Christine M. Carmody, Werner J. Schweiger, James J. Judge and Philip J. Lembo

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c.

2021 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Christine M. Carmody

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d.

2020 — Philip J. Lembo, Werner J. Schweiger, Gregory B. Butler and Joseph R. Nolan, Jr.

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(3)

The values disclosed in this TSR column represent the measurement period value of an investment of $100 in our units as of December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022 and December 31, 2023 as compared to the EEI Index, as disclosed in our Annual Report on Form 10-K for fiscal year ended 2023 pursuant to Item 201(e) of Regulation S-K

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(4)

Set forth in Footnote 1 on page 33 and Exhibit A to the CD&A is a full description of how non-GAAP EPS was determined. The Company believes non-GAAP EPS is a very important measure to investors and which is indicative of Company performance; accordingly, it represents a significant factor in determining both annual and long term executive compensation, though as noted the Compensation Committee determined that due to the disappointing performance in our 2023 stock price, the Committee scored the EPS goal at zero out of 200 within the EPS based portion of the 2023 annual incentive program

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To calculate CAP for our PEOs and Non-PEO NEOs in the table above, the following amounts were deducted and added to the values as reported in the SCT:

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(a)

The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the PEO and non-PEO NEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP

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(b)

For the periods covered, no individual equity awards were granted and vested in the same year, except as it relates to the 2023 awards to Mr. Schweiger, who retired on July 1, 2023, respectively, and no dividends or other earnings were paid on outstanding and unvested awards. The valuation assumptions used to calculate the fair values of performance shares reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Outstanding RSUs accrue dividend equivalent units in the form of additional common shares that are not distributed unless and until the underlying award vests and becomes payable. The value of dividend equivalent units are reflected in the values set forth above.

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Analysis of the Information Presented in the Pay Versus Performance Table

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Overall, while the Company exhibited strong overall performance, the impairment charge taken on our offshore wind investment had a significant negative impact on the Company and our shareholders. Accordingly, we note that CAP for our PEOs and Non-PEO NEOs is significantly lower than their respective SCT numbers. The Compensation Committee eliminated the entire payout from the EPS-based portion of our annual incentive plan, resulting in a below target payout for the PEO and the Non-PEO NEOs. The lower stock prices after grant as well as the impact of interest rates on the present value of qualified and non-qualified pension plans also impacted the CAP.

As set forth in the Overview of Our Compensation Program section of the CD&A, the Compensation

Committee balances short-term goals with long-term goals, using performance-based incentive compensation to reward individual and team performance to align the interests of executives with shareholders, customers, and employees. Therefore, any single measure of Company performance for a particular period will not necessarily align with “compensation actually paid” as computed under SEC rules, which reflects, among other things, changes in stock price and/or the probable outcomes of performance goals for previously granted equity awards.

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following comparisons of the relationships regarding information presented in the Pay Versus Performance table.

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Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs.

Non-GAAP EPS

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The graph below illustrates the trend in CAP over the four years to our non-GAAP EPS. This illustrates that over the four-year period, non-GAAP EPS consistently

increased, however, compensation fluctuated due to the impact of the below target payout of our annual incentive plan in 2023 and the lower stock prices throughout 2023.

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Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs. Net Income

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While the Company does not use net income as a performance measure in its overall executive compensation program and therefore would not necessarily expect a meaningful relationship to exist between the measures, the

graph below does illustrate that with a reduction in net income in 2023, CAP similarly dropped for the NEO and Non-PEO NEOs in 2023.

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Relationship Between CAP for the PEOs and Non-PEO NEOs (Average) vs. TSR

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As presented in graph below, the Company delivered positive TSR for the first three years of the four-year period, leading the EEI Index for 2020 but behind for the 2021 – 2023 periods. TSR is half of the measurement used for the Performance Share payout of our Long-Term Incentive Program. Four-year average EPS Growth is

cross-referenced with the actual four-year TSR percentile to determine the actual performance share payout as a percentage of target. Based on 2023 performance, CAP for both the PEO and the Non-PEO NEO’s (average) dropped due to both the below target payout of the annual incentive plan and lower stock prices after grant.

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Most Important Company Performance Measures for Determining Executive Compensation

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As also required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is a list of the performance measures that are considered the most important by the Company in determining executive compensation for the 2023 performance year. The performance measures included in this table are not ranked by relative importance. These are described in the 2023 Performance Goals section.

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