EVERSOURCE ENERGY

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and Mr. Nolan’s performance in leading the Company towards a successful year overall, in managing the challenging divestiture from our offshore wind business, in the Company’s continuing efforts in all areas of sustainability and social responsibility, and in overcoming several challenges resulting from substantial storm and employee-related expenses, and the continuing impacts of interest rate hikes, high inflation and supply chain issues.​

Based on the recommendations of the Chief Executive Officer as to executives other than himself, the Committee

approved annual incentive program payments for the active Named Executive Officers noted in the Summary Compensation Table. These payments reflected the individual and team contributions of those Named Executive Officers in achieving the goals and the additional accomplishments and the overall performance of the Company.

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2023 and 2024 Annual Incentive Program Awards

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(1)

Individual was not a Named Executive Officer in 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

Performance Share Grants

General

Performance Shares are designed to reward future financial performance and returns to shareholders, 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 2024 – 2026, 2023 – 2025 and 2022 – 2024 Programs

For the 2024 – 2026 Program, the Committee determined it would continue to measure performance using the

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2025 Proxy Statement 55 following objective, formulaic method: (i) average diluted recurring earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in previous years, the Committee selected EPSG and TSR as performance measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. The Committee considers it a best practice to use a combination of relative and absolute metrics, with absolute EPS growth serving as a key input to shareholder value and relative TSR serving as the output.​

The number of Performance Shares awarded at the end of the three-year period ranges from zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrices below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the 2024 – 2026 Program for our Named Executive Officers ranged from 105 percent to 424 percent of base salary. Vesting at 100 percent of target occurs at various

combinations of EPSG and TSR performance as set forth in the chart that follows. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company’s share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent members of the Board determined the Performance Share grants for the Chief Executive Officer. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers. For all three programs, the Committee used the same performance measures of EPSG and TSR.

The performance charts set forth below describe how the Performance Share payout was determined under the 2022 – 2024 Program and how the Performance Share payout will be determined under the 2023 – 2025 Program and the 2024 – 2026 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.

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2022 – 2024 Long-Term Incentive Program Performance

Share Potential Payout

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562025 Proxy Statement

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

Share Potential Payout

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2024 – 2026 Long-Term Incentive Program Performance

Share Grants at Target

Results of the 2022 – 2024 Performance Share Program

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

determined by the Committee at its January 28, 2025 meeting. At that meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance criteria. The number of performance shares awarded to the Named Executive Officers were approved as set forth in the table below. While this was a disappointing result, the payouts demonstrate the pay-for-performance alignment of our long-term incentive program.​

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(1)

Individual was not a Named Executive Officer during this period.

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2025 Proxy Statement 57

CHIEF EXECUTIVE OFFICER SUMMARY PERFORMANCE SHARES

REALIZED VALUE VS. GRANT-DATE FAIR VALUE

The CEO performance share award earned for the 2022-2024 performance period represented 40% of the original grant-date fair value of the Performance Share award in February 2022 after taking into account the 68% payout factor and the decrease in the value of underlying award units over the performance period:

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 dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on our common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend equivalents, are not issued for any RSUs that do not vest.

The Committee determined RSU grants for each executive officer participating in the long-term incentive program.

RSU grants are based on a percentage of annualized base salary at the time of the grant. In 2024, the percentage used for each Named Executive Officer was based on their position in the Company and ranged from 45 percent to 145 percent of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each executive officer under exceptional circumstances. The Committee and all other independent members of the Board determined the RSU grants for the Chief Executive Officer. Based on input from our Chief Executive Officer, the Committee determined the RSU grants for each of the other executive officers, including the other Named Executive Officers.

All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from a percent of salary into common share equivalents by dividing the value of each grant by the average closing price for our common shares over the ten trading days prior to the date of the grant. RSU grants at 100 percent of target were approved as set forth in the table below.

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582025 Proxy Statement