EVERSOURCE ENERGY

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December 31, 2024, 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.

(4)

For Voluntary Termination, Involuntary Termination Not for Cause, and Termination Upon Death or Disability: Represents values of RSUs granted under our long-term incentive programs that, at year-end 2024, 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, the values were calculated by multiplying the number of RSUs by $57.43, the closing price of our common shares on December 31, 2024, the last trading day of the year. For Termination Following a Change in Control: Represents values of all RSUs granted under our long-term incentive programs that, at year-end 2024, were unvested under applicable vesting schedules, all of which vest in full.

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(5)

For Termination Following a Change in Control: Represents actuarial present values at year-end 2024 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program). For Mr. Nolan, pension benefits were calculated by adding three years of service. A lump sum of this benefit value is payable to Mr. Nolan. Pension amounts shown in the table are present values at year-end 2024 of benefits payable upon termination as described with respect to the Pension Benefits Table above.

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(6)

The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the value of two years of employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes thereon. The amounts shown in the table for Mr. Moreira, Mr. Chodak and Ms. Sgroi represent the value of one year continued health and welfare plan participation. For Termination Following a Change in Control: represents estimated Company cost at year-end 2024 (estimated by our consultants) of providing post-employment health and welfare benefits beyond those available to non-executives upon involuntary termination. The amounts shown in the table for represent the value of continued health and welfare plan participation (three years for Mr. Nolan and two years for Mr. Moreira, Mr. Chodak and Ms. Sgroi. The amounts shown in the table for Mr. Butler represent the value of three years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes on the value of these benefits, less the value of one year of retiree health coverage at retiree rates.

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(7)

The amount for Involuntary Termination, Not for Cause: Represents Company cost of reimbursing Mr. Butler for two years of financial planning and tax preparation fees. For Termination Following a Change in Control: Represents Company cost of reimbursing Mr. Nolan and Mr. Butler for three years of financial planning and tax preparation fees.

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(8)

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

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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 2024, we identified the median employee by reviewing the 2024 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, 2024. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2024. 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 2024. 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 2024 Summary Compensation Table.

Mr. Nolan had 2024 total compensation of $13,578,154. Our median employee’s annual total compensation for 2024 was $142,220. Our 2024 Chief Executive Officer to median employee pay ratio is 95 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 five 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.

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2025 Proxy Statement 71

In the 2024 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.

2024, 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.

2024 — John Moreira, Paul Chodak, III, Susan Sgroi and Gregory B. Butler

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b.

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

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c.

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

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d.

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

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e.

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, December 31, 2023 and December 31, 2024 as compared to the EEI Index, as disclosed in our Annual Report on Form 10-K for fiscal year ended 2024 pursuant to Item 201(e) of Regulation S-K

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(4)

Set forth in Footnote 1 on page 39 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 2024 stock price, the Committee reduced payout for the EPS-based goal in our 2024 annual incentive plan to 75 percent from an indicative payout in the range of 125 to 200 percent. 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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722025 Proxy Statement

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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 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 is reflected in the values set forth above.

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2025 Proxy Statement 73

Analysis of the Information Presented in the Pay Versus Performance Table

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Overall, while we measure EPS on a recurring basis, the Committee took into consideration the loss on the sale of our offshore wind investments and the loss on the pending sale of the Aquarion water distribution business that had a 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 reduced the payout for the EPS-based goal in our 2024 annual incentive plan to 75 percent from an indicative payout in the range of 125 to 200 percent. 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 five years to our non-GAAP EPS. This illustrates that over the five-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 2024 and the lower stock prices throughout 2024.

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742025 Proxy Statement

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, CAP similarly decreased for the NEO and Non-PEO NEOs in 2024.

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2025 Proxy Statement 75

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 five-year period, leading the EEI Index for 2020 but behind for the 2021 – 2024 periods. TSR is half of the measurement used for Performance Share

payout of our Long-Term Incentive Program. Five-year average EPS Growth is cross-referenced with the actual five-year TSR percentile to determine the actual performance share payout as a percentage of target.

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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 2024 performance year. The performance measures included in this table are not ranked by relative importance. These are described in the 2024 Performance Goals section.

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762025 Proxy Statement