EVERSOURCE ENERGY
For the period ended May 6, 2026. Filed Mar 27, 2026.
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May 6, 2026 · Filed Mar 27, 2026
Contents
Long-Term Incentive Program
2025 Annual Incentive Program Awards
| · · · · 2025 Base Salary · · · 2025 Annual Incentive Target · · · 2025 Company Performance Factor · · · 2025 Incentive at 145% Performance Factor · · · 2025 Final Annual Incentive Payout · | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · ($) · · · (%) · · · (%) · · · ($) · · · ($) · | ||||||||||||||||||||||||||||||||
| | Joseph R. Nolan, Jr. | | | | | 1,442,000 | | | | | | 140% | | | | | | 145% | | | | | | 2,927,000 | | | | | | 3,000,000 | | |
| | John M. Moreira | | | | | 876,000 | | | | | | 80% | | | | | | 145% | | | | | | 1,016,000 | | | | | | 1,300,000 | | |
| | Paul W. Chodak III | | | | | 876,000 | | | | | | 80% | | | | | | 145% | | | | | | 1,016,000 | | | | | | 1,016,000 | | |
| | Gregory B. Butler | | | | | 754,000 | | | | | | 70% | | | | | | 145% | | | | | | 765,000 | | | | | | 700,000 | | |
| | James W. Hunt, III | | | | | 568,000 | | | | | | 70% | | | | | | 145% | | | | | | 577,000 | | | | | | 750,000 | | |
Long-Term Incentive Program
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. As noted earlier in the proxy statement and at the beginning of the CD&A and as a result of the feedback we received during engagement sessions with key stakeholders, for 2026, the Compensation Committee adopted a provision that caps performance share payouts at 100 percent of target if cumulative absolute TSR is negative over the three-year performance period. 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 date 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 2025 – 2027, 2024 – 2026, and 2023 – 2025 Programs
For the 2025 – 2027 Program, the Committee determined it would continue to measure performance using the 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
542026 Proxy Statement 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 matrix 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 2025 – 2027 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 2023 – 2025, the 2024 – 2026 and the 2025 – 2027 Programs. 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.
2023 – 2025, 2024 – 2026 and 2025 – 2027 Long-Term Incentive Program Performance
Share Potential Payout
| | | Three-Year Average EPS Growth | | |
|---|---|---|---|---|
| | | 10.0% | | |
| | | 9.0% | | |
| | | 8.0% | | |
| | | 7.0% | | |
| | | 6.0% | | |
| | | 5.0% | | |
| | | 4.0% | | |
| | | 3.0% | | |
| | | 2.0% | | |
| | | 1.0% | | |
| | | 0.0% | | |
| | | Below 0% | | |
| · · Three-Year Relative Total Shareholder Return Percentiles · · | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Below 10th | | | 20th | | | 30th | | | 40th | | | 50th | | | 60th | | | 70th | | | 80th | | | 90th | | | Above 90th | | |
| | | 100% | | | 110% | | | 130% | | | 140% | | | 150% | | | 160% | | | 170% | | | 180% | | | 190% | | | 200% | | |
| | | 90% | | | 100% | | | 120% | | | 130% | | | 140% | | | 150% | | | 160% | | | 170% | | | 180% | | | 190% | | |
| | | 80% | | | 90% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | | 160% | | | 170% | | | 180% | | |
| | | 70% | | | 80% | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | | 160% | | | 170% | | |
| | | 60% | | | 70% | | | 90% | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | | 160% | | |
| | | 40% | | | 60% | | | 80% | | | 90% | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | |
| | | 30% | | | 40% | | | 60% | | | 80% | | | 90% | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | |
| | | — | | | 20% | | | 40% | | | 70% | | | 80% | | | 90% | | | 100% | | | 110% | | | 120% | | | 130% | | |
| | | — | | | — | | | 20% | | | 60% | | | 70% | | | 80% | | | 90% | | | 100% | | | 110% | | | 120% | | |
| | | — | | | — | | | — | | | 30% | | | 50% | | | 60% | | | 70% | | | 80% | | | 100% | | | 110% | | |
| | | — | | | — | | | — | | | 10% | | | 20% | | | 30% | | | 40% | | | 50% | | | 60% | | | 70% | | |
| | | — | | | — | | | — | | | — | | | 10% | | | 20% | | | 30% | | | 40% | | | 50% | | | 60% | | |
2025 – 2027 Long-Term Incentive Program:
Performance Share and Restricted Share Grants at Target
| · Named Executive Officer · · · 2025 Base Salary · · · 2025 Target LTI Award as a % of Base Salary · · · 2025 Target LTI Award · · · Share Price* · · · 2025 Target Award of Performance Share Units (Rounded) · · · 2025 Target Award of Restricted Share Units (Rounded) · | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · ($) · · · (%) · · · ($) · · · ($) · · · (#) · · · (#) · | ||||||||||||||||||||||||||||||||||||||
| | Joseph R. Nolan, Jr. | | | | | 1,442,000 | | | | | | 600% | | | | | | 8,652,000 | | | | | | 57.11 | | | | | | 113,623 | | | | | | 37,874 | | |
| | John M. Moreira | | | | | 876,000 | | | | | | 265% | | | | | | 2,321,000 | | | | | | 57.11 | | | | | | 30,481 | | | | | | 10,160 | | |
| | Paul W. Chodak III | | | | | 876,000 | | | | | | 240% | | | | | | 2,102,000 | | | | | | 57.11 | | | | | | 27,605 | | | | | | 9,202 | | |
| | Gregory B. Butler | | | | | 754,000 | | | | | | 180% | | | | | | 1,357,000 | | | | | | 57.11 | | | | | | 17,821 | | | | | | 5,940 | | |
| | James W. Hunt, III | | | | | 568,000 | | | | | | 180% | | | | | | 1,022,000 | | | | | | 57.11 | | | | | | 13,421 | | | | | | 4,474 | | |
Ten-day stock price average ending January 28, 2025 (day before grant)
2026 Proxy Statement 55
Results of the 2023 – 2025 Performance Share Program
2023 – 2025 Performance Shares vested at 44 percent of target, meaningfully below the target, due to our disappointing share price performance over the period, which ended on December 31, 2025. Taking into account the change in the Company’s share price since the grant date further reduces the final payout to 34 percent of target. Specifically, the actual performance level achieved under the Program was a three-year average adjusted EPS growth of 5.2 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 44 percent of target. 2023, 2024 and 2025 non-GAAP earnings per share, as described in Exhibit A, were the basis for performance level assessment determined by the Committee at its January 27, 2026 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.
The Committee’s most recent long-term incentive cycle resulted in below-target vesting, providing clear evidence that the Company’s compensation program is both reasonable and operating exactly as intended. The vesting outcome demonstrates that the long term incentive framework applies meaningful performance rigor, calibrates payouts to multi-year results, and avoids unwarranted rewards when performance does not fully meet expectations.
The below-target vesting level underscores the strength of our goal-setting process. Performance ranges are established at levels that require sustained, above-market execution to achieve target or higher payouts. The outcome confirms that these goals were demanding and that the program does not produce automatic or inflated awards. Instead, vesting varied in line with the Company’s broader financial, operational, and shareholder-value performance over the three-year period.
This result also reinforces alignment with shareholder interests. When shareholders experienced more moderate returns, the long-term incentive program produced correspondingly lower payouts, reflecting the principles of pay-for-performance and ensuring that executives share in both the upside and downside of the Company’s long-term results. This symmetry is a core expectation of institutional investors and proxy advisors, and the most recent cycle demonstrates the effectiveness of the design.
Finally, the below-target outcome confirms that the program appropriately balances rewards and risk. By tying vesting to multi-year metrics rather than short-term factors, the framework encourages executives to pursue sustainable value creation and prevents payouts that are inconsistent with overall performance. The Committee believes these results provide strong validation that the long term incentive program remains reasonable, well-calibrated, and aligned with both market best practices and long-term shareholder value.
| · 2023 – 2025 Long-Term Incentive Program Performance Share Awards · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · Named Executive Officer · · · Performance Share Award · | ||||||||
| | Joseph R. Nolan, Jr. | | | | | 35,282 | | |
| | John M. Moreira | | | | | 8,426 | | |
| | Paul Chodak III | | | | | 5,522 | | |
| | Gregory B. Butler | | | | | 5,992 | | |
| | James W. Hunt, III | | | | | 3,506 | | |
562026 Proxy Statement
CHIEF EXECUTIVE OFFICER SUMMARY PERFORMANCE SHARES
REALIZED VALUE VS. GRANT DATE FAIR VALUE
The CEO performance share awards earned for the 2021-2023, 2022-2024, and 2023-2025 performance periods each represented less than 50 percent of the original grant date fair value of the performance share award after considering payout factors and the change 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 2025, the percentage used for each Named Executive Officer was based on their position in the Company and ranged from 45 percent to 150 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.
2026 Proxy Statement 57
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.