Through our 50/50 partnership, the Eversource/Ørsted joint venture has become America's leading offshore wind developer. We are the leading provider of energy efficiency services in the U.S., and the partnerships we have forged with local organizations and communities continue to provide customer savings and reduce emissions. Our energy storage projects,PURA’s grid modernization dockets, which include advanced metering, electric vehicle charging ~~stations~~infrastructure, and ~~utility-owned solar installations will~~other technologies.

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

Board Committees and Responsibilities

~~Board Committees and Responsibilities~~

The Board of Trustees has five standing committees, described below. The Board has adopted charters for each of these committees. These charters can be found

~~at www.eversource.com/content/ema-c/about/investors/~~
~~corporate-governance/board-committee-charters.~~

www.eversource.com/content/general/about/investors/ corporate-governance/board-committee-charters.

Audit Committee



~~Audit Committee~~
		Members: Francis A. Doyle, Chair Gregory M. Jones John Y. Kim Kenneth R. Leibler Frederica M. Williams
	~~Members:~~ ~~Francis A. Doyle, Chair~~ ~~John Y. Kim~~ ~~Kenneth R. Leibler~~ ~~William C. Van Faasen~~ ~~Frederica M. Williams~~		The Audit Committee is responsible for oversight of the ~~Company's~~Company’s financial statements, the internal audit function, and compliance by the Company with legal and regulatory requirements. The Committee also oversees: • • The appointment, compensation, retention and oversight of our independent registered public accounting firm. • • The independent registered public accounting ~~firm's~~firm’s qualifications, performance and independence, as well as the performance of our internal audit function. • • The review of guidelines and policies that govern ~~management's~~management’s processes in assessing, monitoring and mitigating major financial risk exposures.
			• Financial reporting and review of accounting standards and systems of internal control.
			• Significant accounting policies, management judgments and accounting estimates, and earnings releases. •
			All matters that may have a material impact on the financial statements or the Company’s compliance policies and practices. The Audit Committee has sole authority to appoint or replace the independent registered public accounting firm (for which it seeks shareholder ratification), and to approve all audit engagement fees and terms.
			The Committee meets independently with the internal audit staff, the independent registered public accounting firm, management, and then solely as a Committee, at least quarterly. Following each Committee meeting, the Audit Committee reports to the full Board. The Audit Committee met six times during ~~2019,~~2021, including the annual joint meeting with the Finance Committee.
			Additional information regarding the Audit Committee is contained in Item 3 of this proxy statement beginning on page ~~64.~~73.
			Financial Expertise: Each member of the Audit Committee meets the financial literacy requirements of the SEC, the New York Stock Exchange (NYSE)~~, the SEC~~ and our Corporate Governance Guidelines. The Board has affirmatively determined that Mr. Doyle is an ~~"audit~~“audit committee financial expert,"” as defined by the SEC.
			Independence: The Board has determined that each member of the Audit Committee meets the independence requirements of the SEC, the NYSE ~~SEC~~ and our Corporate Governance Guidelines.

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Compensation Committee

Members:

William C. Van Faasen, Chair
James S. DiStasio
Francis A. Doyle
John Y. Kim
David H. Long

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~~Compensation Committee~~

	~~Members:~~ ~~William C. Van Faasen, Chair~~ ~~Sanford Cloud, Jr.~~ ~~James S. DiStasio~~ ~~John Y. Kim~~ ~~David H. Long~~	The Compensation Committee is responsible for the compensation and benefit programs for all executive officers of Eversource Energy and has overall authority to establish and interpret our executive compensation programs. The Compensation Committee also: • • Reviews our executive compensation strategy, evaluates components of total compensation, ~~and~~ assesses performance against goals, market competitive data and other appropriate factors, and makes compensation-related decisions based upon Company and executive performance. • • Reviews and recommends to the Board of Trustees the compensation of the non-employee members of the Board.
		• Reviews and approves corporate goals and objectives relevant to the Executive Chairman’s and the Chief Executive ~~Officer's~~Officer’s compensation ~~and, with the participation of the Lead Trustee~~ and subject to the further review and approval of the independent Trustees, evaluates the performance of the Executive Chairman and the Chief Executive Officer in light of those goals and objectives.
		• In collaboration with the Chief Executive Officer, oversees the evaluation of executive officers and engages in the succession planning process for the Chief Executive Officer and other executives.
		• Has the sole authority to select and retain experts and consultants in the field of executive compensation to provide advice to the Committee with respect to market data, competitive information, and executive compensation ~~trends.~~
		• ~~Retains~~trends; retains an independent compensation consulting firm to provide compensation consulting services solely to the Compensation Committee.
		Following each Committee meeting, the Compensation Committee reports to the full Board. The Compensation Committee met ~~four~~seven times during ~~2019.~~
		2021. For additional information regarding the Compensation Committee, including the ~~Committee's~~Committee’s processes for determining executive compensation, see the ~~CD&A~~Compensation, Discussion and Analysis beginning on page ~~31.~~36.
		Independence: The Board has affirmatively determined that each member of the Compensation Committee meets the independence requirements of the ~~NYSE,~~SEC, the ~~SEC,~~NYSE and our Corporate Governance Guidelines.

Executive Committee

Members:

James J. Judge, Chair
Cotton M. Cleveland
James S. DiStasio
Francis A. Doyle
Joseph R. Nolan, Jr.
William C. Van Faasen

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~~Corporate Governance Committee~~

	~~Members:~~ ~~Sanford Cloud, Jr., Chair~~ ~~Cotton M. Cleveland~~ ~~Francis A. Doyle~~ ~~Linda Dorcena Forry~~ ~~David H. Long~~	~~The Corporate Governance Committee is responsible for developing, overseeing and regularly reviewing Governance Guidelines and related policies. The Corporate Governance Committee also:~~ • ~~Serves as a nominating committee, establishing criteria for new Trustees and identifying and recommending prospective Board candidates and the appointment of Trustees to Board Committees.~~ • Annually reviews the independence and qualifications of the Trustees and recommends to the Board appointments of the Committee Members, of the Lead Trustee, and the Chairman of the Board and the election of officers of the Company.
		• ~~Annually evaluates the performance of the Board and its Committees.~~
		• ~~Annually reviews the charters of the Board Committees.~~
		~~Following each Committee meeting, the Corporate Governance Committee reports to the full Board. The Corporate Governance Committee met four times in 2019.~~
		~~Independence~~: The Board has affirmatively determined that each member of the Corporate Governance Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines.



~~Executive Committee~~

	~~Members:~~ ~~James J. Judge, Chair~~ ~~Sanford Cloud, Jr.~~ ~~James S. DiStasio~~ ~~Francis A. Doyle~~ ~~William C. Van Faasen~~	The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations set forth in our Declaration of Trust, during the intervals between meetings of the Board. Following each Committee meeting, the Executive Committee reports to the full Board. The Executive Committee did not meet in ~~2019.~~ 2021. Independence: Except for Mr. Judge, who is the ~~Company's~~Company’s Executive Chairman, and Mr. Nolan, who is the Company’s President and Chief Executive Officer, each member of the Executive Committee is independent.

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Finance Committee

Members:

James S. DiStasio, Chair
Cotton M. Cleveland
Linda Dorcena Forry
Gregory M. Jones
Kenneth R. Leibler

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~~Finance Committee~~

	~~Members:~~ ~~James S. DiStasio, Chair~~ ~~Cotton M. Cleveland~~ ~~Linda Dorcena Forry~~ ~~Kenneth R. Leibler~~ ~~Frederica M. Williams~~	The Finance Committee assists the Board in fulfilling its oversight responsibilities relating to financial plans, policies and programs for Eversource Energy and its subsidiaries. The Finance Committee also: • • Reviews the ~~Company's~~Company’s plans and actions to assure liquidity; its financial goals and proposed financing programs modifying the ~~Company's~~Company’s capital ~~structure,~~structure; its financing programs, ~~include~~including but not limited to the issuance and repurchase of common and preferred shares, long-term and short-term debt securities and the issuance of guarantees; and its operating plans, budgets and capital expenditure forecasts. • • Reviews the ~~Company's~~Company’s Enterprise Risk Management (ERM) program and in conjunction with other Committees of the Board, practices to monitor and mitigate cyber, physical security and other risk exposures.
		• Reviews and recommends the ~~Company's~~Company’s dividend policy, as well as new business ventures and initiatives which may result in substantial expenditures, commitments and exposures.
		• Conducts an annual review of counter-party credit policy, insurance coverages and pension plan performance.
		Following each Committee meeting, the Finance Committee reports to the full Board. The Finance Committee met ~~five~~four times during ~~2019,~~2021, including the annual joint meeting with the Audit Committee.
		Independence: ~~Each~~While the Committee is not subject to the same independence requirements of the Audit, Compensation and Governance, Environmental and Social Responsibility Committees, the Board has affirmatively determined that each member of the Finance Committee is ~~independent,~~independent.

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Governance, Environmental and Social Responsibility Committee

		Members: Cotton M. Cleveland, Chair Linda Dorcena Forry David H. Long William C. Van Faasen Frederica M. Williams				The Governance, Environmental and ~~while~~Social Responsibility Committee is responsible for developing, overseeing and regularly reviewing our Corporate Governance Guidelines and related policies. The Governance, Environmental and Social Responsibility Committee also: • Serves as a nominating committee, establishing criteria for new Trustees and identifying and recommending prospective Board candidates and the appointment of Trustees to Board Committees. • Annually reviews the independence and qualifications of the Trustees and recommends to the Board appointments of the Committee ~~is not specifically subject~~members, the Lead Independent Trustee, and the Executive Chairman of the Board and the election of officers of the Company. • Annually evaluates the performance of the Board and its Committees. • Annually reviews the charters of the Board Committees. • Oversees the Company’s ESG, sustainability, and social responsibility strategy, programs, policies, risks, and performance. Following each Committee meeting, the Governance, Environmental and Social Responsibility Committee reports to ~~NYSE or SEC independence regulations,~~the full Board. The Governance, Environmental and Social Responsibility Committee met four times in 2021. Independence: The Board has affirmatively determined that each member of the Governance, Environmental and Social Responsibility Committee meets the independence ~~criteria set forth in~~requirements of the ~~NYSE and~~ SEC, ~~regulations~~the NYSE and our Corporate Governance Guidelines.

Compensation Committee Interlocks and Insider Participation

~~Compensation Committee Interlocks and Insider Participation~~

No member of the Compensation Committee is employed by Eversource Energy or any of its subsidiaries. No executive officer of Eversource Energy serves as a member of the compensation committee or

on the board of

directors of any company at which a member of the Eversource Energy Compensation Committee or Board of Trustees serves as an executive officer.

~~Meetings of the Board and its Committees~~

Meetings of the Board and its Committees

In ~~2019,~~2021, the Board of Trustees held ~~nine~~seven meetings, three of which included executive sessions attended only by the independent Trustees, and the Board and the Committees held a total of 27 meetings. ~~In 2019, each~~Each Trustee attended at least 75 percent of the aggregate number of the 2021 Board and

Committee meetings ~~seven of~~

~~the Trustees attended each meeting of the Board and of the Committees on which they serve~~ and all Trustees attended the Annual Meeting of Shareholders held on May ~~1, 2019.~~5, 2021. Our Trustees are expected to attend our Annual Meetings of Shareholders, but we do not have a formal policy addressing this subject.

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

Board’s Oversight of Risk

~~Board's Oversight of Risk~~

The Board of Trustees, both as a whole and through its Committees, is responsible for the oversight of the ~~Company's~~Company’s risk management processes and programs. The Board believes that this approach is appropriate to carry out its risk oversight responsibilities and is in the best interests of the Company and its shareholders. Each year,

the Board evaluates its risk assessment function as part of its Board evaluation process.

As set forth below, each Committee reviews ~~management's~~management’s assessment of risk for that ~~Committee's~~Committee’s respective area of responsibility. Each Committee member has expertise on risks relative to the nature of the Committee on which ~~he or she sits.~~they sit. With each Committee Chair reporting to the Board

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following each Committee meeting, the entire Board is able to discuss risk related issues, assess their implications and provide oversight on appropriate actions for management to take. All Board ~~Committees meet periodically with~~meetings are attended by members of senior management ~~to discuss the~~at which discussions of relevant risks and challenges facing the ~~Company.~~

Company are held.

The Board of Trustees oversees the ~~Company's~~Company’s comprehensive operating and strategic planning. The operating plan, which is reviewed and formally approved by the Board in February following review by the Finance Committee, consists of the goals and objectives for the year, key performance indicators, and financial forecasts. The strategic planning process consists of long-term corporate objectives, specific strategies to achieve those goals, and plans designed to implement each strategy. The ERM program is integrated with the annual operating and strategic planning processes to identify the key financial risks associated with the plan. These financial risks are presented to the Board of Trustees as part of both of the annual operating plan and at the ~~Board's~~Board’s annual strategic planning session.

The Finance Committee is responsible for oversight of the ~~Company's~~Company’s ERM program and enterprise-wide risks, as well as specific risks associated with cybersecurity, insurance, credit, financing and pension investments. Our ERM program involves the application of a well-defined, enterprise-wide methodology designed to allow our executives to identify, categorize, prioritize, and mitigate the principal risks to the Company. The ERM program is integrated with other assurance functions throughout the Company, including compliance, auditing, and insurance to ensure appropriate coverage of risks that could impact the ~~Company.~~Company, that the appropriate risk response is determined, and that the risk mitigation plans are periodically verified. The top enterprise-wide risks are identified using a comprehensive cross functional analysis ~~working with~~involving key officers and employees of each organization within the Company and

are monitored throughout the year by the ~~Company's~~Company’s Risk ~~Committee.~~Committee through the use of key risk indicators and mitigation progress reports. In addition to known risks, the ERM program identifies emerging risks to the Company, through participation in benchmarking groups both within and outside the utility industry, ~~groups,~~ discussions with management, and in consultation with outside advisors. Our management then analyzes risks to determine materiality, likelihood and impact, and develops formal mitigation strategies. Strategic risks are also analyzed considering how quickly a risk is expected to occur. Management broadly considers our business model, the utility industry, the global and local economy, climate change, sustainability, and the current political and economic environment to identify risks. Periodically, the ERM group will perform a correlation exercise to

determine the influence the top enterprise risks may have on one another’s likelihood and impact. The findings of this process are discussed with the Finance Committee and the full Board, including reporting on an individual risk-by-risk basis on how these issues are being measured and managed.

In addition to the regularly scheduled reports by ERM of all of the ~~Company's~~Company’s enterprise-wide risks and the results of the ERM program, management reports periodically to both the Board of Trustees and the Finance Committee and/or Joint Audit and Finance Committee in depth on specific top enterprise risks at the Company. ERM also reports regularly to the Finance Committee on the activities of the ~~Company's~~Company’s Risk Committee. The ~~Company's~~Company’s Risk Committee meets quarterly, or more frequently if needed, and consists of senior officers of the ~~Company and~~Company. It is responsible for ensuring that the Company is managing its principal enterprise-wide risks, as well as other key risk areas such as operations, emergency response, environmental, sustainability, information technology, compliance and business continuity.

The Risk Committee is chaired by the Chief Financial Officer.

The Audit Committee is responsible for ~~the~~ oversight of the integrity of the ~~Company's~~Company’s financial statements, including oversight of the guidelines, policies and controls that govern ~~management's~~management’s processes for assessing, monitoring and mitigating major financial risk ~~exposures.~~exposures as well as compliance with laws and regulations. The ~~Corporate~~ Governance, Environmental and Social Responsibility Committee is responsible for the oversight of compliance with various governance regulations ~~as required by~~of the SEC, the NYSE and other ~~regulators.~~regulators, along with Trustee succession planning and oversight of the Company’s policies and practices. The Executive Vice President and General Counsel reports on any changes in laws and regulations and recognized best practices as part of the annual review of Committee charters and the ~~Board's~~Board’s Corporate Governance Guidelines and also at Committee and Board meetings. The Board of Trustees administers its compensation risk oversight function primarily through its Compensation Committee. The process by which the Board and the Compensation Committee oversee executive compensation risk is described in greater detail within the Compensation Discussion and Analysis ~~beginning on page 31.~~

section. The Board of Trustees, both as a whole and through its Committees, is responsible for the oversight of the Company’s risk management processes and programs. The Board believes that this approach is appropriate to carry out its risk oversight responsibilities and is in the best interests of the Company and its shareholders. Each year, the Board evaluates its risk assessment function as part of its Board evaluation process.

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~~Table~~Governance of ~~Contents~~Eversource Energy

~~GOVERNANCE OF EVERSOURCE ENERGY~~

Cyber and Physical Security Risk

~~Cyber and Physical Security Risk~~

The ~~Company continues~~Company’s policies and practices continue to ~~devote substantial resources~~allow it to ~~protecting~~protect its cyber and operational assets. ~~Simultaneously,~~At the same time, the Board and its Committees continue to provide substantial and focused attention to cyber and system security. ~~At the Board and Committee level, comprehensive~~Comprehensive cyber security reports are provided and discussed at each meeting of the Finance Committee, which has primary responsibility for cyber and system security oversight at the Committee level. These reports are provided to all members of the Board and are discussed by the Board at the time the Finance Committee Chair reports on the ~~Committee's~~Committee’s meetings. The reports focus on the ~~Company's most critical assets,~~changing threat landscape and the risks associated with the Company, describe cyber security drills and exercises, any attempted breaches, cyber incidents within the utility industry and all over the world, and

mitigation strategies, including insurance. In addition, assessments by third-party experts of cyber and

physical security risks to the utility industry and the Company in particular are provided periodically. The Company regularly reviews and updates its cyber and system security programs and the Board and its Committees continue to enhance their strong oversight activities, including joint meetings of the Audit and Finance Committees, at which cyber and system security programs and issues that might affect the ~~Company's~~Company’s financial statements and operational systems are discussed by both Committees with financial, information technology, legal and accounting management, other members of the Board, representatives of the ~~Company's~~Company’s independent registered public accounting firm, and outside advisors and expert speakers.

~~Eversource Sustainability/ESG~~

Sustainability/ESG/Climate Risk

Conducting our business with integrity in a socially and environmentally responsible manner earns the trust of our customers and shareholders, attracts and retains talented employees, and demonstrates our shared responsibility of protecting our planet. Sustainability is embedded into how we conduct our business today and for future generations, with ~~environmental, social and governance (ESG)~~ESG initiatives fully integrated into the policies and principles that govern our Company. ~~Our vision is to be carbon neutral by 2030, leading by example in finding innovative ways to reduce emissions from our own operations.~~ We strive to meet the ~~needs and~~ESG expectations of our shareholders, customers, employees, regulators and the communities we ~~serve.~~serve through our commitment to sustainability, with environmental justice and equity considered in our decision making.

One important example of our continued leadership includes our goal to have our operations be carbon neutral by 2030. We are also supporting aggressive state and regional emission reduction goals and remain committed to top-tier reliability, superior customer service and effective corporate ~~governance,~~governance. We are continuously expanding access to renewable energy ~~options~~ for our region, offer a ~~best in the country~~best-in-the-country energy efficiency program, ~~best practices in human capital management, environmental stewardship,~~ and ~~providing transparency and clarity about our position and our performance~~remain focused on ~~these topics.~~

~~Industry Leadership.~~strong ESG performance. Our policies and programs have been recognized for their excellence throughout the industry and by independent trade groups, sustainability raters and the media. ~~In 2019, we set an industry-leading goal to be carbon neutral by 2030, a commitment that reflects our desire to protect the environment and support a clean energy future for New England.~~

•: ~~We are a key catalyst for clean energy development in New England.~~
•: ~~We are active in the Electric Utility Sustainability Supply Chain Alliance, working to embed sustainability throughout our supply chain.~~

��: •

We have been a leader within our trade groups, including the Edison Electric Institute, ~~and the American Gas Association,~~ in developing and adopting standardized ESG disclosures for our industry.

•

We are active in the Electric Utility Industry Sustainable Supply Chain Alliance, working to further embed sustainability throughout our supply chain.

•

The awards and recognitions we received in ~~2019~~2021 are further evidence of our leadership in corporate

responsibility. For ~~further~~additional information on the awards we have received, please see ~~"2019~~“2021 Sustainability/~~ESG"~~ESG” appearing in the ~~CD&A~~Compensation, Discussion and Analysis section of this proxy statement.

~~Sustainability Governance.~~Environmental Performance

~~Sustainability is embedded into our governance processes,~~Emission reductions, protection of natural resources and ~~Board level oversight of ESG is reflected in many of the financial, operational and sustainability/ESG accomplishments outlined in the CD&A section of this proxy statement.~~environmental accountability

•: Our Senior Vice President, Communications, External Affairs & Sustainability works with executive-level management from key ESG areas and oversees a team of employees who engage with operational and business partners to develop and manage strategic priorities, set sustainability goals and coordinate sustainability reporting. Our sustainability team meets regularly throughout the year to assess current practices and identify opportunities for improvement.
•: Key performance metrics that focus directly on ESG, including sustainability, safety, diversity and inclusion, customer experience, and clean energy strategic projects, are periodically reported on at management presentations.

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•: Similar reports and presentations are made to our Board of Trustees on an ongoing basis. Overall board-level responsibility for ESG oversight is with the Board, though our standing board committees also actively participate and include ESG implications and considerations as part of their oversight activities and responsibilities.
•: ~~The Compensation Committee includes safety, diversity and sustainability/ESG performance as part of our executive compensation performance goals.~~

Climate Leadership. At Eversource, we are continuously ~~assess~~evaluating the physical and transitional impacts ~~related to~~of climate ~~change. Our assessment includes evaluating the impacts of~~change and are planning for more severe weather events, regulatory and financial risks, ~~changing~~and evolving customer ~~behavior,~~behaviors. We also assess climate-related opportunities ~~to reduce emissions~~such as emission reductions in our operations and the region through our clean energy investments, customer energy efficiency programs and deployment of emerging technologies.

•: We ~~collaborate with other utilities~~take measures to prepare for and ~~industry partners across~~manage the ~~country to better understand storm hazards~~potential effects of climate change and ~~develop green solutions to improve our system reliability.~~severe weather, including:

•

Risk management

•

Overhead and electrical hardening

•

Distribution automation

•

Environmentally responsible vegetation management

•

Resiliency design in flood-prone areas

Our employees are committed to ensuring that our comprehensive emergency preparedness and resiliency plans will help keep our communities ~~safe.~~

safe during extreme weather events.

We are also focused on the reliability of our system as our customers’ energy needs change due to electric vehicle (EV)

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charging, the integration of renewable energy, and the implementation of evolving technologies.

Carbon Neutral Goal by 2030. WeAt Eversource, we have ~~developed meaningful strategies to work toward meeting our~~set an industry leading goal to bereduce our GHG footprint and reach carbon ~~neutral~~neutrality in our operations by 2030. Our plan is overseen by a dedicated Oversight Committee comprised of cross-functional company leaders. Subcommittees are focused on pursuing reductions in our operational emissions by improving efficiency and implementing emerging technologies, engaging our employees and external stakeholders in the development and implementation of innovative strategies, and investigating opportunities to offset emissions that cannot be avoided.

We plan to achieve our goal by reducing emissions in five key operational areas:

[MISSING IMAGE: tm212409d1-fc_carbonbwlr.jpg]

•

Line loss, or the energy lost when power is transmitted and distributed across our electric system (one of the industry’s greatest challenges), by supporting state and regional efforts that are enabling a cleaner mix of energy in the grid and improving efficiencies in our transmission infrastructure.

•

Our natural gas distribution system, by replacing aging steel and cast-iron pipes to reduce methane leaks, and exploring innovative options, such as piloting geothermal technology.

•

Our facilities, by increasing our use of renewable energy while implementing measures that will lower our energy

use, such as efficient lighting installation and control system upgrades.

•

Our company vehicle fleet, by reducing emissions from fuel consumption through continued adoption of hybrid vehicles and alternative fuel sources as substitutes for diesel and gasoline.

•

Our maintenance practices, by implementing ways to reduce leaks of sulfur hexafluoride (SF6), a potent GHG commonly used as an insulator in electric equipment, in addition to adopting innovative solutions to replace this gas with less carbon-intensive alternatives.

We have also integrated the 2020 acquisition of the assets of Columbia Gas of Massachusetts and other growth plans within our service territory into our target to reach full carbon neutrality by 2030.

Although our goal is aggressive, we remain committed to our sustainability vision and to the efforts necessary to achieve success. We are engaging our whole workforce, leveraging current partnerships and building new ones to foster technological solutions to carbon reduction challenges.

Unlike many electric utilities that operate large fossil fuel generation fleets, Eversource ~~plans~~is a small contributor to ~~invest in renewable resources, improve~~our region’s GHG emissions and our current generation is limited to only solar generation. Nevertheless, our planned clean energy and infrastructure investments can contribute significantly to reducing the ~~efficiency~~carbon footprint of our ~~facilities, reduce fleet emissions, reduce sulfur hexafluoride,~~service territory and our 4.4 million customers, while supporting regional goals addressing climate change. Our long-term strategy is rooted in being a ~~greenhouse gas, in gas-insulated switchgear, replace aging natural gas mains,~~principal catalyst for decarbonizing the New England grid with renewable energy sources, like wind and ~~upgrade transmission structures to reduce line losses~~solar power — both of which will play an important role in our ~~electric system. We continue to be an industry leader in reducing emissions of sulfur hexafluoride.~~

~~Eversource GHG Emissions in Metric Tonnes CO2e~~

region’s clean energy future.

~~Electric Transmission.~~Energy Efficiency. Eversource continues to ~~make significant investments~~work with our customers throughout our service territories to improve their energy efficiency.

•

Eversource invested approximately $600 million in ~~projects~~2021 in energy efficiency and ~~upgrades~~related services, which continues to ~~modernize our electric transmission system, enhancing~~be the ~~reliability~~best and most economical way that we can fight climate change by avoiding lifetime GHG emissions of over 4 million tons.

•

As the COVID-19 pandemic continued into 2021, the Energy Efficiency team extended enhanced incentives and offerings through 2021 that helped customers continue to engage in energy-saving activities. Our Energy Efficiency team led the effort to keep the websites of the ~~grid~~statewide efficiency brands Energize Connecticut, Mass Save and ~~providing greater access~~NHSaves, updated, and the team led the charge to continue to provide contractors with training opportunities. To date, over 1,000 contractors have

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earned new skills from the online trainings, and more than 4,500 contractors have been trained on the health and safety guidelines.

•

Across all three states, the ConnectedSolutions demand response program continued to expand, with over 100 MW actively dispatched. The team has worked closely across the wider Eversource organization, including System Operations, System Planning, Engineering, and Grid Modernization to achieve beneficial outcomes. The flexibility and substantial incentives provided by ConnectedSolutions were a boon to customers during the time of COVID-19, and we saw very high participation rates across all three states. Furthermore, ConnectedSolutions successfully curtailed 167 MW of load during the ISO-NE ICAP hour, reducing demand rates across the ISO-NE system.

•

In Massachusetts, the Energy Efficiency team continued helping complete the remaining buildout of the initial five-year EV program that started in 2017 to push the state towards its aggressive decarbonization goals through its work on transportation electrification. In 2021, 150 EV make-ready sites were energized, and 142 site agreements were secured, meeting the program goal with over 500 sites, and bringing the total number of charging ports made available through this effort to nearly 2,000, with 18 percent of those ports in environmental justice communities.

•

We continue to provide a nation-leading, comprehensive set of customer-facing services that provide solutions and cost savings to all of our customer classes: residential, municipal, commercial, and industrial.

Natural Gas. We continue to reduce methane emissions within our natural gas service territories and to actively pursue ways to incorporate responsible and renewable ~~power sources. This enables accelerated retirements of older, higher emission coal and oil-fueled power plants, and creates a more reliable and efficient electric grid that~~natural gas into our supply portfolio, which will help ~~our region meet its aggressive greenhouse gas reduction goals.~~decarbonize the service we provide and address customer concerns around environmental stewardship.

•

We are investing in technologies to enhance the ability of the electric distribution system to incorporate solar, demand response, energy storage and other distributed energy resources, while continuously improving the safety, security, reliability, resiliency, customer engagement and cost effectiveness of the Company's electric delivery infrastructure.

•

The Company is implementing an approved program in Massachusetts that includes investment in advanced sensing and monitoring; distribution automation; advanced voltage management; and load flow modeling software.

•

The Company is also actively participating in regulatory proceedings in Connecticut and New Hampshire to expand the impact of further investments in grid modernization to all Eversource electric distribution customers.

~~Natural Gas.~~ ~~Eversource has prioritized~~remain focused on the replacement of aging ~~bare steel~~bare-steel and cast-iron natural gas ~~infrastructure~~pipelines to enhance safety and minimize the ~~potential for~~release of methane emissions into the atmosphere.

•

In 2020, we received approval to pilot a networked geothermal system within our eastern Massachusetts gas service territory as an alternate, zero-emission thermal solution to meet our customers’ energy needs. In 2021, we preliminarily selected the pilot location in Framingham, Massachusetts and will look to onboard participants in 2022.

•

We are actively participating in proceedings across our natural gas ~~emissions, thereby preventing~~service territories in Connecticut and Massachusetts on the ~~release~~future of ~~greenhouse gases into the atmosphere.~~

natural gas and are pursuing promising technologies that include geothermal,

renewable natural gas and hydrogen as potential alternatives to traditional natural gas and other carbon-emitting energy sources.

Water. Eversource is committed to the protection of water resources through conservation, water quality management and water ~~quality management.~~saving technologies.

•

In support of our commitment to provide transparent disclosures on our water-related risks, opportunities and management practices, in 2021 we completed the CDP Water Security questionnaire and earned a score of B in our inaugural effort.

~~Aquarion's~~•

Our water delivery subsidiary, Aquarion Company, administers conservation programs to ensure that local water supplies remain sufficient for critical needs such as human consumption and fire protection. Long-range initiatives are ~~utilized~~underway to ~~preserve and protect~~ensure the reliability of our sources of supply into the future.

•

~~Aquarion's~~

Aquarion’s reservoirs are surrounded by more than 15,000 acres of forest, which serve as both a critical safeguard and an invaluable natural resource. ~~This commitment~~In 2021, several thousand acres of forest were inventoried as part of a program to ~~providing the highest quality water is evidenced by the efforts we make to protect reservoirs and groundwater supply from contamination.~~create management plans that promote a resilient ecosystem in a changing climate.

•

Aquarion continually conducts site inspections and monitors land use activities and water quality at hundreds of locations throughout our watershed and aquifer areas.

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~~GOVERNANCE OF EVERSOURCE ENERGY~~•

~~Sustainable Investment Opportunity.~~ ~~Eversource has actively sought investment from socially responsible investment funds for~~Aquarion’s commitment to clean water and to the ~~past several years.~~

•: Asemployees who help to fulfill that commitment is evidenced by the Company’s receipt of the ~~end~~Connecticut Section of 2019, Eversource shares were held by 163 funds based in North America or Europe that are either dedicated socially responsible funds or part of a family of funds that screen stocks for ESG attributes before certifying them for investment. Many of these funds exclude a number of U.S. electric utilities from their portfolios, particularly if coal represents a significant source of generation. We consider our sustainability profile to be a competitive advantage in attracting equity capital.
•: ~~In 2019, our NSTAR Electric subsidiary completed our first ever issuance of "Green Bonds," with proceeds used to support our industry-leading, low-carbon clean energy initiatives. The proceeds from~~ the ten-year $400 million, 3.25% debentures were used to fund various "Green" initiatives, including investments to help make our customers' homes and businesses more efficient, along with new solar projects. The favorably low rate reflects extremely high investor demand and our strong credit rating profile.
•: Eversource is committed to helping our region reduce carbon emissions through investments in renewable energy with our partner Ørsted, the world's leader in offshore wind development, to build up to 4,000 megawatts of offshore wind turbines located south of Rhode Island and Massachusetts.

~~Number of ESG and Infrastructure Funds Holding Eversource Shares Is Growing Rapidly~~

~~Diversity and Human Capital.~~ ~~D&I are a part of our core values, with focus areas that result in better business outcomes.~~

•: ~~Our Chief Executive Officer signed the pledge to the CEO ACTION for~~American Water Works Association Diversity & Inclusion^TM ~~and committed to advance diversity~~ Award in 2021. Aquarion was again named a Top Workplace by Hearst Connecticut Media, and the inclusion in our workplace to drive accountability for progress throughout our organization. Eversource is committed to creating an inclusive workplace providing opportunities for all employees and maintaining a workplace that is free from harassment and discrimination.
•: ~~Our D&I Councils and Business Resource Groups actively contribute to the integration of D&I practices across all three states in which we provide service and within all business areas.~~
•: ~~Eversource was recognized for the second year in a row in Bloomberg's Gender-Equality Index for our commitment to transparency in gender reporting and promoting women's equality~~Number 2 mid-size water utility in the ~~workplace.~~
•: We conduct a bi-annual Employee Engagement Survey and supplemental pulse surveys to identify areas of high performance and areas of opportunity, and the positive results of our actions are reflected in scores that continue to trend upward. We continue to ensure our employees are given the tools they need to perform their jobs effectively and safely, and commit to provide competitive compensation, quality healthcare, retirement savings plans, and other benefits.
•: To help ensure that we develop and maintain a skilled workforce, we partner with educational institutions in the region, offer internship and co-op experiences, and provide employees with training opportunities and tuition assistance.

~~Energy Efficiency.~~ ~~Eversource continues to work with our customers throughout our service territories to improve their energy efficiency.~~

•: Over the past three years, Eversource has invested an average of nearly $500 million a year on energy efficiency and considers these investments to be the most economical way to reduce our region's emissions and improve its competitiveness. These investments are expected to continue to reduce carbon emissionsNortheast by ~~millions of tons each year.~~J.D. Power.

•

Our nationally recognized and industry leading energy efficiency portfolio of services provides energy solutions and savings for all Eversource customers: residential (including low-income), municipal, commercial and industrial.

Environmental Stewardship. We take great care to promote conservation and responsibly manage natural and cultural resources. ~~We created the Eversource Land Trust to protect open space and critical resource areas and wildlife habitat.~~

•

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•: Our focus on protecting environmentally sensitive areas within our rights-of-way ~~maintenance practices is designed~~helps us to minimize impacts to ~~important~~sensitive species and resource ~~areas and promote critical diverse habitats.~~areas.

•

Our vegetation management program ~~is an industry best-practice plan to balance~~balances the needs of our customers and communities with the goal of providing ~~safe,~~ reliable electric service, ~~for our customers,~~ while monitoring the growth of ~~trees~~forested areas near power lines.

•

Eversource partners with State Historic Preservation and Tribal Historic Preservation offices to identify and protect cultural resources within our rights-of-way.

•

We continue to manage the Eversource Land Trust to protect open space and wildlife habitat and to work with

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Governance of ~~significance during construction projects.~~

Eversource Energy

stakeholders to communicate on and understand species protection concerns.

Transparency and Accountability. We hold ourselves accountable for the impact our business might have on the environment, meeting and in many cases ~~exceeding all~~striving to exceed compliance with environmental laws and regulatory commitments and requirements. Along with our Environmental Policy, we have formal procedures in place to ensure environmental compliance. Environmental training is provided to employees based on job function. Legal and Environmental teams meet quarterly to review and address compliance risk and issues, and we take into account environmental justice and equity in our decision making.

•

We ~~actively~~proactively work with customers, community members, environmental groups, regulatory agencies, and civic and business partners to review planned work and promote transparent operations.

•

Our employees, as well as vendors, suppliers and contractors, are expected to adhere to all environmental laws as stated in our Code of Business Conduct, Supplier Code of Conduct and procurement process.

•

We are committed to tracking and monitoring our progress ~~via~~through a set of metrics that are reviewed ~~regularly~~monthly by executive ~~leadership. We~~leadership, and we work every day to ensure that our operations focus on environment protection.

Social Responsibility

Actions that care for people and engage stakeholders

Diversity, Equity & Inclusion. We acknowledge the ongoing physical and emotional pain caused by racism and injustice in our society and know that our commitment to Diversity, Equity and Inclusion (DE&I) is critical to building an empowered and engaged team that delivers great service safely to our customers. It also calls for greater racial equity and social justice in our communities and workplaces. In 2020, Eversource updated its DE&I strategy to include a Racial Equity and Social Justice Plan, with three areas of focus in 2021: building a more inclusive workplace, increasing leadership commitment, and further enhancing support for our diverse communities and minority suppliers. In 2021, our newly-formed Racial Equity Task Force began the important work of identifying issues and developing solutions for increasing equity through talent management, inclusion, and community support. Progress thus far has resulted in increasing access and transparency to career advancement, strengthening our inclusive leadership training, and finding ways to provide greater support to our communities via employee giving and supplier diversity. We continue to make progress year over year to become a more diverse and inclusive workplace. We sustained our successful drive to increase workforce

diversity; in 2021, 57 percent of our external hires and 41.2 percent of new hires and promotions into leadership roles were women or people of color. As shown in the data that we keep and track as part of our EEO-1 reporting compliance, workforce representation of diverse employees increased from 18.6 percent to 19 percent, and our diversity slate of candidates was 55 percent. We have ~~minimal impact~~increased our emphasis on workforce representation of women, and although the COVID-19 labor shortage has posed additional challenges in the past few years, we have maintained female representation at 26 percent of the workforce. We will continue to focus our efforts to increase the number of women in our Company’s workforce, especially in non-traditional roles. Eversource reaffirms its beliefs and commitments in equal employment opportunity for all employees and applicants for employment in all terms and conditions of employment. DE&I is a part of our core values, with focus areas that result in better business outcomes. These commitments help us reach our goal of developing a workforce that fully reflects the diversity of the people and communities we serve. In 2021 the D&I category in our Employee Survey improved by 10.8 points over 2018 (73.2 percent favorable) and our most improved response on the ~~environment, including project permitting, spill~~survey was “Sufficient effort is made to get the opinions and thinking of employees” (+16.3 points). While we continue to see progress in our commitments, we know that there is still work to be done. Progress will be a marathon not a sprint.

In response to the continuing calls for racial and ~~emissions reporting.~~

social justice, we elected a Vice President of Corporate Citizenship and ~~Compensation Governance.~~Equity and launched a 15-member cross-functional pro-equity advisory team tasked with developing a strategy, guidelines, leadership toolkits, training materials and decision frameworks to promote equity in siting, customer-facing programs, procurement, and philanthropy.

Our Chief Executive Officer signed the CEO ACTION for Diversity & InclusionTM ~~We remain~~pledge and our Senior Team remains committed to ~~effective~~advancing diversity, equity and inclusion in our workplace to drive accountability for progress throughout our organization. We have taken the Edison Electric Institute D&I Pledge and are also members of Paradigm for Parity, a coalition comprised of business leaders, board members and academics committed to addressing the corporate ~~governance~~leadership gender gap. We continued our Senior Leadership-led employee town hall series focused on disrupting racism. We followed the town hall series with allyship training and ~~executive compensation standards.~~racial equity dialogues. In addition, we held a highly attended Day of Understanding virtual event on how to hold conversations that advance racial equality, and, moving forward, our leaders will continue to host these conversations with their teams. In addition, we launched a D&I Multicultural book club and held signature learning events to celebrate Black History Month, Hispanic Heritage Month, and Asian

•

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American Month, focused on the history, contributions, and current challenges of each group. We also continued our webinar series on employee resilience and self-care.

Our D&I Council and six Business Resource Groups (BRG) actively contribute to the integration of D&I practices across all three states, promoting understanding, awareness and commitment to DE&I across the Company. In addition, we continued to host our bi-monthly listening sessions with our BRG leaders, as well as our BRG Webinar Series on self-care.

DE&I starts with our Board of Trustees, which as noted in the Board of Trustees section of this proxy statement, is one of the most diverse in our industry. Eversource’s Board of Trustees is ~~"super independent" (90 percent~~committed to diversity, equity and inclusion and receives regular monthly progress updates.

We continue to receive numerous local and national awards recognizing us as a diversity employer of ~~this year's Trustee nominees~~choice. Over the past few years, these include recognition for the third year in a row in Bloomberg’s Gender-Equality Index for our commitment to transparency in gender reporting and promoting women’s equality in the workplace; by The National Organization on Disability for helping to lead the way in disability inclusion and tapping into the many benefits of hiring talent who are ~~independent).~~differently-abled; recognition by

Forbes/JUST Capital

•

~~Our standards include: majority~~ in 2021 for our positive impact and leadership on fair pay, ethical leadership, good benefits and work-life balance, equal opportunity, customer treatment and privacy, community support, environmental impact, and delivering shareholder return; and by the U.S. Department of ~~outstanding shares Trustee election requirement, board~~Labor as a HIRE Vets Medallion Award recipient for our commitment to recruiting, employing, and ~~committee self-assessment and refreshment mechanisms, proxy access, mandatory trustee~~retaining veterans.

Human Capital. As the industry faces a major depletion of its workforce, Eversource has had to adapt in how we recruit newly skilled employees. Nearly half of existing utility workers are nearing retirement age, and many years of training are required to replace these individuals. Strategic workforce plans are developed every year as part of the annual business planning process to identify long-range needs to ensure that we acquire, develop and retain diverse, capable talent. Eversource continuously looks for innovative ways to replenish the workforce by expanding and changing programs to meet business needs and specifically building a ~~vigorous shareholder~~pipeline of individuals who are technically oriented, with an interest in career advancement. The development of several unique pipeline programs in partnership with colleges and internal training has proven to be a successful strategy. Eversource has four established community college partnership programs that feed our craft roles, an Engineering Professional Development Program, two Cohort programs for Transmission and a robust intern/co-op program.

At Eversource, we strive to provide employees with access to job-related learning opportunities and leadership development programs. Our training and change management plans focus on enhancing company knowledge as well as system and technical skills to employees to continue their professional development by promoting educational opportunities.

Employee development programs are aligned to strategic workforce planning to support succession planning within all levels of the organization. Tuition assistance programs, paid internships, co-ops and other pipeline development programs ensure future workforce technical skills and competencies.

Virtual learning and development opportunities are provided to employees, including the launch of a career management series and a new hire networking series with executive overviews. Interactive engagement ~~program.~~and support tools are leveraged to promote remote worker effectiveness supporting the workforces.

Employee Engagement is important to us. We know that companies that have engaged employees deliver great customer service to their customers. COVID-19 required a pivot to virtual engagement and delivery of our learning and development programs, converting them to align to best virtual delivery practices and data-based analysis tracked user readiness. Attendance, competency and confidence metrics were met or exceeded for all projects. Our principle is to “

Listen

•

to our employees; Learn where there is progress and opportunity; and Take Action to ultimately improve our Company.” Embedded in our Employee Engagement Survey are Culture Metric questions to gauge how the Company can continue to support a customer-centric culture by providing great customer service. We conduct a biennial Employee Engagement Survey and supplemental pulse surveys to measure progress on our employee engagement index to identify areas of high performance and areas of opportunity. We regularly pulse our employees for their perspectives through our employee online community, listening sessions with BRGs, pulse surveys, and employee meetings, in addition to conducting a semiannual full census survey. This feedback helped inform our response to needs that employees had around working remotely, and how to best serve customers during the pandemic.

Our ~~executive compensation governance~~employees are also engaged shareholders; approximately 11,000 active and retired employees owned 2.9 percent of our outstanding common shares through the Eversource 401K Plan as of December 31, 2021. Additionally, more than 600 employees are currently enrolled in Eversource Energy’s Dividend Reinvestment and Share Purchase Plan and buy common shares automatically through payroll deduction each month.

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Reliability & Resiliency. Eversource continues to make significant investments in projects and upgrades to modernize our electric system, which enhances reliability for our customers, makes the electric grid more resilient to extreme weather events, and provides greater access to new renewable power sources. This enables the region to accelerate retirements of older, higher emission coal and oil-fueled power plants, and creates a more reliable and efficient electric grid that will help meet aggressive GHG reduction goals.

•

We are evolving our analytics and automation practices on our distribution systems to reroute and restore service to our customers as quickly as possible. We are investing in technologies to enhance the ability of the electric system to incorporate solar, demand response, energy storage and other distributed energy resources, while continuously improving the safety, security, reliability, resiliency, cost effectiveness of our electric delivery infrastructure and encouraging customer engagement.

•

Eversource is implementing an approved program in Massachusetts that includes ~~share ownership~~investment in advanced sensing and ~~holding requirements for Trustees~~monitoring, distribution automation, advanced voltage management, and ~~executives, an expanded clawback policy, broad hedging~~load flow modeling software.

•

The Company is also actively participating in regulatory proceedings in Connecticut and ~~pledging prohibition, and double-trigger change~~New Hampshire to expand the impact of further investments in ~~control agreements.~~

grid modernization to all Eversource electric distribution customers.

Our Communities. Eversource is committed to the health and economic well-being of the residents, businesses and institutions of Connecticut, Massachusetts and New Hampshire.

•

In ~~2019,~~2021, we provided ~~$18.3~~$26.8 million in grants and other local support to nonprofit organizations and charitable regional activities across our tri-state service area.

•

In ~~2019,~~2021, our employees devoted ~~more than 37,000~~close to 23,600 hours to volunteerism and ~~maintain~~maintaining strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston ~~Children's~~Children’s Hospital, the Eversource Everyday Amazing Race for Massachusetts General Hospital, the Eversource Hartford Marathon, the Eversource Walk and 5K Run for Easter Seals New Hampshire, the United Way, and the Special Olympics.

~~For additional information~~

Governance

Effective leadership, financial stability and strong ethics

Sustainability is embedded into our governance processes, and Board level oversight of ESG is reflected in many of the financial, operational and sustainability/ESG accomplishments outlined in the Compensation,

Discussion and Analysis section of this proxy statement. Our risk management, long term strategy development and ethical business practices not only ensure the sustainability of our business but are critical to our commitment to providing superior customer service and supporting our communities.

Our Executive Vice President, Corporate Relations and Sustainability works with executive-level management from key ESG areas and oversees our Sustainability Steering Committee, which engages with operational and business partners to develop and manage strategic priorities, oversee GHG emission reduction initiatives, set sustainability goals and coordinate sustainability reporting. Our Sustainability Steering Committee meets regularly throughout the year to assess current practices and identify improvement opportunities.

•

The Governance, Environmental and Social Responsibility Committee has primary oversight of ESG and reports each meeting to the Board of Trustees, who receive all Committee presentation materials. At its December 2021 meeting, the Committee received a comprehensive presentation on the Company’s ESG policies, programs, accomplishments and upcoming plans. As outlined in the “Board’s Oversight of Risk” section of this proxy statement, the Finance Committee is responsible for oversight of the Company’s ERM program, which utilizes a well-defined enterprise-wide methodology designed to allow executives to identify, categorize, prioritize, and mitigate principal risks to the Company. In addition to known risks, the ERM program identifies emerging risks and considerations including sustainability and climate change.

•

Key performance metrics that focus directly on ESG, including sustainability, safety, diversity and inclusion, customer experience, and clean energy strategic projects, are periodically reported on at management presentations.

•

The Compensation Committee includes safety, diversity and sustainability/ESG performance goals to measure our executive compensation performance.

•

Similar reports and presentations are made to our Board of Trustees on an ongoing basis, which along with the Committee, actively participates and includes ESG implications and considerations as part of their oversight activities and responsibilities.

Corporate and Compensation Governance. We remain committed to effective corporate governance and executive compensation standards.

•

Our diverse Board of Trustees continues to be one of the most diverse in the industry.

•

Our governance standards include: majority of outstanding shares Trustee election requirement, board

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and committee self-assessment and refreshment mechanisms, proxy access, mandatory trustee retirement age, and a vigorous shareholder engagement program.

•

Our executive compensation governance program includes share ownership and holding requirements for Trustees and executives, an expanded clawback policy, broad hedging and pledging prohibition, and double-trigger change in control agreements.

Sustainable Investment Opportunity. Eversource has actively sought investment from socially responsible investment funds for the past several years.

[MISSING IMAGE: tm223436d1-bc_edgbwlr.jpg]

As of the end of 2021, Eversource shares were held by 201 funds based in North America and Europe that are either dedicated socially responsible funds or part of a family of funds that screen companies for ESG attributes before certifying them for investment. Many of these funds exclude a number of U.S. electric utilities from their portfolios, particularly if coal represents a significant source of electric generation. We consider our sustainability profile to be a competitive advantage in attracting equity capital.

In 2021, our NSTAR Electric subsidiary completed our third issuance of “Green Bonds,” with proceeds used to support our industry-leading, low-carbon, clean energy initiatives. The proceeds from the 30-year $300 million, 3.10% debentures were used to fund our various energy efficiency initiatives, which help make our customers’ homes and businesses more efficient. The favorably low rate reflects extremely high investor demand and our ~~progress~~strong credit rating profile.

Eversource is committed to ~~date, you can access~~helping our region reduce GHG emissions through investments in renewable energy with our partner Ørsted, the ~~company's comprehensive sustainability report through the Company's website at: www.eversource.com/content/ema-c/about/investors/investor-releations/sustainability-the-environment/sustainability.~~

world’s leader in offshore wind development, to build offshore wind projects with capacity for at least 4,000 MW located south of Rhode Island and Massachusetts.

~~Shareholder Engagement~~

~~In 2019, we~~

Shareholder Engagement

We continued ~~and substantially expanded~~to grow our shareholder engagement program, whereby we engage throughout the year with our shareholders, participating in meetings, ~~or calls~~most of them virtual, with both our ~~investors'~~investors’ financial teams and their corporate governance and ESG specialists. In ~~2019,~~2021, we again reached out ~~initially~~ to shareholders ~~representing~~holding a substantial majority of our total outstanding shares. Some of our shareholders responded to us noting that they were aware of our governance, social responsibility, and compensation policies and practices, and

did not feel a call or virtual meeting was necessary. ~~With respect~~Approximately twelve institutional holders requested or responded to ~~those shareholders~~our invitation for a virtual meeting to discuss ESG topics. Eversource representatives who ~~did accept~~attended one or more of these meetings during 2021 included our ~~invitations,~~Lead Independent Trustee, our investor relations executive and our Secretary. At the meetings, we ~~engaged over the course of 2019 at in-person or telephonic meetings with each of them. The engagement sessions totaled approximately 62 percent of our outstanding shares. We provide~~provided our shareholders with written

information prior to the meetings that summarizes our financial performance; ESG, climate change and sustainability programs, policies, and accomplishments; and overall corporate governance and

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executive compensation policies and ~~practices, though~~practices; the sessions themselves vary according to the issues that are of greatest interest to our holders. ~~These~~Further information is available to all investors on our website in a presentation entitled “Eversource: A Sustainable Investment Opportunity.” Meeting topics have included enterprise risk, Board member refreshment, Board self-assessments, various governance-related provisions contained in our Declaration of Trust, Corporate Governance Guidelines and Committee charters, stock incentive plan metrics, and Board and workplace diversity. Most meetings that took place in the second half of the year began with a fulsome discussion of how we have responded as a company overall

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to COVID-19. As a result of these shareholder engagement sessions, we have made changes to our governance and executive compensation policies and disclosures, including ~~those relating to Board qualifications and skills disclosure, and we increased~~an increase in the percentage of Performance Shares in our 2021 long-term

incentive program from 50 percent to 75 percent. AIn addition to the pandemic, a significant part of the discussions in ~~2019~~2021 continued to focus on ESG and climate change, including our ~~Company's~~Company’s multi-faceted

clean energy initiatives and carbon reduction efforts and our ~~very~~ ambitious 2030 ~~carbon-free~~carbon neutrality goal. We also continued our active year-round program, which in ~~2019~~2021 included ~~314~~257 virtual and in-person meetings with our ~~shareholders, led by our Company's Investor Relations executive, by far our most ever. These meetings may involve both issuer governance representatives and financial representatives.~~institutional investors, 177 of which included a member of senior management. Eversource continues to ~~gain~~attract interest from ESG focused shareholders and others as an especially attractive socially responsible investment.

~~Trustee Independence~~

Political Activity

We believe it to be in the best interest of Eversource and its shareholders, customers, employees and the communities we serve for us to participate in the political process where appropriate and legally permissible.

Our political activity is very limited. We do not use any corporate funds to contribute to political parties or candidates. This prohibition includes independent political expenditures made in direct support of or in opposition to a campaign and payments made to influence the outcome of ballot measures. We do participate in the process through our membership in utility industry trade associations and related organizations, lobbying elected and appointed officials and administering our employee led political action committees. Decision-making, governance and oversight processes are in place to ensure such contributions and expenditures are legally permissible and in the best interests of Eversource Energy and its stakeholders.

We have in the past also contributed or paid dues to a very small number of national and state governors’ associations and state and local economic and community organizations, with whom we partner to advance the interests of the communities where we provide service. All contribution decisions are based on advancing these interests, and not on the personal preferences of our executives or any other persons or interests.

Any expenditures made by Eversource are made in accordance with and subject to all limitations and conditions of laws, rules and regulations. Contributions and dues payments are reviewed by the Company’s Legal Department and/or Chief Compliance Officer and are coordinated with internal legislative and community affairs managers. We also support the individual rights of Eversource employees to participate in the political process; however, we do not reimburse employees for any political contributions or expenses.

All requests for contributions or other expenditures to be made by Eversource Energy to a political organization or membership in a trade association are required to be submitted to at least one senior executive officer for review and approval, who are required to confirm that the

proposed contribution or expenditure is in the best interests of Eversource and its stakeholders, and that any requested contribution or expenditure complies with all applicable laws, rules and regulations, and the policy.

Eversource Energy and its lobbyists file reports with the U.S. Congress on a regular basis disclosing information about their lobbying activities. These reports are available for review on the websites of the U.S. House of Representatives and the U.S. Senate, as noted below.

Eversource also files lobbyist reports in Connecticut, Massachusetts, New Hampshire and New York, and any lobbyists that the Company works with in New Hampshire also file individual reports that identify their clients.

Senior executives report on political activities and expenditures at least annually to the Governance, Environmental and Social Responsibility Committee, which reviews and oversees the Company’s political activity and this policy.

Written reports of dues paid and expenditures made to political organizations, trade associations and other qualified organizations, along with lobbyist reports are provided to the Governance, Environmental and Social Responsibility Committee and to the full Board of Trustees, and a summary of the report disclosing all such dues paid and expenditures is posted on the Company’s website along with our policy. Our current Zicklin Index rating, as published by the Center for Political Accountability, a recognized overseer of corporate political activity and policy, is 84.3, representing first tier performance.

Eversource encourages its employees to be active members of their communities. Along with participation in civic, charitable and volunteer activities, this includes participation in the political process. Eligible employees may make voluntary contributions to our employee administered Political Action Committees. All contributions made by the PACs are approved by the PAC Steering Committees and are publicly disclosed.

Our complete Political Activity Policy, which includes all Company contributions made over the past five years, is

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available on our website at www.eversource.com/ content/general/about/investors/corporate-governance/political-
activity-policy.

Trustee Independence

We have adopted Corporate Governance Guidelines incorporating independence standards that meet the listing standards of the NYSE. ~~The Corporate Governance Guidelines are available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/guidelines.~~ In addition, we have adopted an additional standard under which a charitable relationship will not be considered to be a material relationship that would impair a ~~Trustee's~~Trustee’s independence if a Trustee serves as an officer or director of a charitable organization, and our discretionary charitable contributions to the organization, in the aggregate, do not exceed the greater of $200,000 or two percent of the ~~organization's~~organization’s total annual charitable receipts or latest publicly available operating budget. The Corporate Governance Guidelines are available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/guidelines and the Trustee Independence Guidelines are available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-independence-guidelines.

The ~~Corporate~~ Governance, Environmental and Social Responsibility Committee conducts an annual review of the independence of the members of the Board, including all nominees, and reports its findings to the full Board. Applying the Corporate Governance Guidelines, the Committee, assisted by legal counsel, reviews and considers relationships and transactions between Eversource Energy, its affiliates and subsidiaries, and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate family. The Committee also reviews Eversource ~~Energy's~~Energy’s charitable donations to organizations in which the Trustees or their immediate family members serve as officers or directors. Similarly, the Committee examines relationships and transactions between each Trustee and our independent registered public accounting firm as well

as entities associated with our senior management. The Committee determined on February ~~5, 2020~~2, 2022 that none of these relationships was

material to the nominees for Trustee or likely to impair the independence of any of the nominees for Trustee.

The Board of Trustees separately considered that the utility operating company subsidiaries of Eversource Energy provide electric service, natural gas service or water service to the residences of Trustees and/or companies with which some of the Trustees are associated. These utility services are provided in the ordinary course of business, on an ~~arm's~~arm’s length basis and pursuant to rates determined by the applicable public utility commission and available to all similar customers of the utility. The Board has determined that relationships that exist solely due to an individual or entity purchasing electric service, natural gas service or water service from any of the utility operating company subsidiaries of Eversource Energy in the ordinary course of business, on an ~~arm's~~arm’s length basis and pursuant to rates determined by the applicable public utility commission, are immaterial to the independence of the Trustees.

On February ~~5, 2020,~~2, 2022, based on the recommendation of the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee following its review, the Board of Trustees affirmatively determined that each of the Trustees, with the exception of Mr. Judge, our Executive Chairman, and Mr. Nolan, our President and Chief Executive Officer, satisfied the independence criteria (including the enhanced criteria with respect to members of the Audit and Compensation Committees) set forth in the current listing standards and rules of the ~~NYSE~~SEC and the ~~SEC~~NYSE and under our Corporate Governance Guidelines.

Related Person Transactions

The Board of Trustees has adopted a Related Person Transactions Policy, which is administered by the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee. The Policy generally

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

defines a Related Person Transaction as any transaction or series of transactions in which (i) Eversource Energy or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any Related Person has a direct or indirect material interest. A Related Person is defined as any Trustee or nominee for Trustee, any executive officer, any shareholder owning more than 5five percent of our total

outstanding shares, and any immediate family member living in the same household of any such person. The Board has determined that the provision of utility services noted in the previous section does not constitute a Related Person Transaction for the same reasons ~~similar to~~as those reviewed in the previous ~~section's~~section’s discussion of independence. Management submits to the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee for consideration any proposed Related Person Transaction. The ~~Corporate~~ Governance, Environmental and Social Responsibility Committee recommends to the Board of Trustees for approval only

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those transactions that are in our best interests. Related Person Transactions are also considered in light of the requirements set forth in our Code of

Business Conduct, including the Conflicts of Interest Policy, and our Code of Ethics for Senior Financial Officers. If management causes us to enter into a Related Person Transaction prior to approval by the Committee, the transaction will be subject to ratification by the Board of Trustees. If the Board determines not to ratify the transaction, then management will make all reasonable efforts to cancel or annul such transaction. On February ~~5, 2020,~~2, 2022, based on facts of which

we are aware, as reported on the Trustees questionnaires completed by each Trustee and on reviews of all transactions involving the Company and all Related Persons conducted by both management and our independent registered public accounting firm, and after applying the NYSE Listing Standards and the Trustee Independence Guidelines, the Board of Trustees determined that none of the Eversource Related Persons, including the Trustees, has a direct or indirect material interest in any transaction involving the Company or its subsidiaries.

~~The Code of Ethics and the Code of Business Conduct~~

The Code of Ethics and the Code of Business Conduct

We have adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) and a Code of Business Conduct which include requirements applicable in whole or in part to all of the Trustees, directors, officers, employees, contractors and agents of Eversource Energy and its subsidiaries. The Code of Ethics is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/code-of-ethics-for-senior-financial-officers, and our

Code of Business Conduct is available on

our website at www.eversource.com/Content/docs/default-source/Investors/Code_of_business_conduct. You may obtain a printed copy of the Code of Ethics and the Code of Business Conduct, without charge, by contacting our Secretary at the address set forth on page 6776 of this proxy statement. Any amendments to or waivers under the Code of Ethics or the Code of Business Conduct will be posted to our website at www.eversource.com/Content/general/about/investors/corporate-governance.

~~Communications from Shareholders and Other Interested Parties~~

Communications from Shareholders and Other Interested Parties

Interested parties, including shareholders, who desire to communicate directly with the Board of Trustees, the non-management Trustees as a group, or individual Trustees, including the Lead Independent Trustee, Mr. ~~Cloud or his successor,~~Van Faasen, should send written communications in care of our Secretary at the mailing address set forth on

page 76 of

~~page 67 of~~

this proxy statement. The Secretary will review each communication and forward all communications that properly identify the sender to the intended recipient or recipients, other than those relating to billing and service issues, which are forwarded directly to a specialized team for resolution.

26 ~~2020~~2022 Proxy Statement

TABLE OF CONTENTS

~~Table~~Securities Ownership of ~~Contents~~Certain Beneficial Owners

~~Securities Ownership of Certain Beneficial Owners~~

The following table provides information as to persons who are known to us to beneficially own more than five percent of the common shares of Eversource Energy. We do not have any other class of voting securities.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355		41,753,614(1)		12.13%(1)
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		39,646,912(2)		11.5%(2)
State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111		22,273,834(3)		6.47%(3)

(1)

Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class

The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

41,297,460 ⁽¹⁾ 12.75% ⁽¹⁾

BlackRock, Inc.
55 East 52nd Street
New York, New York 10055

28,850,036
⁽²⁾

8.9%
⁽²⁾

State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111

18,246,048
⁽³⁾

5.64%
⁽³⁾

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2022, reporting that as of December 31, 2021, The Vanguard Group, Inc. had the shared power to vote or direct the vote of 673,847 common shares, the sole power to dispose or direct the disposition of 40,234,513 common shares, and the shared power to dispose or direct the disposition of 1,519,101 common shares.

~~(1)~~

(2)

Based solely on a Schedule 13G/A filed with the SEC on January 10, 2022, reporting that as of December 31, 2021, BlackRock, Inc. had the sole power to vote or direct the vote of 29,680,661 common shares and the sole power to dispose or direct the disposition of all of these common shares.

(3)

Based solely on a Schedule 13G/A filed with the SEC on February 11, ~~2020,~~2022, reporting that as of December 31, 2019, The Vanguard Group, Inc. had the sole power to vote or direct the vote of 562,332 common shares, the shared power to vote or direct the vote of 185,164 common shares, the sole power to dispose of or to direct the disposition of 40,661,307 common shares, and the shared power to dispose of or to direct the disposition of 636,153 common shares.

~~(2)~~

Based solely on a Schedule 13G/A filed with the SEC on February 5, 2020, reporting that as of December 31, 2019, BlackRock, Inc. and certain subsidiaries beneficially owned and had the sole power to vote or direct the vote of 25,197,778 of these common shares and the sole power to dispose of or direct the disposition of all of these common shares.

~~(3)~~

~~Based solely on a Schedule 13G filed with the SEC on February 13, 2020, reporting that as of December 31, 2019,~~2021, State Street Corporation and certain subsidiaries had the shared power to vote ~~15,774,872~~19,601,845 common shares and the shared power to dispose of ~~18,208,105~~22,163,997 common shares.

~~2020~~2022 Proxy Statement

TABLE OF CONTENTS

~~Table~~Common Share Ownership of ~~Contents~~Trustees and Management

~~Common Share Ownership of Trustees and Management~~

The table below shows the number of our common shares beneficially owned as of March ~~2, 2020,~~1, 2022, by each of our Trustees and Named Executive Officers, as well as the number of common shares beneficially owned by all of our Trustees and executive officers as a group. We do not have any other class of voting securities. Together, these individuals beneficially own less than one percent of our outstanding common shares. The table also includes information about restricted share units and deferred shares credited to the accounts of our Trustees and executive officers under certain compensation and benefit plans. The address for the shareholders listed below is c/o Eversource Energy, 300 Cadwell Drive, Springfield, Massachusetts 01104.


Name of Beneficial Owner					Amount and Nature of Beneficial Ownership(1)(2)

	Gregory B. Butler		~~88,266~~			83,816⁽³⁾
	Christine M. Carmody				54,049(3)
	Cotton M. Cleveland		~~75,030~~
~~Sanford Cloud, Jr.~~		~~59,567~~	⁽⁴⁾		68,943
	James S. DiStasio		~~31,754~~		37,202
	Francis A. Doyle		~~27,052~~			32,308⁽⁵⁾(4)
	Linda Dorcena Forry		~~5,698~~		7,628
	Gregory M. Jones				5,130
	James J. Judge		~~277,519~~			384,079⁽³⁾(5)
	John Y. Kim		~~6,359~~		25,448(6)
	Kenneth R. Leibler		~~40,495~~			45,380
	Philip J. Lembo		~~54,602~~		77,902⁽³⁾⁽⁶⁾(7)
	David H. Long		~~3,140~~			7,044
	Joseph R. Nolan, Jr.				128,653(3)
	Werner J. Schweiger		~~244,265~~		208,513⁽³⁾⁽⁷⁾(8)
	William C. Van Faasen		~~50,795~~			53,705
	Frederica M. Williams		~~18,587~~		23,376
	All Trustees and Executive Officers as a group ~~(16~~(17 persons)		~~870,574~~	⁽⁸⁾
				1,307,009(9)

(1)

The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as noted below.

(2)

~~(2)~~

Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, as follows: Mr. Butler: ~~15,495~~8,232 shares; Ms. Carmody: 6,648 shares; Ms. Cleveland: ~~63,437 shares; Mr. Cloud: 38,129~~61,834 shares; Mr. DiStasio: ~~30,295~~25,136 shares; Mr. Doyle: ~~20,264~~25,149 shares; Ms. Forry: ~~5,698~~7,628 shares; Mr. Jones: 5,130 shares; Mr. Judge: ~~178,116~~41,220 shares; Mr. Kim: ~~6,359~~10,448 shares; Mr. Leibler: ~~20,264~~25,149 shares; Mr. Lembo: ~~19,337~~10,815 shares; Mr. Long: ~~3,140~~7,044 shares; Mr. Nolan: 23,680 shares; Mr. Schweiger: ~~159,820~~94,724 shares; Mr. Van Faasen: ~~50,795~~18,276 shares; and Ms. Williams: ~~18,587~~20,141 shares.

(3)

~~(3)~~

Includes common shares held as units in the 401k Plan invested in the Eversource Energy Common Shares Fund over which the holder has sole voting and investment power (Mr. Butler: ~~6,293~~6,870 shares; Ms. Carmody: 5,391 shares; Mr. Judge: ~~27,145~~29,001 shares; Mr. Lembo: ~~122~~408 shares; Mr. Nolan: 20,781 shares; and Mr. Schweiger: ~~691~~524 shares).

(4)

~~(4)~~

~~Includes 8,200 common shares held by Mr. Cloud's spouse. Mr. Cloud disclaims beneficial ownership of the common shares held by his spouse.~~

~~(5)~~

Includes 333 common shares held by Mr. ~~Doyle's~~Doyle’s spouse. Mr. Doyle disclaims beneficial ownership of the common shares held by his spouse.

(5)

~~(6)~~

Includes ~~542~~138,000 common shares held in the James J. Judge family trust of which Mr. Judge’s spouse is the trustee.

(6)

Includes 15,000 common shares held in a trust in the name of Mr. Kim’s spouse, of which Mr. Kim is the trustee.

(7)

Includes 573 common shares held by Mr. Lembo in a custodial account and 125 shares held in a charitable trust over which Mr. Lembo has sole voting and investment power.

(8)

~~(7)~~

Includes ~~4,596~~2,321 common shares held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of which Mr. ~~Schweiger's~~Schweiger’s spouse is the trustee and beneficiary; ~~and 433~~992 shares held by Mr. ~~Schweiger's~~Schweiger’s spouse in a custodial ~~account.~~account for grandchild #1; and 175 shares held by Mr. Schweiger’s spouse in a custodial account for grandchild #2.

(9)

~~(8)~~

Includes ~~553,890~~408,592 unissued common shares. See note 2.

28 ~~2020~~2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

Trustee Compensation

~~Trustee Compensation~~

The Compensation Committee periodically reviews the compensation of our non-employee Trustees and, when it deems appropriate and upon consultation with the ~~Committee's~~Committee’s independent compensation consultant, recommends adjustments to be approved by the Board of Trustees. The Compensation Committee recommends to the Board compensation for the Trustees based on competitive market practices for both the total value of compensation and the allocation of cash and equity. The Committee uses data obtained from similarly sized utility and general industry companies as guidelines for setting Trustee compensation. The level of Trustee compensation recommended by the Committee and approved by the Board enables us to attract Trustees who have a broad range of backgrounds and experiences.

Each non-employee Trustee serving on January 1, ~~2019~~2021 received a grant under the ~~Company's~~Company’s Incentive Plan, effective on the tenth business day of the year, consisting of the number of restricted stock units (RSUs) resulting

from dividing ~~$135,000~~$160,000 by the average closing price of

our common shares as reported on the NYSE for the 10 trading days immediately preceding such date and rounding the resulting amount to the nearest whole RSU. RSUs generally vest on the next business day following the grant. ~~Beginning with grants made in 2020, each non-employee Trustee was entitled to~~Non-employee Trustees may elect deferral or distribution of up to 100 percent of the common shares issuable in respect of such RSUs immediately upon vesting of their RSU grant, subject to satisfaction of the Trustee share ownership guidelines. The distribution of all common shares entitled to be received upon vesting, but not distributed immediately, is deferred until the tenth business day of January of the year following retirement from Board service. Any individual who is elected to serve as a Trustee after January 1 of any calendar year receives an RSU grant prorated from the date of such election and granted on the first business day of the month following such election.

~~2019~~2021 Trustee Compensation

	~~Amount~~

		Amount
Annual Cash Retainer			$115,000
Annual Stock Retainer			$~~135,000~~160,000
Board and Committee Attendance Fees			None
Annual Lead Independent Trustee Retainer			$30,000
Annual Committee Chair Retainer			$~~20,000~~25,000 Audit Committee
	$15,000 Compensation Committee
	$15,000 ~~Corporate~~ Governance, Environmental and Social Responsibility Committee
	$15,000 Finance Committee

Annual cash retainers of $115,000 per Trustee, additional Committee Chair and Lead Trustee cash retainers and annual RSU grants for service on the Board for ~~2019~~2021 based on the amounts above were paid as described in this section.

Pay Governance LLC provided the Compensation Committee with a review of competitive market practices and compensation in ~~2019.~~2021. As a result, effective January 1, 2022, the amount on which the annual RSU grant is based was increased from $160,000 to $165,000, and each of the annual cash retainer, annual Lead Independent Trustee retainer and the annual retainer for the Chair of the ~~Audit~~Compensation Committee was increased by ~~$5,000 and the annual RSU grants were increased by $25,000, effective January 1, 2020.~~

$5,000.

The share ownership guidelines set forth in the ~~Company's~~Company’s Corporate Governance Guidelines require each Trustee to attain ownership of a number of common shares equal to a market value of at least five-times the then current annual cash compensation retainer for service on the Board. Trustees ~~shall be~~are required to defer or hold all shares awarded as

annual stock compensation retainers until the guidelines have been met. ~~All of the current Trustees exceed the required share ownership threshold except for Mr. Kim and~~

~~Ms. Forry, who were each elected as a Trustee in 2018, and Mr. Long, who was elected as a Trustee in 2019.~~

Prior to the year earned, each Trustee may also irrevocably elect to defer receipt of all or a portion of their cash compensation. Deferred funds are credited with deemed earnings on various deemed investments as permitted by the ~~Company's~~Company’s Deferred Compensation Plan. Deferred cash compensation is payable either in a lump sum or in installments in accordance with the ~~Trustee's~~Trustee’s prior election. There were no above-market earnings in deferred compensation value during ~~2019,~~2021, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company common shares.

Our Incentive Plan places a limit on the amount of total annual compensation that can be paid to any Trustee. When applicable, we pay travel-related expenses for spouses of Trustees who attend Board functions, but we do not pay tax gross-up payments in connection with any taxes on such expenses, nor do we pay pension benefits to our non-employee Trustees.

~~2020~~2022 Proxy Statement 29

~~Table of Contents~~

TABLE OF CONTENTS

Trustee Compensation

~~TRUSTEE COMPENSATION~~

The table below sets forth all compensation paid to or accrued by each non-employee Trustee in ~~2019.~~

2021.

Trustee	Fees Earned Or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total ($)
Cotton M. Cleveland		$	130,000.00		$	160,577.41		$	290,577.41
James S. DiStasio			130,000.00			160,577.41			290,577.41
Francis A. Doyle			140,000.00			160,577.41			300,577.41
Linda Dorcena Forry			115,000.00			160,577.41			275,577.41
Gregory M. Jones			115,000.00			160,577.41			275,577.41
John Y. Kim			115,000.00			160,577.41			275,577.41
Kenneth R. Leibler			115,000.00			160,577.41			275,577.41
David H. Long			115,000.00			160,577.41			275,577.41
William C. Van Faasen			160,000.00			160,577.41			320,577.41
Frederica M. Williams			115,000.00			160,577.41			275,577.41

(1)

Trustee
Fees Earned
Or Paid in Cash
($)⁽¹⁾ Stock Awards
($)⁽²⁾ Total
($)

Cotton M. Cleveland
115,000 138,464.85 253,464.85
Sanford Cloud, Jr.
160,000 138,464.85 298,464.85
James S. DiStasio
130,000 138,464.85 268,464.85
Francis A. Doyle
135,000 138,464.85 273,464.85
Linda Dorcena Forry
115,000 138,464.85 253,464.85
John Y. Kim
115,000 138,464.85 253,464.85
Kenneth R. Leibler
115,000 138,464.85 253,464.85
David H. Long
86,250 91,068.11 177,318.11
William C. Van Faasen
130,000 138,464.85 268,464.85
Frederica M. Williams
115,000 138,464.85 253,464.85
Dennis R. Wraase⁽³⁾
57,500 138,464.85 195,964.85

~~(1)~~: Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees, Lead Independent Trustee and committee chair fees. Also includes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, ~~2019,~~2021, Mr. Doyle and Mr. Kim each deferred 100 percent of ~~his~~their cash compensation.

(2)

~~(2)~~

Reflects the grant date market value, based on a closing price of ~~$66.41~~$88.57 per share on January 15, ~~2019,~~2021, of ~~2,085~~1,813 RSUs granted to all Trustees on January 15, 2021, and which vested on January 16, 2021. The number of RSUs granted to each Trustee was determined in accordance with the provisions set forth on the preceding ~~page, which were granted on January 15, 2019, and which vested on January 16, 2019.~~page. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividend equivalents, at December 31, ~~2019:~~2021: Ms. Cleveland: ~~58,485; Mr. Cloud: 38,129;~~61,834; Mr. DiStasio: ~~18,356;~~23,277; Mr. Doyle: ~~18,356;~~23,290; Ms. Forry: ~~3,790,~~7,256; Mr. Jones: 3,271; Mr. Kim: ~~4,451;~~8,589; Mr. Leibler: ~~18,356;~~23,290; Mr. Long: ~~1,232;~~5,185; Mr. Van Faasen: ~~17,286;~~18,276; and Ms. Williams: ~~17,286.~~

~~(3)~~

~~Mr. Wrasse retired effective May 1, 2019.~~

20,141.

30 ~~2020~~2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

Compensation Discussion and Analysis

~~Compensation Discussion and Analysis~~

This Compensation Discussion and Analysis (CD&A) provides information about ~~the principles behind~~ our compensation principles, objectives, plans, policies and actions for our Named Executive Officers. The discussion describes the specific components ofused in our compensation programs and approach to executive compensation, how Eversource Energy measures performance, and how our compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for our Named Executive Officers, as presented in the tables and narratives that

follow. While this discussion

focuses primarily on ~~2019~~2021 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of our compensation programs and the decisions that were made regarding ~~2019~~2021 performance. The CD&A also contains an assessment of performance measured against ~~the~~ established ~~2019~~2021 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:


			➢ Summary of ~~2019~~2021 Accomplishments
			➢ Pay for Performance Philosophy
			➢ Executive Compensation Governance
			➢ Named Executive Officers
			➢ Overview of ~~our~~Our Compensation Program
			➢ Market Analysis
			➢ Mix of Compensation Elements
			➢ Results of ~~2019~~2021 Say on Pay
			Vote ➢ Elements of ~~2019~~2021 Compensation
			➢ Risk Analysis of Executive Compensation


			~~2019~~ ➢ 2021 Annual Incentive Program
			~~Performance Goal~~ Assessment ~~Matrix~~
			➢ Long-Term Incentive Program
			➢ Clawback and No Hedging and No Pledging Policies
	➢		Share Ownership Guidelines
			and Retention Requirements ➢ Other Benefits
			➢ Contractual Agreements
			➢ Tax and Accounting Considerations
			➢ Equity Grant Practices
			➢ Compensation Committee Report

Summary of 2021 Accomplishments

2021 Financial and Operational Accomplishments

~~Summary of 2019 Accomplishments~~

~~2019 was an exceptionally successful year,~~In 2021, we continued to outperform our peers in most financial metrics, demonstrated our leadership in ESG, and ~~in many respects,~~achieved substantially all of the ~~most successful year in~~operational goals as set by the ~~Company's history. We achieved Total Shareholder Return of 34.4 percent, had~~Committee, while keeping our best system reliability performance ever, and established Eversource as a clean energy and ESG industry leader. Our performance was outstanding in each area that is important to our shareholders, customers, employees and ~~communities.~~customers safe. The following is a summary of some of our most important accomplishments in ~~2019:~~

2021:

~~2019 Financial Accomplishments~~•

•: FINANCIAL PERFORMANCE: ~~2019~~2021 earnings per share equaled ~~$2.81~~$3.54 per share, and non-GAAP earnings per share equaled ~~$3.45, which~~$3.86. Non-GAAP earnings excludes ~~an impairment charge of $0.64 per share~~the impact from the Connecticut Public Utilities Regulatory Authority (PURA) storm settlement agreement referenced in this CD&A, and the 2021 integration costs relating to the ~~Northern Pass Transmission Project.~~^{acquisition in 2020 of the assets of Columbia Gas of Massachusetts (Columbia Gas).}(1)

•: ~~DIVIDENDS PAID:~~ The Board of Trustees increased the annual dividend rate by 5.9 percent for 2019 to $2.14 per share, which exceeded the EEI index of companies' median dividend growth rate of 5.1 percent. The dividend growth rate for the period 2017 - 2019 has averaged 6.3 percent, exceeding the utility industry average.

(1)

Non-GAAP EPS presented in this proxy statement excludes $0.25 per share relating to the ~~impairment charge for~~PURA storm settlement agreement and $0.07 per share relating to the ~~Northern Pass Transmission Project (NPT)~~integration of ~~$0.64 per share.~~the acquisition in 2020 of the assets of Columbia Gas. Eversource Energy uses this non-GAAP financial measure to more fully compare and explain ~~2019~~2021 results without including the impact of ~~the NPT impairment charge. Management believes the NPT impairment charge is not indicative of Eversource Energy's ongoing performance.~~these one time costs. Due to the ~~nature and significance~~effect of ~~the impairment charge~~such costs on net

income attributable to common shareholders, management believes that the non-GAAP presentation is a more meaningful representation of Eversource ~~Energy's~~

Energy’s financial performance and provides additional information to readers in analyzing historical and future performance of the business. Non-GAAP financial measures should not be considered as alternatives to Eversource ~~Energy's~~Energy’s consolidated net income attributable to common shareholders.

Please see Exhibit A.

~~2020~~2022 Proxy Statement

TABLE OF CONTENTS

Compensation Discussion and Analysis

•

DIVIDENDS PAID: 31

~~Table~~The Board of ~~Contents~~Trustees increased the annual dividend rate by 6.2 percent for 2021 to $2.41 per share, which exceeded the median dividend growth rate of 4.7 percent for the utilities that constitute the Edison Electric Institute Index (EEI Utility Index).

~~COMPENSATION DISCUSSION AND ANALYSIS~~

[MISSING IMAGE: tm223436d1-bc_dividendbwlr.jpg]

•
~~Common Dividends~~

•

SHAREHOLDER RETURN: Our Total Shareholder Return in ~~2019~~2021 was ~~34.4~~8.2 percent, compared to ~~the 25.8~~17.1 percent ~~total shareholder return of~~for the EEI Index ~~and a 31.5 percent total shareholder return for the Standard & Poor's 500.~~of 39 companies. We have ~~outperformed~~continued to outperform the EEI Utility Index ~~and the Standard & Poor's 500~~ over the last ~~one-,~~ three-, five- and 10-year periods. This long-term performance ranks Eversource among the top-10 companies in the Index. An investment of $1,000 in our common shares for the ~~ten-year~~10-year period beginning January 1, ~~2010~~2012 was worth ~~$4,567~~$3,452 on December 31, ~~2019.~~2021. The following chart represents the comparative ~~one-, three- five- and 10-year~~ total shareholder returns for the periods ended December 31, ~~2019, respectively:~~2021:

Total Shareholder Return
2019
3-Year
5-Year
10-Year

Eversource
34.4 % 68.7 % 85.8 % 356.7 %
EEI Index
25.8 % 46.7 % 64.4 % 214.0 %
S&P 500
31.5 % 53.2 % 73.9 % 256.7 %

[MISSING IMAGE: tm223436d1-tbl_22tsrbwlr.jpg]

[MISSING IMAGE: tm223436d1-tbl_22tsrbwlr.jpg]

•

~~STOCK PRICE:~~ ~~Our stock price rose from $65.04 on January 1, 2019 to $85.07 on December 31, 2019, a gain of 30.8 percent, outperforming our peers.~~

•

~~CLEAN ENERGY:~~STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: We ~~have strengthened~~received the ~~prospects~~approval of a comprehensive storm settlement agreement with PURA that provided for the resolution of several pending regulatory and legal proceedings and are ahead of plan on the integration of the assets acquired from Columbia Gas Company ~~through new clean energy projects.~~of Massachusetts. We ~~continued~~advanced the progress of Massachusetts Grid Modernization and successfully accelerated the recovery of 2020 investments for NSTAR Gas Company. In addition, we received approval to ~~expand our offshore wind partnership with Ørsted, the global leader~~defer $15.6 million of ~~offshore wind development, through~~additional storm related costs and successfully negotiated and completed the acquisition of ~~the Northeast U.S. assets of Deepwater Wind. Our partnership successfully bid into the~~NESC, a New York clean energy request for proposals and was awarded a contract for 880 megawatts of offshore wind with the Sunrise Wind project, and advanced the New London State Pier agreement to support offshore wind construction. The partnership is recognized as the leading developer of offshore wind in North America. We accelerated the original five-year electric vehicle charging program in Massachusetts to three years, and the program met its 2019 targets. Also, we commenced the construction process on two energy storage projects inEngland water distribution company.

•

~~Massachusetts, and in addition, our energy efficiency programs continue to be recognized as being best in the nation by the American Council for an Energy Efficient Economy.~~

•

CREDIT RATING: We continue to hold an A- Corporate Credit Rating at Standard & ~~Poor's.~~Poor’s. There is no other ~~utility~~holding company with a higher credit rating in the EEI Utility Index.

~~2019 Operational Accomplishments~~•

•

RELIABILITY PERFORMANCE: Electric System Reliability, measured by months between interruptions, was top decile for our industry ~~and our best year ever. Our overall electric system reliability performance~~ in ~~2019 improved by 26 percent;~~2021; customer power interruptions were on average ~~21.6~~19.2 months apart.

[MISSING IMAGE: tm223436d1-bc_22reliabibwlr.jpg]

•
~~Reliability Performance~~

~~Months Between Interruptions~~

•

RESTORATION PERFORMANCE: The average system outage duration was ~~59.2~~69.8 minutes, ~~a 23 percent improvement over 2018, also~~ top ~~decile and our best year ever.~~quartile in the utility industry for the fastest restoration time.

[MISSING IMAGE: tm223436d1-bc_22restorbwlr.jpg]

•
~~Restoration Performance~~

~~Average Time of Resolution – In Minutes~~

•

SAFETY: Our safety performance ~~of 0.7,~~was 0.9, measured by days away, restricted or transferred (DART) per 100 workers, ~~has improved significantly since 2016 and~~which continued to outperform the industry in ~~2019.~~2021. In addition to our safety performance as measured by DART, the policies and procedures we established at the onset of the pandemic contributed significantly to our successful overall safety performance. The strong partnerships that have been developed between Company management and the leadership of our unions have been of great assistance in both helping our employees stay safe throughout the pandemic and in advancing our business iniatitives, allowing for continuing overall strong Company performance. Eversource employees had less than 1 percent of COVID occupational contact cases in 2021.

32 ~~2020~~2022 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

Compensation Discussion and Analysis

~~COMPENSATION DISCUSSION AND ANALYSIS~~

[MISSING IMAGE: tm223436d1-bc_22safetybwlr.jpg]

GAS EMERGENCY RESPONSE:~~Safety~~ On-time response to gas customer emergency calls was 98.0 percent, which continued to outperform the industry.

[MISSING IMAGE: tm223436d1-bc_22gasemebwlr.jpg]

•

~~Days Away Restricted Time (DART)~~

•: ~~REGULATORY:~~ELECTRIC STORM RESTORATION: We ~~achieved very constructive regulatory outcomes, including an approximate $28 million temporary rate settlement approval at Public Service Company~~successfully advanced the plan to transform the Company’s storm emergency response to enhance the customer experience by implementing our internal and external staffing optimization; enhancing our community portal two-way communications in real time during storm events; upgrading the information technology for the outage management and customer communication infrastructure to ensure scalability and efficiency; investing in technology and process improvements to ensure efficiency; and improving accuracy in the damage assessment phase.

•

CLEAN ENERGY EXECUTION: Regarding our offshore wind projects, we successfully executed a ten-year agreement with the City of New ~~Hampshire, successful recovery approval~~London, Connecticut, to advance the New London Pier redevelopment project, giving our partnership access to the leading offshore wind port in the Northeast, and made significant progress in advancing siting and permitting of all three of our ~~storm costs~~offshore wind projects (South Fork, Sunrise and Revolution Wind) at the federal

and state levels. We continue to advance the development of our electric vehicle infrastructure in ~~the three states that we serve,~~both Connecticut and ~~a negotiated settlement with the Federal Energy Regulatory Commission to align rate structure~~Massachusetts, successfully executed our first Massachusetts Grid Modernization plan, and ~~create additional customer rate transparency.~~

•

~~CUSTOMER:~~submitted our next round of plan investments for approval, including Advanced Metering Infrastructure. We also executed our $500 million annual energy efficiency program and filed and received Massachusetts Department of Public Utilities approval for our $1 billion new energy efficiency three-year program. We continued to ~~advance~~position our ~~transformation of the customer experience with a new mobile application, improved accuracy of restoration time estimates,~~gas business for long term success in many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and ~~further increases in customer digital engagement.~~

other methane emission reductions.

~~2019~~2021 Sustainability/ESG

•

SUSTAINABILITY: Our strong environmental, social and governance performance ~~was~~once again received widespread recognition in 2021, which demonstrates our deep commitment to corporate responsibility, evidenced by the high ratings we receive from leading sustainability rating firms. In 2021, we were ranked at the top ~~decile within~~of a peer group of comparably sized ~~(market capitalization)~~ U.S. utilities whose ESG performance is assessed by ~~the~~ two leading sustainability rating ~~firms; this exceeded the goal of 75~~^th ~~percentile performance.~~firms. We ~~also announced~~outperformed our ~~new, industry leading but attainable~~ goal to be in the ~~only U.S. utility~~85th percentile compared to beour peers with a combined end of-year ranking of 97 percent. We continue to engage with operational and business partners to advance our sustainability strategy and drive performance that addresses the evolving expectations of our shareholders, customers, employees, regulators and the communities we serve.

We are taking steps to mitigate climate change impacts through leading clean energy initiatives and an industry leading emissions target to achieve carbon ~~neutral~~neutrality in our Company operations by 2030. In 2021, we made progress toward this goal by engaging employees cross-functionally through dedicated committees focused on addressing emission reduction plans across all key emission sources, engaging internal and external stakeholders, and making preparations to offset the emissions that cannot be avoided. We have reduced our carbon footprint by 17 percent since 2018 by executing our carbon reduction initiatives associated with fleet, electric line losses, SF6 gas used in electric switchgears, energy efficiency, and leak prone gas pipe replacements. Looking beyond our own operational greenhouse gas (GHG) emissions, we also work with customers to reduce their impacts on the climate through solutions such as energy efficiency programs, enabling renewable energy interconnection, and advancing electric vehicle infrastructures and energy storage capabilities.

•

COMMUNITY: We continued to make a significant impact in our communities through our corporate

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philanthropy ~~programs~~ and extensive employee ~~community~~ volunteer programs. Our employees ~~have more than doubled the~~devoted close to 23,600 hours ~~they have devoted~~in 2021 to volunteerism in our service territory communities, all under constraints imposed by the ~~communities, from 15,000 hours~~pandemic. Our 2021 charitable giving totaled $26.8 million, with major event lead sponsorships for the Eversource Walk for Children’s Hospital of Boston, Eversource Walk and 5K Run for Easterseals New Hampshire, Mass General Cancer Center/Eversource Every Day Amazing Race, Eversource Hartford Marathon, Travelers Championship and Special Olympics in ~~2016~~Connecticut, Massachusetts and New Hampshire. Many of these events were held virtually, and our Eversource employees assisted in producing events to ~~over 37,000 hours in 2019.~~help ensure their success. Additionally, employees and retirees also contributed a record amount during our 2021 annual United Way campaign, The Power of U. Our Eversource Energy Foundation continues to provide direct support to organizations and large regional initiatives within our service territories.

•

DIVERSITY: ~~In 2019, 41~~We continued to support several programs and agencies that address racial and ethnic disparities in our customers’ communities and beyond. We also remain committed to developing a workforce that fully reflects the diversity of the people and communities we serve. Our hiring and talent practices emphasize diversity, equity, and inclusion, and we encourage employees to embrace different people, perspectives, and experiences in our workplace and within our communities — regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, disability, marital status, sexual orientation, active military or veteran status. We sustained our successful drive to increase workforce diversity and build a talent pipeline; in 2021, 57 percent of ~~new~~our external hires were women or people of color, and 41.2 percent of external hires and internal promotions into leadership roles were women or people of ~~color, exceeding~~color.

Eversource is a signatory to the ~~goal~~CEO Action for Inclusion Pledge to advance diversity and inclusion in the workplace and a member of ~~40 percent.~~the Paradigm for Parity coalition committed to addressing gender parity. Programs, activities and discussions focused on diversity, equity and inclusion were offered to provide employees with education and experiences to further emphasize messages of racial and social justice. We held bi-weekly listening sessions with our business resource group leaders and our Racial Equity Task Force has been focused on increasing equity through the lens of talent management, inclusion, and support for our diverse communities, including increasing business with diverse suppliers. We held a highly attended Day of Understanding virtual event on how to hold conversations that advance racial equality, and we continued our Senior Leadership-led employee town hall series focused on disrupting racism. We followed the town

hall series with allyship training and racial equity dialogues.

In addition, we launched a D&I multicultural book club and held signature learning events to celebrate Black History Month, Hispanic Heritage Month, and Asian American Month, focusing on the history, contributions, and current challenges of each group. We also continued our webinar series on employee resilience and self-care. An example of our commitment to promote equity and diversity in our communities, is our investment in Girls With Impact, a business and leadership program that funds scholarships for under-resourced young women in Connecticut and Massachusetts. Our investment is valued at nearly $225,000 and will fund 250 scholarships. In response to the continuing calls for racial, social and environmental justice, we appointed a Vice President of Corporate Citizenship and Equity and launched a 15-member cross-functional pro-equity advisory team tasked with developing a strategy, guidelines, leadership toolkits, training materials and decision frameworks to promote equity in siting, customer-facing projects, procurement and philanthropy.

•

EMPLOYEES: Eversource recognizes that our employees are our most valuable asset. We ~~advanced Diversity & Inclusion~~have developed strategic workplans as part of the annual business and workforce planning process to address immediate and long-range needs to ensure that we acquire, develop, and retain excellent talent. Virtual learning and development opportunities were provided to employees, including the launch of a career management series and a new hire networking series with executive overviews. No employees were subject to lay-offs as a result of the pandemic. Interactive engagement and support tools were leveraged to promote remote worker effectiveness supporting the workforce with business, leadership, and technical knowledge. Employee development programs were aligned to the strategic workforce plan to support succession within all levels of the organization. Programs like the Growth Opportunities for Leadership Development (GOLD) provide development for recent college graduates and were expanded to include employees new to the utility industry. The Transmission Training, Engineering Development, and Transmission Cohort programs promoted educational and professional development opportunities for recent college graduates. Tuition assistance programs, paid internships, co-ops, and other pipeline development programs continued to ensure progress in future workforce technical skills and competencies. Targeted training, development and educational opportunities were offered to our high potential employees to ensure their continued growth and development as future leaders. Thought provoking stretch assignments, high impact cross-functional team memberships, senior management interaction and exposure, targeted coaching and feedback, and diverse

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learning experiences that promote interdependent thinking and embrace alternative perspectives, while building teamwork and collaboration, represent core components of our key talent development program.

Additionally, we leveraged educational partnerships within the ~~Company through continued leadership commitment~~diverse communities we serve in critical trade and ~~Active Diversity Councils~~technical areas and ~~Business Resource Groups.~~have developed proactive sourcing strategies to attract experienced workers in highly technical roles in areas like engineering, electric and gas operations, and energy efficiency. As part of this process, we added new college partnerships to increase our pipelines for diverse talent. Eversource ~~was recognized for its commitment~~also provides employees with fair pay, comprehensive benefits, and a variety of field and classroom training opportunities throughout their careers to ~~advancing women in~~support their ongoing success on the job.

: ~~workplace, having been selected for the 2019 Bloomberg Gender-Equality Index. Our 2019 Employee Pulse Survey reported significantly higher engagement~~The success of these programs, policies and opportunities is evidenced by our ~~employees; our~~most current comprehensive employee survey, ~~scores continue to improve, increasing by 11~~which saw strong participation of 70 percent ~~over~~of the ~~2018 survey~~employee population and ~~22 percent over the 2016 results.~~a high level of engagement, with an eight-point improvement in overall favorability.

•

AWARDS: We ~~received~~continued to receive numerous ~~local and~~ national awards for 2021 recognizing usEversource as a leader and catalyst in the areas of ~~Sustainability~~sustainability and ~~ESG, including:~~ESG.

•

We were again ranked in the top 100 of America’s Most Just Companies for 2021 by

•: ~~In November 2019, Forbes magazine/~~Forbes/JUST Capital ~~ranked us as the #1 utility company.~~. The listing recognizes corporate social responsibility and commitment to ~~the~~ local communities and celebrates public companies for their positive impact and leadership on priorities such as ethical leadership, environmental impact, customer treatment, shareholder return, fair pay and benefits, and equal ~~opportunity and shareholder return.~~opportunity.

•

Newsweek

•

~~Newsweek magazine's~~ magazine ranked Eversource as the #1 energy company in their 2021 list of the Most Responsible ~~Companies' review ranked us the #1 utility company. The Newsweek~~Companies. This listing is based on ~~an analysis of a company's corporate social responsibility,~~ESG performance, as well as a public survey.

•

We ~~received~~were again selected to be included in the ~~2019 Department of Defense Employer Support Freedom Award,~~Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women’s equality in the ~~highest employer award given~~workplace and transparency in gender reporting.

•

Eversource was recognized again by the U.S. ~~government, recognizing~~Department of Labor as a HIRE Vets Medallion Award recipient for our ~~support of employees who are serving our country.~~commitment to recruiting, employing, and retaining veterans.

•

We ~~received the Boston Business Journal's Corporate Citizenship Award~~were recognized as one of ~~the most charitable companies~~America’s “best employers for diversity” by Forbes magazine, which surveyed over 50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA and diversity in ~~Massachusetts.~~their current workplace.

•

~~The U.S. EPA/DOE selected us to receive the ENERGY STAR Partner of the Year Sustained Excellence Award for leadership in energy efficiency.~~

•

We ~~received an EEI Emergency Recovery Award for our restoration work following the damage caused by tornadoes that struck Cape Cod in July 2019.~~

•

We were again selected as a ~~"most honored"~~“most honored” company in by Institutional Investor ~~magazine's~~ magazine in its survey of some 1,500 portfolio managers and investment analysts. ~~Eversource placed~~We were designated as being one of the ~~#1 or #2 utility~~top three utilities in each of the ~~Best~~eight survey categories, including the No. 1 ranking for our Investor Relations officer.

•

We were recognized as a finalist by the Healthiest Employer Program ~~Best CFO, Best IR Professional, Best ESG Metrics,~~for our commitment to workplace wellness and ~~Best in Corporate Governance Categories.~~

exceptional health benefits.

•

We were on Barron’s 2021 Most Sustainable Companies list. Barron’s based its list on 230 performance indicators that address environmental, social and governance matters.

Achievement of the ~~2019~~2021 performance goals, additional accomplishments and the Compensation ~~Committee's~~Committee’s assessment of Company and executive performance are more fully described in the section below titled ~~"2019~~“2021 Annual Incentive ~~Program."~~Program Assessment.” Specific decisions regarding executive compensation based upon the ~~Committee's~~Committee’s assessment of Company and executive performance and market data are also described below.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

Pay for Performance Philosophy

~~Pay for Performance Philosophy~~

The Compensation Committee links the compensation of our executive officers, including the Named Executive Officers, to performance that will ultimately benefit our customers, employees, and shareholders. Our compensation program is intended to attract and retain the best executive talent in the industry, motivate our executives to meet or exceed specific stretch financial and

operational goals

each year, and compensate our executives in a manner that aligns compensation directly with performance. We strive to provide executives with base salary, performance-based annual incentive compensation, and performance-based long-term incentive compensation opportunities that are competitive with market practices and that reward excellent performance.

~~Summary Compensation Table Versus Realized Pay Comparison — James J. Judge — CEO~~

Since the date of his election as CEO, the realized pay of Mr. Judge has been substantially less than his total compensation as reported in the Summary Compensation Table of our proxy statements (his reported pay). This is because a large portion of Mr. Judge's reported pay consists of the annual increase in Mr. Judge's pension benefit, which as we note below and in the section of this CD&A marked "Mr. Judge's Pension Benefit," does not represent actual earnings.

This is because the reported compensation as required by the SEC's regulation differs from an executive's actual earnings, which we refer to as "realized pay." Realized pay, on the other hand, is the amount that Mr. Judge actually received during the three fiscal years noted. As a result, we believe that it is useful to compare his realized pay for each year with his reported pay for the same period as illustrated in the chart below.

~~For purposes of the preceding table, we define:~~

~~1) SEC Summary Compensation Table Compensation:~~40 (i) base salary paid in each year, (ii) actual bonus earned for each year, (iii) the grant date amount of LTI awards, (iv) value of actuarial change in pension value, and (v) all other compensation as shown in the summary compensation table for each year.

~~2) Realized Pay:~~ (i) base salary paid in each year; (ii) the actual bonus earned for each year; (iii) for performance shares and RSUs, the actual value earned upon vesting; and (iv) the value of all other compensation realized in each year, including 401k matching contribution, financial planning services, and a company-leased vehicle. Realized Pay for Eversource's CEO does not assign a value to pension benefits or change in benefit value, as pension benefits were not realized in 2017, 2018, or 2019.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

Executive Compensation Governance


What we DO:
✓		~~Pay for Performance~~
✓		~~Share ownership and holding guidelines~~
✓		~~Balanced incentive metrics~~
✓		~~Delivery of the majority of incentive compensation opportunity in long-term equity~~
✓		~~Broad financial and personal misconduct clawback policy relating to incentive compensation~~
✓		~~Double-trigger change in control vesting provisions~~
✓		~~Shareholder engagement meetings throughout the year between management and our shareholders that discuss compensation governance~~
✓		~~100 percent of long-term incentive compensation paid in equity~~
✓		~~Independent compensation consultant~~
✓		~~Annual Say-on-Pay vote~~
✓		~~Payout limitations on incentive awards~~
✓		~~Limited executive and Trustee trading window~~

✓

Focus on Pay for Performance.

✓

Maintain share ownership and holding guidelines.

✓

Utilize balanced incentive metrics including both absolute and relative measures.

✓

Deliver the majority of incentive compensation opportunity in long-term equity.

✓

Maintain double-trigger change in control vesting provisions.

✓

Hold Shareholder engagement meetings throughout the year between management and our shareholders that discuss executive compensation governance, our financial performance, ESG, climate change and sustainability, and overall corporate governance.

✓

Maintain a broad financial and personal misconduct clawback policy relating to incentive compensation.

✓

Tie 75 percent of long-term incentive compensation to performance and grant 100 percent of long-term incentive compensation in equity.

✓

Engage an independent compensation consultant.

✓

Hold annual Say-on-Pay vote.

✓

Impose payout limitations on incentive awards.

✓

Maintain limited executive and Trustee trading window.


What we ~~DON'T do:~~DON’T do
✕:		~~No tax gross-ups in any new or materially amended executive compensation agreements~~
✕		~~No hedging, pledging or similar transactions by executives and Trustees~~
✕		~~No liberal share recycling~~
✕		~~No dividends on equity awards before vesting~~
✕		~~No discounts or repricing of options or stock appreciate rights~~
✕		~~No change in control agreements since 2010~~

X Include tax gross-ups in any new or materially amended executive compensation agreements. X Allow hedging, pledging or similar transactions by executives and Trustees. X Provide for liberal share recycling within long term compensation grants.

Pay dividends on equity awards before vesting.

Allow for discounts or repricing of options or stock appreciation rights.

Grant change in control agreements (since 2010).

•

The executive share ownership and holding guidelines noted in this CD&A emphasize the importance of aligning management with shareholders. Under the share ownership guidelines, which require our Executive Chairman and our Chief

Executive Officer to hold shares equal to six times base salary, we also require our executives to hold 100 percent of the shares awarded under the ~~Company's~~Company’s stock compensation program until the share ownership guidelines have been met.

•

Our Incentive Plan includes a clawback provision that requires our executives and all other participants to reimburse the Company for incentive compensation received, not only if earnings are subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, but also for a willful material violation of our Code of Business Conduct or ~~material~~significant breach of a material covenant in an employment agreement. The Plan also imposes limits on awards and on Trustee compensation and prohibits repricing of awards and liberal share recycling.

•

The Company prohibits ~~gross-ups~~gross ups in all new or materially amended executive compensation agreements.

•

The Company has a ~~"no~~“no hedging and no ~~pledging"~~pledging” policy that prohibits the purchase of financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of our common shares. ~~Please refer to page 31 within this CD&A.~~

•

Our employment agreements and incentive plan require a ~~"double-trigger"~~“double-trigger” following change in control to accelerate compensation.

•

The Compensation Committee annually assesses the independence of its compensation consultant, Pay Governance LLC (Pay Governance), which is retained directly by the Committee. Pay Governance performs no other consulting nor provides services for the Company and has no relationship with the Company that could result in a conflict of interest. At its February 5, 2020 meeting, the Committee concluded that Pay Governance is independent and that no conflict of interest exists between Pay Governance and the Company.

~~Named Executive Officers~~

Named Executive Officers

The executive officers listed in the Summary Compensation Table and whose compensation is discussed in this CD&A are referred to as the ~~"Named~~“Named Executive ~~Officers"~~Officers” under SEC regulations. For ~~2019,~~2021, the Named Executive Officers were:

•

~~James J. Judge~~Joseph R. Nolan, Jr., ~~Chairman,~~ President and Chief Executive Officer

•

Philip J. Lembo, Executive Vice President and Chief Financial Officer

•

Werner J. Schweiger, Executive Vice President and Chief Operating Officer

•

~~Leon J. Olivier, Executive Vice President, Enterprise Energy Strategy and Business Development~~

•

Gregory B. Butler, Executive Vice President and General Counsel

•

Christine M. Carmody, Executive Vice President-Human Resources and Information Technology

•

~~2020~~James J. Judge, Executive Chairman of the Board

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~~Table~~Overview of ~~Contents~~Our Compensation Program

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Overview of Our Compensation Program~~

The Role of the Compensation Committee. The Board of Trustees has delegated to the Compensation Committee overall responsibility for establishing the compensation program for those senior executive officers, whom we refer to in this CD&A as ~~"executives"~~“executives” and whom are deemed to be ~~"officers"~~“executive officers” under the ~~SEC's~~SEC’s regulations that determine the persons whose compensation is subject to disclosure. In this role, the Committee sets compensation policy and compensation levels, reviews and approves performance goals and evaluates executive performance. Although this CD&A refers principally to compensation for the Named Executive Officers, the same compensation principles and practices apply to all ~~executives.~~vice presidents and above. The compensation of the Chief Executive Officer and the Executive Chairman is subject to the further review and approval of all of the independent Trustees.

Elements of ~~Compensation.~~Compensation. Total direct compensation consists of three elements: base salary, annual cash incentive awards, and long-term equity-based incentive awards. Indirect compensation is provided through certain retirement, perquisite, severance, and health and welfare benefit programs.

Our Compensation ~~Objectives.~~Objectives. The objectives of our compensation program are to attract and retain superior executive talent, motivate our executives to achieve annual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices. With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as long-term value creation for shareholders, ~~and~~ maintaining a strong balance ~~sheet.~~sheet, and being a leader in clean energy and sustainability. The Committee also places great emphasis on operating performance, customer service, safety, sustainability and ~~customer service.~~workforce diversity. Our compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with Eversource ~~Energy's~~Energy’s customers, employees, and shareholders. The Committee continually increases expectations to motivate our executives and employees to achieve continuous improvement in carrying out their responsibilities to our customers to deliver energy and water reliably, safely, mindful of the environment and ~~employees,~~employee well-being, and at a reasonable cost, while providing an above-average total return to our shareholders.

Setting Compensation ~~Levels.~~Levels. To ensure that the Company achieves its goal of providing market-based total direct compensation levels to attract and retain top quality management, the Committee provides our executives with target compensation opportunities approximately

equal to

median compensation levels for executive officers of companies in the utility industry comparable to us in size. To achieve that goal, the Committee and its independent compensation consultant work together to determine the market values of executive direct and indirect compensation elements ~~(base salaries, annual incentives, and long-term incentives), as well as total compensation,~~ by using competitive market compensation data.

The Committee reviews competitive compensation data obtained from utility and general industry surveys and a specific group of peer utility companies. Incumbent compensation levels may be set below the market median for those executives who are new to their roles, while long-tenured, high performing executives may be compensated above median. The review by Pay Governance performed in ~~late 2019~~December 2021 indicated that the ~~Company's~~Company’s aggregate executive compensation levels ~~were~~continue to be aligned with median market rates.

Role of the Compensation ~~Consultant.~~Consultant. The Committee has retained Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Committee and does not provide any other services to the Company. With the consent of the Committee, Pay Governance works cooperatively with the ~~Company's~~Company’s management to develop analyses and proposals for presentation to the Committee. The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation we pay to our executives and to review the ~~Committee's~~Committee’s proposed compensation decisions.

Pay Governance ~~Independence.~~Independence. In February ~~2020,~~2022, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules, and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, as well as the written representations of Pay Governance that Pay Governance does not provide any other services to the Company, the level of fees received from the Company as a percentage of Pay ~~Governance's~~Governance’s total revenues, the policies and procedures employed by Pay Governance to prevent conflicts of interest, and whether the individual Pay Governance advisers with whom the Committee consulted own any Eversource Energy common shares or have any business or personal relationships with members of the Committee or our executives.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

Role of ~~Management.~~Management. ~~Management's~~Management’s roles, and specifically the roles of the Chief Executive Officer and the Executive Vice ~~President of Human~~President-Human Resources and

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Information Technology, are to provide current compensation information to the compensation consultant and analyses and recommendations on executive compensation to the Committee based on the

market value of the position, individual performance, experience and internal pay equity. The Chief Executive Officer also

provides recommendations on the compensation for the other Named Executive ~~Officers.~~Officers other than the Executive Chairman. None of the executives ~~make~~makes recommendations that affect ~~his or her~~their individual compensation.

~~Market Analysis~~

Market Analysis

The Compensation Committee seeks to provide our executives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of utility companies comparable to the Company. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing ~~2019~~2021 compensation:

•

Competitive Compensation Survey ~~Data.~~Data. The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent our market for executive officer talent. Utility industry data serve as the primary reference point for benchmarking officer compensation and are based on a defined peer set, as discussed below, while general industry data are derived from compensation consultant surveys and serve as a

secondary reference

point. General industry data are used for staff positions and are ~~size-adjusted~~size adjusted to ensure a close correlation between the market data and the ~~Company's~~Company’s scope of operations. The Committee references this information, which it obtains from Pay Governance, to evaluate and determine base salaries and incentive opportunities.

•

Peer Group Data. In support of our executive pay decisions, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of the ~~Company's~~Company’s executive compensation levels as compared to the 2018 peer group companies listed in the table below. This peer group, which the Committee reviews annually, was chosen because these companies are ~~and continue to be~~ similar to Eversource Energy in terms of size, business model and long-term strategies.



Alliant Energy Corporation	~~FirstEnergy Corp.~~	Dominion Energy, Inc.	Pinnacle West Capital Corporation
Ameren Corporation	~~NiSource Inc.~~	DTE Energy Company	PPL Corporation
American Electric Power Co., Inc.	~~PG&E Corporation~~
~~CenterPoint Energy, Inc.~~	~~Pinnacle West Capital Corporation~~
~~CMS Energy Corp.~~	~~PPL Corporation~~	Edison International
~~Consolidated Edison, Inc.~~	Public Service Enterprise Group, Inc.
~~Dominion Energy, Inc.~~	~~SCANA (2018)~~
~~DTE~~CenterPoint Energy, ~~Company~~Inc.		Entergy Corporation	Sempra Energy
~~Edison International~~CMS Energy Corp.		FirstEnergy Corp.	WEC Energy Group, Inc.
~~Entergy Corporation~~Consolidated Edison, Inc.		NiSource, Inc.	Xcel Energy Inc.

The Committee ~~reviews the appropriateness of the peer group periodically and~~ adjusts the target percentages of annual and long-term incentives based on the survey data and recommendations from the ~~CEO,~~Chief Executive Officer, after discussion with the compensation consultant, to ensure that they are approximately equal to competitive median levels.

The Committee periodically reviews the general market for supplemental benefits and perquisites using utility and general industry survey data, including data obtained from companies in the peer group.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

Mix of Compensation Elements

~~Mix of Compensation Elements~~

We target the mix of compensation for our Chief Executive Officer and the other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix. The mix is heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward performance-based long-term compensation. Since our most senior positions have the greatest responsibility for implementing our long-term

business plans and strategies, a greater proportion of total compensation is based on performance with a long-term focus.

The Committee determines the compensation for each executive based on the relative authority, duties and responsibilities of the executive. Our Chief Executive ~~Officer's~~Officer’s responsibilities for the strategic direction and daily operations and management of Eversource are greater than the duties and responsibilities of our other

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executives. As a result, our Chief Executive ~~Officer's~~Officer’s compensation is higher than the compensation of our other executives. Assisted by the compensation consultant,

the Committee regularly reviews market compensation data for executive officer positions similar to those held by our executives, including our Chief Executive Officer.

The following table sets forth the contribution to ~~2019~~2021 Total Direct Compensation (TDC) of each element of compensation at target, reflected as a percentage of TDC, for the Named Executive Officers. The percentages shown in this table are at target and therefore do not correspond to the amounts appearing in the Summary Compensation Table.

	Percentage of TDC at Target
					Long-Term Incentive Program
Named Executive Officer (NEO)	Base Salary		Annual Incentive(1)		Performance Shares(1)		RSUs(2)		TDC
Joseph R. Nolan, Jr.		15%		17%		51%		17%		100%
Philip J. Lembo		25%		20%		41%		14%		100%
Werner J. Schweiger		25%		20%		41%		14%		100%
Gregory B. Butler		28%		20%		39%		13%		100%
Christine M. Carmody		28%		20%		39%		13%		100%
James J. Judge		14%		18%		51%		17%		100%
NEO average, excluding CEO and Executive Chairman		26.5%		20%		40%		13.5%		100%

(1)

Percentage of TDC at Target

Long-Term Incentives

Named Executive Officer (NEO)
Base
Salary
Annual
Incentive⁽¹⁾
Performance
Shares⁽¹⁾
RSUs⁽²⁾
TDC

James J. Judge
15 % 17 % 34 % 34 % 100%
Philip J. Lembo
26 % 20 % 27 % 27 % 100%
Werner J. Schweiger
26 % 20 % 27 % 27 % 100%
Leon J. Olivier
26 % 20 % 27 % 27 % 100%
Gregory B. Butler
29 % 19 % 26 % 26 % 100%
NEO average, excluding CEO
27 % 20 % 27 % 27 % 100%

~~(1)~~: The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based. Beginning in 2021, the Compensation Committee determined that the percentage of Performance Shares for Mr. Judge will increase from 34% of TDC to 51%, and from 27% of TDC to 40% for Messrs. Lembo and Schweiger and from 26% of TDC to 39% for Mr. Butler.

(2)

~~(2)~~

Restricted Share Units (RSUs) vest over three years contingent upon continued employment.

[MISSING IMAGE: tm223436d1-bc_tdcceobwlr.jpg]

[MISSING IMAGE: tm223436d1-pc_tdcneosbwlr.jpg]

Changes to 2021 Long-Term Incentive Program

~~Total Direct Compensation - CEO~~		~~Total Direct Compensation - All other NEO's~~

In our engagement sessions with shareholders, we received comments relative to the 50/50 mix of RSUs and Performance Shares in our long-term incentive program. As a result, the Compensation Committee revised the Performance Share Program in response to these

shareholder comments to further align our compensation programs with the Committee’s pay for performance philosophy, such that 75 percent of the 2021 — 2023 Program’s long-term incentive opportunity consists of Performance Shares and 25 percent consists of RSUs.

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~~Table~~Compensation Discussion and Analysis

Results of ~~Contents~~Our 2021 Say-on-Pay Vote

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Results of Our 2019 Say-on-Pay Vote~~

We are requesting that shareholders cast the annual advisory vote on executive compensation (a Say-on-Pay proposal). At the ~~Company's~~Company’s Annual Meeting of Shareholders held on May ~~1, 2019, 88~~5, 2021, 88.3 percent of the votes cast on the Say-on-Pay proposal were voted to approve the ~~2018~~2020 compensation of the Named Executive Officers, as described in our ~~2019~~2021 proxy statement. Say-on-Pay results of the Company, along with utility and

general industry peers, are reviewed by the

Committee annually to help assess whether our shareholders continue to deem our ~~executives'~~executives’ compensation to be appropriate. The Committee has and will continue to consider the outcome of the ~~Company's~~Company’s Say-on-Pay votes when making future compensation decisions for the Named Executive Officers. Please see Item 2 in this proxy statement.

~~Elements of 2019 Compensation~~

Elements of 2021 Compensation

Base Salary

Base salary is designed to attract and retain key executives by providing an element of total compensation at levels competitive with those of other executives employed by companies of similar size and complexity in the utility and general industries. In establishing base salary, the Compensation Committee relies on compensation data obtained from independent third-party surveys of companies and from an industry peer group to ensure that the compensation opportunities we offer are capable of attracting and retaining executives with the experience and talent required to achieve our strategic objectives. Adjustments to base salaries are generally made on an annual basis except in instances of promotions.

When setting or adjusting base salaries, the Committee considers annual executive performance appraisals; market pay movement across industries (determined through market analysis); targeted market pay positioning for each executive; individual experience; strategic importance of a position; recommendations of the Chief Executive Officer; and internal pay equity.

Incentive Compensation

Annual incentive and long-term incentive compensation are provided under the ~~Company's~~Company’s Incentive ~~Plan.~~Plan, which was approved by shareholders in 2018. The annual incentive program provides cash compensation intended to reward performance under our annual operating plan. The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executives with those of our shareholders, and retain the executives during the term of grants. The annual and long-term programs are designed to strike a balance between the ~~Company's~~Company’s short- and long-term objectives so that the programs work in tandem.

In addition to the specific performance goals, the Committee assesses other factors, as well as the ~~executives'~~executives’ roles and individual performance, and then makes annual incentive program awards at the levels and amounts disclosed in this proxy statement.

~~Risk Analysis of Executive Compensation Program~~

Risk Analysis of Executive Compensation Program

The overall compensation program includes a mix of compensation elements ranging from a fixed base salary that is not at risk to annual and long-term incentive compensation programs intended to motivate executives and other eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk. The fundamental objective of the compensation program is to foster the continued growth and success of our business. The design and implementation of the overall compensation program ~~provides~~provide the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on the Company and our shareholders.

The Compensation Committee assesses the risks associated with the executive compensation program on an ongoing basis by reviewing the various elements of incentive compensation. The annual incentive program is designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of the ~~Company's~~Company’s annual business plan. Similarly, the long-term incentive program is designed to ensure that the performance metrics are properly weighted and supportive of the ~~Company's~~Company’s strategy. The Committee reviewed the overall compensation program in the context of risks identified in the annual operating plan. The annual and long-term incentive programs were designed to include

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mechanisms to mitigate risk. These mechanisms include realistic goal

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setting and discretion with respect to actual payments, in addition to:

•

A mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizon;

•

A variety of performance metrics, including financial, operational, customer service, ESG, diversity, safety and ~~safety~~strategic goals and ~~other strategic~~ initiatives for annual performance awards to avoid excessive focus on a single measure of performance;

•

Metrics in the ~~Company's~~Company’s long-term incentive compensation program that use earnings per share growth and relative total shareholder return, which are both robust measures of shareholder value and which reduce the risk that employees might be encouraged to

pursue other objectives that increase risk or reduce financial performance;

•

The provisions of our annual and long-term incentive programs, which cap awards at 200 percent of target;

•

Our expansive clawback provisions on incentive compensation, including clawback for material violations of our Code of Business Conduct; and

•

Stock ownership requirements for all executives, including our NEOs, and prohibitions on hedging, pledging and other derivative transactions related to our shares.

Based on these factors, the Compensation Committee and the Board of Trustees believe the overall compensation program risks are mitigated to reduce overall compensation risk.

~~2019 Annual Incentive Program Assessment~~

2021 Annual Incentive Program Assessment

In early February ~~2019,~~of 2021, the Committee established the terms of the ~~2019~~2021 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 6570 percent to ~~120~~125 percent of base salary.

At the February ~~2019~~2021 meeting, the Committee determined that for ~~2019~~2021 it would continue to base 70 percent of the annual incentive performance goals on the ~~Company's~~Company’s overall financial performance and 30 percent of the annual performance goals on the ~~Company's~~Company’s overall operational performance. The Committee also determined the specific goals that would be used to assess performance, with potential ratings on each goal ranging from 0zero percent to 200 percent of target. The Committee assigned weightings to each of ~~these specific~~the goals. For the financial component, the following goals were used: earnings per share, weighted

at 60 percent, ~~dividend growth, weighted at 10 percent, and~~ advancement of strategic growth initiatives and regulatory outcomes, weighted at 30 percent, and dividend growth, weighted at 10 percent. For the operational

component, the Committee used the following goals: ~~combined service reliability and restoration goals, weighted at 50 percent, and~~ combined safety ratings, gas service response, diversity promotions and hires of leadership employee positions, ~~goals,~~ and sustainability, ~~and~~ customer and clean energy initiatives, weighted at 50 percent, service reliability weighted at 25 percent, and restoration of outages duration, weighted at 25 percent.

In establishing the individual annual performance goals, the Committee sets stretch goals for both the Financial and Operational components. Many of the goals ~~many of which do not represent~~use performance ranges, as opposed to threshold or target ~~award goals,~~ranges, whereby the lower end of the performance range does not represent average or less compared to industry peers or other similar performance benchmarks, but ~~require superior~~requires performance that exceeds industry standards, peer performance and other benchmarks in order to be ~~met. As a result, achieving~~met, while achievement at the higher end of the range represents superior performance. Achieving performance of these stretch goals within the particular range will therefore justify an assessment beyond ~~the target amount that is set for computing results.~~

target.

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2021 Performance Goals

~~Financial (70%)~~		~~Operational (30%)~~

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At the December ~~2019~~2021 meeting of the Committee, management provided an initial review of the ~~Company's 2019~~Company’s 2021 performance, followed in February ~~2020~~2022 by a full assessment of the performance goals, the additional accomplishments noted below under the caption ~~"Additional Factors"~~“Additional Factors” and the overall performance of the Company and the executives. In addition to these meetings, the Committee and the Board were provided updates during ~~2019~~2021 on corporate performance. At the February ~~5, 2020~~2, 2022 meeting, the Committee determined, based on its assessment of the financial and operational performance goals and the other factors noted above, to set the level of achievement of combined financial and operational performance goals results at ~~188~~160 percent, reflecting the ~~exceptionally~~ strong performance of the Company and the executive ~~team.~~team in executing the Company’s Operating Plan and continuing to adapt quickly to the constantly changing COVID-19 pandemic to keep our customers and employees safe and to maintain effective operations. In arriving at this determination, the Committee determined that the weighted financial performance goals result was ~~185~~116 percent and the weighted operational performance goals result was ~~192~~44 percent. The Chief Executive Officer recommended to the Committee awards for the executives (other than ~~himself)~~himself and the Executive Chairman) based on his assessment of each ~~executive's~~executive’s individual performance towards achievement of the performance goals and the additional accomplishments of the Company, together with each ~~executive's~~executive’s contributions to the overall performance of the Company. The actual awards determined by the Committee were also based on the same criteria.

Financial Performance Goals Assessment

•

FINANCIAL PERFORMANCE: Our non-GAAP earnings per share in ~~2019,~~2021 of $3.86, which excludes the ~~NPT impairment charge,~~

two adjustments to earnings as described in Exhibit A, increased by ~~6.2~~6.0 percent when compared to ~~GAAP~~non-GAAP earnings per share in ~~2018,~~2020, and exceeded the established goal of ~~$3.42.~~$3.85. The Company was able to achieve ~~earnings~~this goal through effective management of the ~~2019 operating plan~~2021 Operating Plan on a ~~day by day~~day-by-day basis, including execution of our $3.5 billion utility capital plan, and by overcoming several challenges to plan achievement, including higher than plan O&M expenses caused primarily by the significant number and severity of storm ~~restoration expenses~~events, higher employee-related costs, and the ~~impact~~financial and operational impacts of the ~~dilution~~COVID-19 pandemic. Please see Exhibit A, which provides detailed information of ~~a very successful equity issuance.~~

~~The Committee discussed at length~~GAAP and non-GAAP financial information and the Committee’s determination with respect to the earnings per share goal, and to what extent the NPT impairment charge, which reduced GAAP earnings by $0.64 per share, should affect the earnings goal assessment. This discussion included consideration of the nature, timing, cause, mitigation and overall effect of the impairment charge on the Company's 2019 financial performance.goal. The Committee determined the earnings per share goal to have attained a ~~180~~160 percent performance result.

•

DIVIDEND GROWTH: We increased our dividend to ~~$2.14~~$2.41 per share, a ~~5.9~~6.2 percent increase from the prior

year, significantly above the utility ~~industry's~~industry’s median dividend growth of ~~5.1 percent.~~4.7 percent for the EEI Utility Index. The Committee determined this goal to have attained a ~~170~~160 percent performance result.

[MISSING IMAGE: tm223436d1-bc_dividendbwlr.jpg]

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•

•

STRATEGIC ~~GROWTH INITIATIVES:~~INITIATIVES AND REGULATORY OUTCOMES: We received the approval of a comprehensive storm settlement agreement with PURA that provided for the resolution of several pending regulatory and legal proceedings and are ahead of plan on the integration of the assets acquired from Columbia Gas Company of Massachusetts. We advanced ~~our strategic growth initiatives in 2019. We expanded our offshore wind partnership with Ørsted,~~ the ~~global leader~~progress of ~~offshore wind development, through~~Massachusetts Grid Modernization and accelerated the recovery of 2020 investments for NSTAR Gas Company. In addition, we received approval to defer $15.6 million of additional storm related costs and successfully negotiated and completed the acquisition of ~~the Northeast U.S. assets of Deepwater Wind. Our partnership with Ørsted successfully bid into the~~NESC, a New York clean energy request for proposal and was awarded a contract for 880 megawatts of offshore wind power with the Sunrise Wind project, and we advanced the New London State Pier agreement to support offshore wind construction. The 1,714 megawatts that the partnership has under contract makes the Eversource/Ørsted partnership the largest developer of offshore wind in North America. We accelerated the original five-year electric vehicle charging program in Massachusetts to three years, and the program met its 2019 targets, and we commenced the construction process on two energy storage projects in Massachusetts. These projects are expected to substantially improve system reliability with innovative clean energy solutions. We also achieved very constructive regulatory outcomes at the state and federal levels.England water delivery company. The Committee determined this goal to have attained a ~~200~~180 percent performance result.

Operational Performance Goals Assessment

•

RELIABILITY PERFORMANCE: ~~The Company's total electric system reliability performance significantly exceeded that of its peers and was the Company's best performance ever. Average~~Electric System Reliability, measured by months between interruptions, ~~equaled 21.6 months, significantly exceeding the performance zone established by the Committee. Our results are in the~~was top decile ofin our industry ~~peers. The Committee~~

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~~determined this goal to have attained a 200 percent performance result.~~

~~Reliability Performance~~
~~Months Between Interruptions~~

•: ~~RESTORATION PERFORMANCE:~~ ~~System~~in 2021; customer power interruptions were on average restoration duration time equaled 59.2 minutes, also significantly exceeding the performance zone established by the Committee and also reflecting our best year ever and top decile performance in the industry.19.2 months apart. The Committee determined this goal to have attained a ~~200~~165 percent performance result.

•

~~Restoration Performance~~
~~Average Time of Restoration - In Minutes~~

•: ~~SAFETY:~~RESTORATION PERFORMANCE: ~~We achieved~~The average system outage duration was 69.8 minutes, which was in the ~~safety performance goal~~top quartile of ~~between 0.5 and 0.9 DART per 100 employees; DART equaled 0.7 in 2019, within~~ the ~~goal's established performance zone and better than our peers.~~utility industry for the fastest restoration time. The Committee determined this goal to have attained a ~~150~~160 percent performance result.

•

SAFETY:~~Safety~~
Our safety performance was 0.9, measured by days away, restricted or transferred (DART) per 100 workers, which continued to outperform the industry in 2021. In addition to our safety performance as measured by DART, the policies and procedures we established at the onset of the pandemic were and continue to be a significant and successful part of our overall safety performance. The strong partnerships that have been developed between Company management and the leadership of our unions have been of great assistance in both helping our employees stay safe throughout the pandemic and in advancing our business initiatives, allowing for continuing overall strong Company performance. Eversource employees had less than 1 percent of COVID occupational contact cases in 2021. The Committee determined this goal to have attained a 90 percent performance result.

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•

•

GAS EMERGENCY RESPONSE: On-time response to gas customer emergency calls was ~~99.7~~98.0 percent, which ~~exceeded~~continued to outperform the ~~goal's upper range performance zone of 99.2 percent to 99.6 percent. The Committee determined this goal to have attained a 200 percent performance result.~~

~~Gas Emergency Response~~

•: ~~DIVERSITY:~~ ~~In 2019, 41 percent of new hires and promotions into leadership roles were women or people of color, exceeding the goal of 40 percent.~~industry. The Committee determined this goal to have attained a 175 percent performance result.

•

DIVERSITY: We continued to support many programs and agencies that address racial and ethnic disparities in our customers’ communities and beyond. We also remain committed to developing a workforce that fully reflects the diversity of the people and communities we serve. Our hiring and talent practices emphasize diversity, equity, and inclusion and we encourage employees to embrace different people, perspectives, and experiences in our workplace and within our communities — regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, disability, marital status, sexual orientation, active military or veteran status. We sustained our successful drive to increase workforce diversity and build a diverse talent pipeline; in 2021, 57 percent of our external hires were women or people of color and 41.2 percent of external hires and internal promotions into leadership roles were women or people of color, slightly below the stretch goal of 45 percent. The Committee determined this goal to have attained a 90 percent performance result.

•

SUSTAINABILITY: ~~The Company established a new goal~~Our strong environmental, social and governance performance once again received widespread recognition in ~~2019,~~2021, which ~~was~~demonstrates our deep commitment to ~~be in~~corporate social responsibility, as evidenced by the 75^th ~~percentile~~high ratings we receive from leading sustainability rating firms. In 2021, we were ranked at the top of a peer group of comparably sized U.S. utilities whose ESG performance is assessed by ~~the~~ two leading sustainability rating firms. ~~Eversource's average score ranked~~We outperformed our goal to be in the ~~top decile~~85th percentile compared to our peers with a combined end of-year ranking of 97 percent. We continue to engage with operational and business partners to advance our sustainability strategy and drive performance that addresses the ~~peer group.~~evolving expectations of

our shareholders, customers, employees, regulators and the communities we serve.

We took steps to mitigate climate change impacts through leading clean energy initiatives and an industry leading emissions target to achieve carbon neutrality in our Company operations by 2030. In 2021, we made progress toward this goal by engaging employees cross-functionally through dedicated committees focused on addressing emission reduction plans across all key emission sources, engaging internal and external stakeholders and making preparations to offset the emissions that cannot be avoided. We have reduced our carbon footprint by 17 percent since 2018 by executing our carbon reduction initiatives associated with fleet, electric line losses, SF6 gas used in electric switchgears, energy efficiency and leak prone gas pipe replacements. Looking beyond our own operational GHG emissions, we also worked with customers to reduce their impacts on the climate through solutions such as energy efficiency programs, enabling renewable energy interconnection, and advancing electric vehicle infrastructure and energy storage capabilities. The Committee determined this goal to have attained a 200 percent performance result.

•

~~CUSTOMER:~~ELECTRIC STORM RESTORATION: ~~The Company continued its programs~~We implemented a municipal information portal and storm restoration dashboards, developed an internal information desk to ~~transform~~provide real time, accurate and consistent information to municipal leaders and customers, enhanced the ~~Eversource customer experience, launching~~staffing plan for all emergency response plan levels, including a new ~~mobile app, improving~~public safety process and organization, and launched an enhanced crew tracking and oversight process. In addition, we stress tested our critical IT systems to ensure reliability during large scale events and developed strategic partnerships with regulators, legislators, first responders, media and meteorologists to better align and help reinforce our storm coordination. We completed updated documentation, filed the ~~accuracy~~Company’s enhanced emergency response plan with PURA, and completed plan roll out across all three states that we serve. These enhancements were on display during Tropical Storm Elsa and the October 2021 Nor’easter and were well received by our customers, communities and other key stakeholders. While the Committee found the Company to have substantially achieved its storm response goal, it felt that due to the importance of ~~estimated time~~this goal to ensuring outstanding performance for our customers, the 2021 target achievement standard for this goal category should be increased. The Committee determined this goal to have attained an 80 percent performance result.

•

CLEAN ENERGY EXECUTION: We successfully executed a 10-year agreement with the City of ~~service restoration during outages~~New London, Connecticut and continue to ~~92 percent,~~progress the New London State Pier redevelopment project, which provides

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our partnership access to ~~85.4 percent,~~the leading offshore wind port in the Northeast, and made significant progress to advance siting and permitting of all three of ~~which had a positive impact on customer satisfaction.~~our offshore wind projects at the federal and state levels. We advanced the development of our electric vehicle infrastructure in Massachusetts and Connecticut, successfully executed our first Massachusetts Grid Modernization plan, submitted our next round of investments for approval,

including Advanced Metering Infrastructure, and successfully executed our $500 million Energy Efficiency Plan. In addition, we filed and received Massachusetts Department of Public Utilities approval for our new $1 billion Massachusetts three-year energy efficiency program. The Committee determined this goal to have attained a ~~175~~125 percent performance result.

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•: ~~CLEAN ENERGY:~~ In addition to the significant progress in offshore wind, the Company's electric vehicle charging program met its 2019 goal, condensing its five-year implementation to three years and advancing two energy storage projects. Eversource also

maintained its energy efficiency status as the leading energy efficiency provider in the nation per the American Council for Energy Efficient Economy. The Committee determined this goal to have attained a 200 percent performance result.

2021 Annual Incentive Program Performance Assessment

~~2019 Annual Incentive Program Performance Assessments~~

Financial Performance Goals

	~~Company Performance~~	~~Assessment~~

		2021 Goal			Company Performance			Assessment
Earnings Per Share	$~~3.42~~3.85 earnings per share	~~Exceeded: GAAP earnings per share for 2019 equaled $2.81 per share.~~	Achieved: Non-GAAP earnings per share, excluding ~~NPT impairment charge, increased by 6.2%~~the PURA approved comprehensive settlement agreement and Columbia Gas integration costs, equaled $3.86 per share, an increase of 6.0% over ~~2018 to $3.45~~	2020 non-GAAP earnings per share and exceeding our peers’ average growth rate		~~180%~~	160%
Dividend Growth	Increase dividend beyond industry average	~~Exceeded:~~	Achieved: Increased dividend to ~~$2.14~~$2.41 per share, a ~~$0.12~~$0.14 increase and ~~5.9%~~6.2% growth over 2020, exceeding the industry median of ~~5.1%~~4.7%			~~170%~~160%
Strategic Growth Initiatives	Advancement of Key Strategic Projects and Regulatory Outcomes	~~Exceeded: Significantly~~	Achieved: Received approval of a comprehensive PURA approved settlement agreement and the integration of the Columbia Gas acquisition advanced ~~the Company's financial strategy~~ahead of plan and ~~status as a clean energy leader through the major expansion~~below budget. Made progress to advance MA Grid Mod, accelerated recovery of ~~our offshore wind partnership with Ørsted. Temporary rates have been successfully negotiated in New Hampshire. Major~~2020 capital investments for NSTAR Gas Company, received Massachusetts Department of Public Utilities Order allowing deferment of additional storm costs ~~recovered in all three states~~			~~200%~~
		and completed the acquisition by our Aquarion Company of NESC			180%
Weightings = Earnings Per Share – 60%; Dividend Growth – 10%; Strategic Growth Initiatives – 30%

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Operational Performance Goals

Category

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~~Operational Performance Goals~~

		~~Company Performance~~		~~Assessment~~

				Company Performance			Assessment
Reliability –— Average Months Between Interruptions (MBI)		Achieve MBI of within ~~15.5~~17.2 to ~~18.5~~19.2 months		~~Exceeded:~~	Achieved: MBI = ~~21.6~~19.2 months. ~~Best~~At the top level of the performance ~~ever,~~goal’s range and in the top decile of the industry peer group			~~200%~~165%
Average Restoration Duration (SAIDI)		Achieve SAIDI of 64 to 77 minutes		~~Exceeded:~~	Achieved: SAIDI = ~~59.2~~69.8 minutes. ~~Best~~At the middle of the performance ~~ever, and in the~~range; top ~~decile~~quartile of the industry group as measured by recognized industry standards			~~200%~~160%
Safety Rate (Days Away Restricted Time (DART))	~~0.5 -~~	0.6 – 0.8 DART			Not Achieved: 0.9 DART		~~Achieved: 0.7 DART – Within~~ — Just outside of performance range ~~of the goal~~ and exceeding industry peers,	with strong performance in responding to the pandemic		~~150%~~	90%
Gas Service Response	~~99.2% - 99.6%~~	95% – 97% on time			Exceeded: ~~99.7%~~98.0%; ~~Exceeded performance range and ahead of~~Performance above industry average, meeting or exceeding regulatory requirements and above the top level of the performance goal range			~~200%~~175%
Diverse Leadership	~~40%~~	45% diverse hires or promotions of leadership level		~~Exceeded: 41% – Performed above~~	Not Achieved: 41.2% — While under the aggressive goal of 45%, which was ~~set 3% higher~~significantly increased in 2021 from ~~2018~~	40% to 45%		~~175%~~	90%
Sustainability Ranking		75⁸⁵th percentile vsvs. US peer companies			Exceeded: At ~~an average 94%~~97th percentile, Eversource outperformed the peer group and is well into the first ~~quartile.~~quartile, receiving numerous awards acknowledging the Company’s 2021 sustainability excellence			200%
Transform the Storm Emergency Response Plan to Enhance the Customer Experience	~~Launch new mobile app; increase accuracy of restoral time and customer digital engagement~~		Exceeded: Launched mobile app with strong results, estimated times for restoration given to customers were well managed 92% of the time, and customer digital engagement finished above the goal at 85.4%			~~175%~~Improved storm restoration customer communications, upgraded outage management, customer and IT technology			Achieved: Successfully transformed the storm emergency response plan in several key areas including public safety, municipal communications, technology and strategic partnerships. Enhancements were successfully tested during 2021 storm events			80%
Clean Energy Execution		Successfully advance and execute clean energy initiatives		~~Exceeded: Significant progress with~~	Achieved: Successfully advanced several clean energy ~~storage and~~initiatives, including the carbon neutral initiative, offshore wind ventures, electric vehicle ~~projects.~~infrastructure development, grid modernization and positioning gas for a clean energy future. Successfully executed our annual $500 million Energy Efficiency plan and received approval of the Company’s new $1 billion 3-year (2022-2024) Massachusetts energy efficiency ~~programs continue to be recognized nationally for excellence~~			~~200%~~
				program			125%
Weightings = Reliability ~~and~~– 25% Restoration – ~~50%~~25%; Safety, Gas Response, Diversity, Sustainability and Key Initiatives – 50%

Performance Goals Assessment

	Financial Performance at 166% (weighted 70%)		116%
Operational Performance at 145% (weighted 30%)		44%
Overall Performance		160%

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~~Performance Goals Assessment~~ Additional Factors


~~Financial Performance at 185% (weighted 70%)~~			~~130%~~
~~Operational Performance at 192% (weighted 30%)~~			~~58%~~
~~Overall Performance~~			~~188%~~

~~Additional Factors~~

2019 was a year when the Company achieved its long-term vision to be broadly recognized as the best energy company in the nation by the year 2020. The Company is now strategically well positioned as a leading catalyst for clean energy in the country. The following important financial, strategic, ~~operational,~~

environmental and customer-focused results were also considered by the Committee in assessing overall financial and operational performance, but were not given specific weightings or assigned a specific performance assessment score:

•

We ~~advanced Diversity & Inclusion~~were again ranked in the ~~Company through continued leadership commitment,~~top 100 of America’s Most Just companies for 2021 by Forbes/JUST Capital. The listing recognizes corporate social responsibility and ~~Active Councils and Business Resource Groups. Eversource~~

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~~was recognized for its~~ commitment to ~~advancing women in~~ the ~~workplace, earning a spot~~local communities and celebrates public companies for their positive impact and leadership on ~~the 2019 Bloomberg Gender-Equality Index.~~

•: ~~We were named the #1 utility company by Forbes/JUST Capital for our commitment to~~priorities such as ethical leadership, ~~positive~~environmental impact, ~~on the environment,~~customer treatment, ~~of customers,~~shareholder return, fair pay and benefits, ~~for our employees,~~and equal ~~opportunity, and shareholder return.~~opportunity.

•

Again this year,

Newsweek

•

~~We were named~~ magazine ranked Eversource as the #1 energy ~~and utilities~~ company ~~on Newsweek's~~in their 2021 list of the Most Responsible ~~Companies list; this award~~Companies. This listing is based ~~upon an analysis of companies' corporate social responsibility~~on ESG performance, as well as a public survey.

•

We ~~continued our ranking as~~were again selected to be included in the ~~national leader~~Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women’s equality in ~~energy efficiency as measured~~the workplace and transparency in gender reporting.

•

Eversource was again recognized by the ~~American Council for an Energy Efficient Economy.~~

•

~~We received an EEI Emergency Recovery~~U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our ~~restoration work following the damage caused by two tornadoes that struck Cape Cod in July 2019.~~commitment to recruiting, employing, and retaining veterans.

•

We were ~~designated~~recognized as one of America’s “best employers for diversity” by Forbes magazine, which surveyed over 50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA, and diversity in their current workplace.

•

We were recognized as a ~~"most honored"~~finalist by the Healthiest Employer Program for our commitment to workplace wellness and exceptional health benefits.

•

We were on Barron’s 2021 Most Sustainable Companies list. Barron’s bases this list on 230 performance indicators that address environmental, social and governance matters.

•

We were again selected as a “most honored” company in by Institutional Investor ~~magazine's~~ magazine in its survey of some 1,500 portfolio managers and investment analysts. ~~10 percent of companies included in the survey earned such a designation.~~ We ~~placed either first or second in five~~were designated as being one of the ~~seven utility company categories.~~top three utilities in each of the eight survey categories, including the No. 1 ranking for our Investor Relations officer.

•

Our 2019 Employee Pulse Survey reported significantly higher engagement by our employees. Our survey scores continue to improve, increasing by 11 percent over the 2018 survey and 22 percent over the 2016 survey.

•

~~We achieved two mutually beneficial collective bargaining outcomes ahead of contract expiration dates.~~

•

~~Our 2019~~2021 charitable giving totaled ~~$18.3~~$26.8 million, including major event lead sponsorships for the Eversource Walk for ~~Children's~~Children’s Hospital of Boston, Eversource Walk and 5K Run for Easterseals New Hampshire, Mass General Cancer Center/Eversource Every Day Amazing Race, Eversource Hartford

Marathon, Travelers Championship, and ~~the~~ Special Olympics in Connecticut and New Hampshire.

Many of these events were held “virtually,” and Eversource employees again assisted in carrying out of these events to help ensure their success.

~~Individual Executives'~~Individual Executives’ Performance Factors Considered by the Committee

It is the ~~Committee's~~Committee’s philosophy to provide incentives for Company executives to work together as a highly effective, integrated team to achieve or exceed the

financial, operational, safety, customer, sustainability, strategic and diversity goals and objectives. The Committee also reviews and assesses individual executive performance. The Committee based the annual incentive payments on team performance and the ~~Committee's~~Committee’s assessment of each ~~executive's~~executive’s individual performance in supporting the performance goals, additional achievements, and overall Company ~~performance.~~results. With respect to the Chief Executive Officer and the Executive Chairman, the Committee and ~~all other~~the independent Trustees assessed ~~the performance of our Chief Executive Officer.~~performance. Based on the recommendations of the Chief Executive Officer as to executives other than himself and the Executive Chairman, the Committee assessed the performance of the Named Executive Officers to determine the individual incentive payments as disclosed in the Summary Compensation Table. Based on the Committee's review, which included its assessment of the performance goals, the significant other accomplishments ofand the Company ~~and the overall performance of the Company and each of the Named Executive Officers, considered~~to be excellent in ~~its~~ totality ~~by the Committee to have been superior, the Committee~~and approved annual incentive program payments for the Named Executive Officers at levels that ranged from ~~175~~149 percent to ~~200~~182 percent of target. These payments reflected the individual and team contributions of the Named Executive Officers in achieving the goals and the additional accomplishments and the overall performance of the Company.

In determining Mr. ~~Judge's~~Nolan’s and Mr. Judge’s annual incentive ~~payment~~payments of ~~$3,000,000,~~$2,250,000 and $2,246,000, respectively, which ~~was 188~~were 170 percent and 160 percent of target, respectively, and which ~~reflects his~~reflect their and the ~~Company's transformational 2019~~Company’s excellent 2021 performance, the Committee and the Board considered the totality of the ~~Company's~~Company’s success in accomplishing the goals set by the Committee ~~the additional accomplishments of~~and Mr. Nolan’s and Mr. Judge’s performance in leading the Company towards another very successful year financially, operationally and ~~the superior leadership of Mr. Judge in continuing to both challenge the Eversource workforce to be broadly recognized as the best energy company~~ in the ~~nation by 2020 and leading the company~~Company’s continuing successful efforts in ~~meeting that challenge.~~

~~2019 Annual Incentive Program Awards~~

Named Executive Officer
Award

James J. Judge
$ 3,000,000
Philip J. Lembo
1,000,000
Werner J. Schweiger
1,050,000
Leon J. Olivier
950,000
Gregory B. Butler
740,000
all areas of ESG.

~~2020~~2022 Proxy Statement 45

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

2021 & 2020 Annual Incentive Program Awards

Named Executive Officer	2021 Award			2020 Award
Joseph R. Nolan, Jr.		$	2,250,000		$	850,000
Philip J. Lembo			1,050,000			950,000
Werner J. Schweiger			1,000,000			950,000
Gregory B. Butler			700,000			700,000
Christine M. Carmody(1)			650,000			—
James J. Judge			2,246,000			2,750,000

(1)

Ms. Carmody was not a Named Executive Officer in 2020.

Long-Term Incentive Program

~~Long-Term Incentive Program~~

~~General~~

Our long-term incentive program is intended primarily to focus on the ~~Company's~~Company’s longer-term strategic goals and to also help retain our executives. A new three-year program commences every year. For ~~the three programs described below, each executive's target~~2021, executives’ long-term incentive opportunity consisted ~~of 50 percent Performance Shares and 50 percent RSUs. For the 2021 - 2023 Program and as set forth below, the target opportunity will consist~~ of 75 percent Performance Shares and 25 percent RSUs. 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 ~~Company~~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.

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 ~~management~~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 ~~will be~~are deemed to be invested in additional Performance Shares, which remain at risk and doare not ~~vest~~distributed until actual performance for the period is ~~determined.~~

determined and vesting takes place.

~~Performance Shares under the 2018 – 2020 and 2019 – 2021 Program~~

Performance Shares under the 2021 – 2023, 2020 – 2022 and 2019 – 2021 Programs

For the ~~2019 -~~ 2021 –��2023 Program, the Committee determined it would continue to measure performance using: (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 ~~2017 and 2018,~~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. ~~Further, the~~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.

For the 2021 – 2023 Program, we also increased the percentage of total long term incentive opportunity that is provided in performance shares to a mix of 75 percent Performance Shares and decreased the percentage of total long term incentive opportunity that is provided in RSUs to 25 percent in response to shareholder comments that we received at shareholder engagement sessions which suggested that the percentage of performance shares should be increased, and to further align our compensation programs with the Committee’s pay for performance philosophy.

The number of Performance Shares awarded at the end of the three-year period ranges from 0zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance ~~matrix~~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 ~~2019 - 2021~~2021-2023 Program for our Named Executive Officers ranged from 35135 percent to ~~233~~360 percent of base salary. ESPG ranges from 0 percent to 9 percent, while TSR ranges from below the 10th percentile to above the 90th percentile. The target award is 100 percent, which the Committee determined is challenging but achievable. As a result, vestingVesting at 100 percent of target occurs at various combinations of EPSG and TSR ~~performance.~~performance as set forth in the charts that follow. In addition, the value of any performance shares that actually vest may increase or

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decrease over the vesting period based on the ~~Company's~~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.~~Officer and the Executive Chairman. 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 ~~the 2018 - 2020 Program,~~all three programs, the Committee used the same performance measures of EPSG and ~~TSR and the same criteria used in the 2019 - 2021 Program described above.~~

TSR.

The performance ~~matrix~~matrices set forth below ~~describes~~describe how the Performance Share payout was determined under the 2019 – 2021 Program and how the Performance Share payout will be determined under the ~~2018 -~~ 2020 ~~and 2019 - 2021 Long-Term Incentive~~– 2022 Program and ~~how~~ the ~~Performance Share payout was determined under the 2017 - 2019~~2021 – 2023 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.

46 ~~2020 Proxy Statement~~

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~~2017 – 2019, 2018 – 2020 and~~ 2019 – 2021 Long-Term Incentive Programs Performance Share
Potential Payout

		Three-Year Average EPS Growth
		9%
		8%
		7%
		6%
		5%
		4%
		3%
		2%
		1%
		0%
		Below 0%

Three-Year Relative Total Shareholder Return Percentiles
Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
100%	110%	120%	130%	140%	150%	160%	170%	180%	190%
90%	100%	110%	120%	130%	140%	150%	160%	170%	180%
80%	90%	100%	110%	120%	130%	140%	150%	160%	170%
70%	80%	90%	100%	110%	120%	130%	140%	150%	160%
60%	70%	80%	90%	100%	110%	120%	130%	140%	150%
40%	50%	70%	80%	90%	100%	110%	120%	130%	140%
20%	40%	60%	70%	80%	90%	100%	110%	120%	130%
—	10%	40%	60%	70%	80%	90%	100%	110%	120%
—	—	20%	30%	50%	70%	80%	90%	100%	110%
—	—	—	—	10%	20%	30%	40%	50%	60%

Three-Year Three-Year Relative Total Shareholder Return Percentiles

Average
EPS Growth Below
10th 20th 30th 40th 50th 60th 70th 80th 90th Above
90th

9% 110% 120% 130% 140% 150% 160% 170% 180% 190% 200%

8% 100% 110% 120% 130% 140% 150% 160% 170% 180% 190%

7% 90% 100% 110% 120% 130% 140% 150% 160% 170% 180%

6% 80% 90% 100% 110% 120% 130% 140% 150% 160% 170%

5% 70% 80% 90% 100% 110% 120% 130% 140% 150% 160%

4% 60% 70% 80% 90% 100% 110% 120% 130% 140% 150%

3% 40% 50% 70% 80% 90% 100% 110% 120% 130% 140%

2% 20% 40% 60% 70% 80% 90% 100% 110% 120% 130%

1% — 10% 40% 60% 70% 80% 90% 100% 110% 120%

0% — — 20% 30% 50% 70% 80% 90% 100% 110%

Below 0% — — — — 10% 20% 30% 40% 50% 60%

2020 – 2022 Long-Term Incentive Program Performance Share Potential Payout

		Three-Year Average EPS Growth
		9.5%
		8.5%
		7.5%
		6.5%
		5.5%
		4.5%
		3.5%
		2.5%
		1.5%
		0.5%
		0.0%
		Below 0%

Three-Year Relative Total Shareholder Return Percentiles

Below
10th
20th 30th 40th 50th 60th 70th 80th 90th
Above
90th

110% 120% 130% 140% 150% 160% 170% 180% 190% 200%
100% 110% 120% 130% 140% 150% 160% 170% 180% 190%
90% 100% 110% 120% 130% 140% 150% 160% 170% 180%
80% 90% 100% 110% 120% 130% 140% 150% 160% 170%
70% 80% 90% 100% 110% 120% 130% 140% 150% 160%
60% 70% 80% 90% 100% 110% 120% 130% 140% 150%
40% 50% 70% 80% 90% 100% 110% 120% 130% 140%
20% 40% 60% 70% 80% 90% 100% 110% 120% 130%
— 10% 40% 60% 70% 80% 90% 100% 110% 120%
— — 20% 30% 50% 70% 80% 90% 100% 110%
— — — 10% 20% 30% 40% 50% 70% 70%
— — — — 10% 20% 30% 40% 50% 60%

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2021 – 2023 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

110% 120% 130% 140% 150% 160% 170% 180% 190% 200%
100% 110% 120% 130% 140% 150% 160% 170% 180% 190%
90% 100% 110% 120% 130% 140% 150% 160% 170% 180%
80% 90% 100% 110% 120% 130% 140% 150% 160% 170%
70% 80% 90% 100% 110% 120% 130% 140% 150% 160%
60% 70% 80% 90% 100% 110% 120% 130% 140% 150%
40% 50% 70% 80% 90% 100% 110% 120% 130% 140%
20% 40% 60% 70% 80% 90% 100% 110% 120% 130%
— 10% 40% 60% 70% 80% 90% 100% 110% 120%
— — 20% 30% 50% 60% 80% 80% 100% 110%
— — — 10% 20% 30% 40% 50% 60% 70%
— — — — 10% 20% 30% 40% 50% 60%

Long-Term Incentive Program Performance
Share Grants at Target

Named Executive Officer
2018 – 2020
Performance
Share Grant
2019 – 2021
Performance
Share Grant

James J. Judge
48,912 46,249
Philip J. Lembo
10,682 10,103
Werner J. Schweiger
10,845 10,103
Leon J. Olivier
11,498 10,542
Gregory B. Butler
8,410 8,328

Named Executive Officer	~~Results of the 2017~~2021 – ~~2019~~ 2023 Performance Share ~~Program~~Grant
Joseph R. Nolan, Jr.		11,382
Philip J. Lembo		13,416
Werner J. Schweiger		14,348
Gregory B. Butler		10,215
Christine M. Carmody		8,250
James J. Judge		55,697

Results of the 2019 – 2021 Performance Share Program

The ~~2017 -~~ 2019 – 2021 Program ~~which used the same criteria used in the 2019-2021 Program described above,~~ was completed on December 31, ~~2019.~~2021. The actual performance level achieved under the Program was a three-year average adjusted EPS growth of ~~5.3~~5.9 percent and a three-year total shareholder return at the 87th percentile, which, when interpolated in accordance with the criteria established by the Committee, ~~in 2017~~ resulted in vesting performance share units at ~~150~~156 percent of target. 2019, 2020 and 2021 non-GAAP earnings per share, ~~which exclude the NPT impairment charge,~~as described in Exhibit A, were the basis for performance level ~~assessment.~~assessment determined by the Committee at its February 2020, 2021 and 2022 meetings. At its February ~~5, 2020~~2, 2022 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.


~~2017~~2019 – ~~2019~~2021 Long-Term Incentive Program Performance Share Awards
	Named Executive Officer		Performance Share Award
	Joseph R. Nolan, Jr.			12,918
~~Named Executive Officer~~	Philip J. Lembo	~~Performance Share Award~~
			17,120
	Werner J. Schweiger			17,120
	Gregory B. Butler			14,112
	Christine M. Carmody			11,399
	James J. Judge		~~79,305~~
~~Philip J. Lembo~~		~~18,931~~
~~Werner J. Schweiger~~	��	~~19,232~~
~~Leon J. Olivier~~		~~20,584~~
~~Gregory B. Butler~~	78,372	~~14,875~~

Restricted Share Units (RSUs)

~~Changes to the 2020 – 2022 and 2021 – 2023 Performance Share Programs~~General

As noted in the Shareholder Engagement section of this proxy statement, our discussions with shareholders included comments relative to potential payouts and the mix of RSUs and Performance Shares in our long-term incentive program. As a result, the Compensation Committee determined that for the 2020 - 2022 Program, adjustments to the measurement criteria would be put into place increasing the level of performance required to reach a target (100 percent) grant award and adding additional performance levels for which no award of shares would be made. The Committee also determined that the 2021 - 2023 Performance Share Program will change such that 75 percent of the long-term incentive opportunity will consist of Performance Shares, and 25 percent will consist of RSUs.

~~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

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

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

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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 ~~2019,~~2021, the percentage used for each ~~executive officer~~Named Executive Officer was based on ~~the executive officer's~~their position in the Company and ranged from 4045 percent to ~~238~~120 percent of base salary.

The Committee reserves the right to increase or decrease the RSU grant from target for each executive officer under special circumstances. The

Committee and all other independent members of the Board determined the RSU grants for the Chief Executive ~~Officer.~~Officer and the Executive Chairman. 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.

	RSU Grants
Named Executive Officer	2019		2020		2021(1)
Joseph R. Nolan, Jr.		7,623		7,616		3,944
Philip J. Lembo		10,103		8,635		4,472
Werner J. Schweiger		10,103		9,235		4,782
Gregory B. Butler		8,328		6,575		3,404
Christine M. Carmody(2)		—		—		2,749
James J. Judge		46,249		35,849		18,566

(1)

Reflects change for 2021 to 75 percent Performance Shares/25 percent RSUs.

(2)

Ms. Carmody was not a Named Executive Officer in 2019 and 2020.

Clawbacks

RSU Grants
Named Executive Officer
2017
2018
2019

��
James J. Judge
48,259 48,912 46,249
Philip J. Lembo
11,520 10,682 10,103
Werner J. Schweiger
11,703 10,845 10,103
Leon J. Olivier
12,526 11,498 10,542
Gregory B. Butler
9,052 8,410 8,328

~~Clawbacks~~

If our earnings were to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, or if a plan participant engages in a willful material violation of our Code of Business Conduct or material corporate policy, or the breach of a material

covenant in an employment agreement, as determined by the Board of Trustees, the participant will be required by our 2018 Incentive Plan to reimburse us for incentive compensation awards received by them for that year.

~~No Hedging and No Pledging Policy~~

No Hedging and No Pledging Policy

We have a long-standing policy prohibiting the purchase of any financial instruments or otherwise entering into transactions designed to have the effect of hedging or offsetting any decrease in the value of our common shares or other equity securities of the Company or its subsidiaries by our Trustees and executives, including exchange-traded options to purchase or sell securities of the Company (so-called ~~"puts"~~“puts” and ~~"calls"~~“calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of securities of the

Company

~~Company (including,~~

(including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds). This policy also prohibits short sales, the holding of any Company common shares in a margin account, borrowing shares, selling future securities that establish a position that increases in value as the value of the ~~Company's~~Company’s stock decreases, or pledging the ~~Company's~~Company’s common shares. The policy applies to Trustees and executives but not to non-executives and does not apply to broad-based index funds or similar transactions.

48 ~~2020 Proxy Statement~~

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Share Ownership Guidelines and Retention Requirements

~~Share Ownership Guidelines and Retention Requirements~~

The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by our officers. As indicated in the table below, the

guidelines call for the Chief Executive Officer and the Executive Chairman to own common shares equal to six times base salary, executive vice presidents to own a

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number of common shares equal to three times base salary, senior vice presidents to own common shares equal to two times base salary, and all other officers to own a number of common shares equal to one to one and ~~one half~~one-half times base salary. Officers (and Trustees) may only transact in Eversource Energy common shares during approved trading windows and are subject to continuing compliance with our share ownership guidelines.

Executive Officer

		Base Salary Multiple
	Chief Executive ~~Officer~~ Officer/Executive Chairman		6
	Executive Vice Presidents		3
	Operating Company Presidents/Senior Vice Presidents		2
~~Vice Presidents~~		~~1-1.5~~
	Vice Presidents		1-1.5

We require that our officers attain these ownership levels within five ~~years.~~years after promotion. All of our officers, including the Named Executive Officers, have either satisfied the share ownership guidelines or are expected to satisfy them within the applicable timeframe. Common shares, whether held of record, in street name, or in individual 401(k) accounts, and RSUs satisfy the ~~guideline requirements to hold 100 percent of the net shares.~~ownership requirements. Unvested performance shares do not count toward satisfying the ownership guidelines. In addition to the share ownership guidelines noted above, all officers must hold ~~all~~ the net shares awarded under the ~~Company's~~Company’s incentive compensation plan until the share ownership guidelines have been met.

~~Other Benefits~~

Other Benefits

Retirement Benefits

The Company provides a qualified defined benefit pension program for certain officers, which is a final average pay program subject to tax code limits. Because of such limits, we also maintain a supplemental non-qualified pension program. Benefits are based on base salary and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income. The supplemental program compensates for benefits barred by tax code limits, and generally provides (together with the qualified pension program) benefits equal to approximately 60 percent of pre-retirement compensation (subject to certain reductions) for Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo~~ and ~~Schweiger,~~Ms. Carmody, and approximately 50 percent of such compensation for Mr. Butler. The supplemental program ~~has been~~was discontinued in 2012 for ~~newly-elected~~newly elected officers.

For certain participants, the benefits payable under the Supplemental Non-Qualified Pension Program differ from those described above. Mr. Olivier's employment agreement provides retirement benefits similar to those of a previous employer instead of the supplemental program benefits described above. Under this agreement, he will receive a pension based on a

~~prescribed formula if he meets certain eligibility requirements.~~ The program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous ~~employers'~~employers’ retirement plans.

Also see the narrative accompanying the ~~"Pension Benefits"~~“Pension Benefits” table and accompanying notes for more detail on the above program.

~~Mr. Judge's Pension Benefit~~

As an employee for more than 40 years, Mr. Judge's employee benefits include a pension benefit. Mr. Judge was elected to the position of President and Chief Executive Officer in 2016, such that 2017 was the first year that he served in his new position at the higher CEO compensation level. Since then there have been substantial increases over the past three years in the actuarial, formula-based present values of his pension benefit. These increases are disclosed in the Change in Pension Value and Non-Qualified Deferred Earnings column of the Summary Compensation Table. The methodology that is used to calculate the change in pension value is based upon applicable accounting rules and is influenced up or down by external values, such as assumptions regarding life expectancy and changes in

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the discount rate determined each year. These variables are functions of factors that do not relate to Company and executive performance, are outside the control of the Committee, and may or may not impact the amounts that will actually be paid, as such variables and assumptions may change from time to time. The calculation of Pension Value is very sensitive to interest rate levels. Recent very low interest rates have resulted in a very low discount rate and is a major reason for the large increase in Mr. Judge's Change in Pension Value. The accounting-based increase for Mr. Judge, while representing a substantial portion of his 2017, 2018 and 2019 total compensation disclosed in the SEC Total column of the Summary Compensation Table, resulted in no actual 2017 to 2019 W-2 earnings for him.

401(k) Benefits

The Company offers a qualified 401(k) program for all employees, including executives, subject to tax code limits.

After applying these limits, the program provides a match of 50 percent of the first eight percent of eligible base salary, up to a maximum of ~~$11,200~~$11,600 per year for Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo~~ and ~~Schweiger.~~Ms. Carmody. For ~~Messrs. Olivier and~~Mr. Butler, ~~we provide~~the program provides a match of

100 percent of the first three percent of eligible base salary, up to a maximum of ~~$8,400~~$8,770 per year.

Deferred Compensation

The Company offers a non-qualified deferred compensation program for our executives. In ~~2019,~~2021, the program allowed deferral of up to 100 percent of base salary, annual incentives and long-term incentive awards. The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).

See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.

Perquisites

The Company provides executives with limited financial planning benefits, vehicle leasing and access to tickets to sporting events. The current level of perquisites does not factor into decisions on total compensation.

~~Contractual Agreements~~

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Contractual Agreements

We currently maintain contractual agreements with all of our Named Executive Officers that provide for potential compensation in the event of certain terminations, including termination following a Change in Control. ~~We believe these~~These agreements ~~are necessary~~were made to attract and retain high quality executives and to ensure executive focus on Company business during the period leading up to a potential Change in ~~Control.~~Control, though we have not entered into a Change in Control or employment agreement with any executive since 2010. The agreements are ~~"double-trigger"~~“double-trigger” agreements that provide executives with compensation in the event of a Change in Control followed

by termination of employment due to one or more of the events set forth in the agreements, while still

providing an incentive to remain employed with the Company for the transition period that follows.

Under the agreements, certain compensation is generally payable if, during the applicable change in control period, the executive is involuntarily terminated (other than for cause) or terminates employment for ~~"good~~“good reason."” These agreements are described more fully in the Tables following this CD&A under ~~"Payments~~“Payments Upon Termination.~~" The Company has not entered into a Change in Control agreement with any executive since 2010.~~

”

~~Tax and Accounting Considerations~~

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code precludes a public ~~corporation~~company from taking an income tax deduction in any one year for compensation in excess of $1 million payable to its named executive officers who are employed on the last day of the fiscal year, unless certain specific performance goals are satisfied. Until January 1, 2018, there was an exception to the $1 million limitation for performance-based compensation meeting certain requirements. This exception was repealed, effective for taxable years beginning after December 31,

2017 and the limitation on deductibility generally was expanded to include all Named Executive Officers. As a result, compensation paid to the Named Executive Officers in excess of $1 million per officer will not be deductible unless it qualifies for transition relief applicable to certain

arrangements in place as of and not modified after November 2, 2017.

The Committee believes that the availability of a tax deduction for forms of compensation should be one of many factors taken into consideration of providing

50 ~~2020 Proxy Statement~~

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market-based compensation to attract and retain highly qualified executives. The Committee believes it is in the ~~Company's~~Company’s best interests to retain discretion to make compensation awards, whether or not deductible.

The Company has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting

Standards Codification (ASC) Topic 718,Compensation-Stock Compensation ~~– Stock Compensation~~. In general, the Company and the Committee do not consider accounting considerations in structuring compensation arrangements.

~~Equity Grant Practices~~

Equity Grant Practices

Equity awards noted in the compensation tables are made annually at the February meeting of the Compensation Committee (subject to further approval by all of the independent members of the Board of Trustees of the Chief Executive ~~Officer's award)~~Officer’s and the Executive Chairman’s awards) when the Committee also determines base salary, ~~annual~~

annual incentive opportunities, long-term incentive compensation ~~targets,~~grants, and annual and long-term performance plan awards. The date of this meeting is chosen at least a year in advance, and therefore awards are not coordinated with the release of material non-public information.

~~Compensation Committee Report~~

Compensation Committee Report

The Compensation Committee of the Board of Trustees has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of the SEC’s Regulation S-K with management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in

~~the 2020~~ this proxy statement and our ~~2019~~2021 Annual Report on Form 10-K.

The Compensation Committee

William C. Van Faasen, Chair
~~Sanford Cloud, Jr.~~
James S. DiStasio
Francis A. Doyle
John Y. Kim
David H. Long

February ~~19, 2020~~

14, 2022

~~2020~~2022 Proxy Statement

TABLE OF CONTENTS

Executive 51C

ompensation

SUMMARY COMPENSATION TABLE

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~

~~SUMMARY COMPENSATION TABLE~~

The table below summarizes the total compensation paid or earned by our principal executive officer (Mr. ~~Judge)~~Nolan), our principal financial officer (Mr. Lembo) ~~and~~, the three other most highly compensated executive officers in ~~2019,~~2021, and Mr. Judge, who served as Chief Executive Officer for a portion of 2021, determined in accordance with the applicable SEC disclosure rules (collectively, the Named Executive Officers). As explained in the tables and footnotes below, the amounts reflect the economic benefit to each

Named Executive Officer of the compensation item paid or accrued on their behalf ~~of the Named Executive Officers~~ for the fiscal year ended December 31, ~~2019~~2021 in accordance with such rules. All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to the Company and its subsidiaries, in all capacities.

Name and Principal Position	Year		Salary		Stock Awards(4)		Non-Equity Incentive Plan(5)		Change in Pension Value and Non-Qualified Deferred Earnings(6)		All Other Compensation(7)		SEC Total		Adjusted SEC Total(8)
Joseph R. Nolan, Jr.(1) President and Chief Executive Officer		2021		1,004,424		1,441,650		2,250,000		1,705,782		65,222		6,467,078		$	4,761,296
		2020		630,962		1,419,699		850,000		2,134,658		18,921		5,054,240			2,919,582
		2019		589,616		1,100,380		774,000		3,283,296		20,388		5,767,680			2,484,384
Philip J. Lembo Executive Vice President and Chief Financial Officer		2021		720,001		1,634,650		1,050,000		713,766		20,685		4,139,102			3,425,336
		2020		718,846		1,609,650		950,000		1,248,852		21,985		4,549,333			3,300,481
		2019		680,579		1,458,368		1,000,000		1,318,800		20,390		4,478,137			3,159,337
Werner J. Schweiger Executive Vice President and Chief Operating Officer		2021		770,001		1,748,151		1,000,000		852,718		19,989		4,390,859			3,538,141
		2020		765,885		1,721,496		950,000		2,698,083		20,657		6,156,121			3,458,038
		2019		692,694		1,458,368		1,050,000		2,218,536		21,846		5,441,444			3,222,908
Gregory B. Butler Executive Vice President and General Counsel		2021		670,002		1,244,544		700,000		465,628		11,656		2,860,830			2,626,202
		2020		670,292		1,225,646		700,000		1,637,907		15,839		4,249,684			2,611,777
		2019		643,270		1,202,147		740,000		2,948,208		15,518		5,549,143			2,600,935
Christine M. Carmody(2) Executive Vice President-Human Resources and Info Technology		2021		541,001		1,005,122		650,000		645,323		19,983		2,861,429			2,216,106
		2020		—		—		—		—		—		—			—
		2019		—		—		—		—		—		—			—
James J. Judge(3) Executive Chairman		2021		1,128,078		6,786,337		2,246,000		—		60,526		10,220,941			10,220,941
		2020		1,371,615		6,682,612		2,750,000		3,742,215		28,834		14,575,276			10,833,061
		2019		1,319,232		6,676,043		3,000,000		8,784,256		26,557		19,806,088			11,021,832

(1)

Mr. Nolan was elected President and Chief Executive Officer on April 7, 2021, effective as of the May 5, 2021 Board of Trustees meeting. He previously served as Executive Vice President – Strategy, Customer and Corporate Relations.

Name and Principal Position
Year
Salary⁽²⁾
Stock
Awards⁽³⁾
Non-Equity
Incentive Plan⁽⁴⁾
Change in
Pension Value
and Non-Qualified
Deferred
Earnings⁽⁵⁾
All Other
Compensation⁽⁶⁾
SEC Total
Adjusted
SEC Total⁽⁷⁾

James J. Judge
2019 $ 1,319,232 $ 6,676,043 $ 3,000,000 $ 8,784,256 $ 26,557 $ 19,806,088 $ 11,021,833
Chairman, President and
2018 1,277,078 5,632,217 2,430,000 5,560,877 25,209 14,925,381 9,364,504
Chief Executive Officer
2017 1,230,694 5,504,904 2,285,000 6,869,854 25,009 15,915,461 9,045,607

Philip J. Lembo
2019 680,579 1,458,368 1,000,000 1,318,800 20,390 4,478,137 3,159,337
Executive Vice President and
2018 648,271 1,230,032 765,000 1,535,216 21,685 4,200,204 2,664,988
Chief Financial Officer
2017 613,847 1,314,086 700,000 1,246,325 21,485 3,895,743 2,649,418

Werner J. Schweiger
2019 692,694 1,458,368 1,050,000 2,218,536 21,846 5,441,444 3,222,908
Executive Vice President and
2018 658,271 1,248,802 815,000 538,978 53,896 3,314,947 2,775,969
Chief Operating Officer
2017 634,078 1,334,961 775,000 1,225,581 21,418 3,991,038 2,765,457

Leon J. Olivier⁽¹⁾
2019 715,963 1,521,738 950,000 889,070 15,203 4,091,973 3,202,903
Former Executive Vice President-
2018 699,617 1,323,995 800,000 0 14,778 2,838,390 2,838,390
Enterprise Energy Strategy and
2017 678,270 1,428,841 775,000 397,791 14,464 3,294,366 2,896,575
Business Development

Gregory B. Butler
2019 643,270 1,202,147 740,000 2,948,208 15,518 5,549,143 2,600,935
Executive Vice President
2018 618,271 968,412 645,000 634,394 15,143 2,881,220 2,246,826
and General Counsel
2017 597,886 1,032,562 625,000 1,670,745 15,361 3,941,554 2,270,809

(2)

~~(1)~~: ~~Mr. Olivier retired effective February 28, 2020.~~
~~(2)~~: ~~Includes amounts deferred~~Ms. Carmody was not a Named Executive Officer in 2019 ~~under the deferred compensation program for~~ and 2020.

(3)

Mr. ~~Olivier of $178,990. For more information, see the~~Judge transitioned to Executive ~~Contributions in the last FYE column~~Chairman of the ~~Non-Qualified Deferred Compensation in 2019.~~

~~(3)~~

~~Reflects~~Board effective as of the ~~aggregate grant date fair value~~May 5, 2021 Board of ~~restricted share units (RSUs)~~Trustees meeting. He previously served as Chairman of the Board, President and ~~performance shares granted in each fiscal year, calculated in accordance with FASB ASC Topic 718.~~Chief Executive Officer.

(4)

RSUs were granted to each Named Executive Officer in ~~2019~~2021 as long-term compensation, which vest in equal annual installments over three ~~years, except that Mr. Olivier's RSUs vested upon his retirement on February 28, 2020, and will be distributed six months thereafter. In 2019, each~~years. Each of the Named Executive Officers was also granted performance shares as long-term incentive compensation. These performance shares will vest based on the extent to which the ~~two~~ performance conditions described in the CD&A are achieved as of December 31, ~~2021. Mr. Olivier's performance shares vested on February 28, 2020 upon his retirement, but will not be distributed until the completion of the performance period.~~2023. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. ~~Judge: $5,080,453;~~Nolan: $1,609,034; Mr. Lembo: ~~$1,109,815;~~$1,824,442; Mr. Schweiger: ~~$1,109,815;~~$1,915,185; Mr. ~~Olivier: $1,158,039;~~Butler: $1,389,138; Ms. Carmody: $1,121,918 and Mr. ~~Butler: $914,831.~~

Judge: $7,574,235.

Holders of RSUs and performance shares are eligible to receive dividend equivalent units on outstanding awards to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with those common shares that are issued upon vesting of the underlying RSUs and performance shares. No dividends are paid unless and until the underlying shares vest.

~~(4)~~

(5)

Includes payments to the Named Executive Officers under the ~~2019~~2021 Annual Incentive Program: Mr. ~~Judge: $3,000,000;~~Nolan: $2,250,000; Mr. Lembo: $1,050,000; Mr. Schweiger: $1,000,000; Mr. ~~Schweiger: $1,050,000; Mr. Olivier: $950,000;~~Butler: $700,000; Ms. Carmody: $650,000; and Mr. ~~Butler: $740,000.~~Judge: $2,246,000.

(6)

~~(5)~~

Includes the actuarial increase in the present value from December 31, ~~2018~~2020 to December 31, ~~2019~~2021 of the Named Executive ~~Officers'~~Officers’ accumulated benefits under all of our defined benefit pension programs and agreements, determined using interest rate and mortality rate assumptions

2022 Proxy Statement 59

TABLE OF CONTENTS

Executive Compensation

consistent with those appearing in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2021. The Named Executive Officer may not be fully vested in such amounts. More information on this topic is set forth in the Pension Benefits table. There were no above-market earnings in deferred compensation value during ~~2019,~~2021, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource Energy common shares. Please see pages 5763 and 58. Mr. Judge was elected to the position of President and Chief Executive Officer in 2016, such that 2017 was the first year that he served in his more highly compensated position. This has resulted in substantial increases in the actuarial present

65.

52 ~~2020 Proxy Statement~~

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~(7)

value of his pension benefits. These accounting-based increases, while representing for Mr. Judge a substantial portion of his 2017 - 2019 total compensation disclosed in the SEC Total above, resulted in no actual W-2 earnings for him for these years.

~~(6)~~: Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: ~~$11,200~~$11,600 for each of Messrs. Nolan, Lembo, Schweiger, Judge ~~Lembo~~ and ~~Schweiger,~~Ms. Carmody, and ~~$8,400~~$8,700 for ~~each~~Mr. Butler. For Mr. Nolan, the value shown includes financial planning services valued at $5,500, $4,085, representing the value in 2021 of ~~Messrs. Olivier~~a Company-owned vehicle provided to Mr. Nolan, and ~~Butler.~~$44,036 for home security systems provided in accordance with the Company’s security protocols. For Mr. Judge, the value shown includes financial planning services valued at ~~$5,000 and $10,357~~$5,500, $7,982, representing the value in ~~2019~~2021 of a Company-owned vehicle provided to Mr. ~~Judge. For Mr. Schweiger,~~Judge, and $35,444 for the ~~value shown includes financial planning services valued at $5,000~~installation of home wi-fi and ~~$5,646 representing~~related equipment in accordance with the ~~value in 2019 of a Company-owned vehicle provided to Mr. Schweiger.~~Company’s cybersecurity protocols. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.

(8)

~~(7)~~

The amounts in the Adjusted SEC Total column reflect an adjustment to the total compensation reported in the column marked SEC Total. The Adjusted SEC Total subtracts the actuarial change in pension value disclosed in the column titled ~~"Change~~“Change in Pension Value and Non-Qualified Deferred ~~Earnings"~~Earnings” as further described in footnote 46 above in order to reflect compensation earned during the year by the executive without consideration of pension benefit impacts. The amounts in this column differ substantially from, and are not a substitute for, the amounts noted in the SEC Total.

~~2020~~2022 Proxy Statement 53

~~Table of Contents~~

TABLE OF CONTENTS

Executive Compensation

~~EXECUTIVE COMPENSATION~~

GRANTS OF PLAN-BASED AWARDS DURING 2021

~~GRANTS OF PLAN-BASED AWARDS DURING 2019~~

The Grants of Plan-Based Awards Table below provides information on the range of potential payouts under all incentive plan awards during the fiscal year ended

December 31, ~~2019.~~2021. The table also discloses the

underlying equity awards and the grant date for equity-based awards. We have not granted any stock options since 2002.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽¹⁾

All Other Stock
Awards: Number
of Shares of
Stock or Units
(#)⁽²⁾
Grant Date
Fair Value
of Stock and
Option Awards
($)⁽³⁾

Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
($)
Target
(#)
Maximum
(#)

James J. Judge

Annual Incentive⁽⁴⁾
02/06/19 $ 798,000 $ 1,596,000 $ 3,192,000 $ — — — — $ —
Long-Term Incentive⁽⁵⁾
02/06/19 — — — — 46,249 92,498 46,249 6,676,043
Philip J. Lembo

Annual Incentive⁽⁴⁾
02/06/19 259,000 518,000 1,036,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/06/19 — — — — 10,103 20,206 10,103 1,458,368
Werner J. Schweiger

Annual Incentive⁽⁴⁾
02/06/19 272,000 544,000 1,088,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/06/19 — — — — 10,103 20,206 10,103 1,458,368
Leon J. Olivier

Annual Incentive⁽⁴⁾
02/06/19 270,000 540,000 1,080,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/06/19 — — — — 10,542 21,084 10,542 1,521,738
Gregory B. Butler

Annual Incentive⁽⁴⁾
02/06/19 211,500 423,000 846,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/06/19 — — — — 8,328 16,656 8,328 1,202,147

Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards(1) All Other Stock Awards: Number of Shares of Stock or Units (#)(2) Grant Date Fair Value of Stock and Option Awards ($)(3) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold ($) Target (#) Maximum (#) Joseph R. Nolan, Jr. Annual Incentive(4) 02/08/21 $ 660,000 $ 1,320,000 $ 2,640,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — $ 11,832 $ 23,664 $ 3,944 $ 1,441,650 Philip J. Lembo Annual Incentive(4) 02/08/21 288,000 576,000 1,152,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — 13,416 26,832 4,472 1,634,650 Werner J. Schweiger Annual Incentive(4) 02/08/21 308,000 616,000 1,232,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — 14,348 28,696 4,782 1,748,151 Gregory B. Butler Annual Incentive(4) 02/08/21 234,500 469,000 938,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — 10,215 20,430 3,404 1,244,544 Christine M. Carmody Annual Incentive(4) 02/08/21 189,500 379,000 758,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — 8,250 16,500 2,749 1,005,122 James J. Judge Annual Incentive(4) 02/08/21 702,000 1,404,000 2,808,000 — — — — — Long-Term Incentive(5) 02/08/21 — — — — 55,697 111,394 18,566 6,786,337 (1)

Reflects the number of performance shares granted to each of the Named Executive Officers on February ~~6, 2019~~8, 2021 under the ~~2019 -~~ 2021 – 2023 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, ~~2021.~~2023. At the end of the Performance Period, common shares will be awarded based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. ~~Mr. Olivier's performance shares vested on February 28, 2020 upon his retirement, but will not be distributed until the completion of the performance period.~~ Holders of performance shares are eligible to receive dividend equivalent units on outstanding performance shares awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the number of common shares underlying the performance shares that are actually awarded. No dividends are paid unless and until the underlying shares vest. The Annual Incentive Program did not include an equity component.

(2)

~~(2)~~

Reflects the number of RSUs granted to each of the Named Executive Officers on February ~~6, 2019~~8, 2021 under the ~~2019 -~~ 2021 – 2023 Long-Term Incentive Program. RSUs vest in equal installments on February ~~6, 2020, 2021~~8, 2022, 2023 and ~~2022, except that Mr. Olivier's RSUs vested on February 28, 2020 upon his retirement and will be distributed six months thereafter.~~2024. We will distribute common shares with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable payroll withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with those common shares actually distributed in respect of the underlying RSUs. No dividends are paid unless and until the underlying shares vest.

(3)

~~(3)~~

Reflects the grant date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the Named Executive Officers on February ~~6, 2019~~8, 2021 under the ~~2019 -~~ 2021 – 2023 Long-Term Incentive Program.

(4)

~~(4)~~

The threshold payment under the Annual Incentive Program is 50 percent of target. The actual payments in ~~2020~~2021 for performance in ~~2019~~2021 are set forth in the Non-Equity Incentive Plan column of the Summary Compensation Table.

(5)

~~(5)~~

Reflects the range of potential payouts, if any, pursuant to performance share awards under the ~~2019 -~~ 2021 – 2023 Long-Term Incentive Program, as described in the CD&A.

54 ~~2020~~2022 Proxy Statement

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Executive Compensation

~~EXECUTIVE COMPENSATION~~

OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2021

~~OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2019~~

The following table sets forth RSU and performance share grants outstanding at the end of our fiscal year

ended

~~ended~~

December 31, ~~2019~~2021 for each of the Named Executive Officers. There are no outstanding options.

Stock Awards⁽¹⁾
Name
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)⁽²⁾
Market Value
of Shares
or Units of
Stock That
Have Not
Vested
($)⁽³⁾
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
(#)⁽⁴⁾
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)⁽⁵⁾

James J. Judge
99,770 8,487,360 152,329 12,958,613
Philip J. Lembo
22,150 1,884,309 34,344 2,921,677
Werner J. Schweiger
22,332 1,899,750 34,718 2,953,457
Leon J. Olivier
23,547 2,003,138 36,764 3,127,521
Gregory B. Butler
17,817 1,515,696 27,404 2,331,273

Stock Awards(1) Name Number of Shares or Units of Stock That Have Not Vested (#)(2) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) Joseph R. Nolan, Jr. 12,186 1,108,723 28,505 2,593,391 Philip J. Lembo 14,346 1,305,186 33,906 3,084,761 Werner J. Schweiger 15,088 1,372,677 35,499 3,229,707 Gregory B. Butler 11,152 1,014,649 26,507 2,411,585 Christine M. Carmody 9,007 819,483 21,409 1,947,763 James J. Judge 61,116 5,560,302 145,440 13,232,101 (1)

Awards and market values of awards appearing in the table and the accompanying notes have been rounded to whole units.

(2)

~~(2)~~

A total of ~~95,186~~71,070 unvested RSUs vested on February ~~6, 2020~~15, 2022 (Mr. ~~Judge: 50,777;~~Nolan: 6,796; Mr. Lembo: ~~11,447;~~8,234; Mr. Schweiger: ~~11,572;~~8,553; Mr. ~~Olivier: 12,255;~~Butler: 6,500; Ms. Carmody: 5,249; and Mr. ~~Butler: 9,135)~~Judge: 35,747). A total of ~~53,524~~38,809 unvested RSUs will vest on February ~~8, 2021~~15, 2023 (Mr. ~~Judge: 33,153;~~Nolan: 4,037; Mr. Lembo: ~~7,242,~~4,578; Mr. Schweiger: ~~7,299;~~4,895; Mr. Butler: 3,485; Ms. Carmody: 2,813; and Mr. ~~Butler: 5,830)~~Judge: 19,001). A total of ~~25,512~~13,005 unvested RSUs will vest on February ~~7, 2022~~15, 2024 (Mr. ~~Judge: 15,840;~~Nolan: 1,353; Mr. Lembo: ~~3,460;~~1,534; Mr. Schweiger: ~~3,460;~~1,640; Mr. Butler: 1,168; Ms. Carmody: 943; and Mr. ~~Butler: 2,852)~~Judge: 6,367). ~~A total of 11,290 unvested RSUs held by Mr. Olivier vested upon his retirement on February 28, 2020.~~

(3)

~~(3)~~

The market value of RSUs is determined by multiplying the number of RSUs by ~~$85.07,~~$90.98, the closing price ~~per~~of Eversource Energy common ~~share~~shares on December 31, ~~2019,~~2021, the last trading day of the year.

(4)

~~(4)~~

Reflects the target payout level for performance shares granted under the ~~2017 -~~ 2019 – 2021 Program, the ~~2018 -~~ 2020 – 2022 Program and the ~~2019 -~~ 2021 – 2023 Program.

The performance period for the ~~2017 -~~ 2019 – 2021 Program ended on December 31, ~~2019.~~2021. Awards under that program are set forth in the CD&A under the ~~"Results~~“Results of the ~~2017 -~~ 2019 – 2021 Performance Share Program."

”

The performance share ~~award~~awards for ~~2018 -~~ 2020 – 2022 Program and the ~~2019 -~~ 2021 – 2023 Program will be based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. As described more fully under ~~"Performance Shares"~~“Performance Shares” in the CD&A and footnote (1) to the Grants of Plan-Based Awards table, performance shares will vest following a three-year performance period based on the extent to which the two performance conditions are achieved. Under the ~~2018 -~~ 2020 – 2022 Program, a total of ~~95,943 unearned~~77,413 performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, ~~2020, assuming~~2021. Assuming achievement of these conditions at a target level of performance, ~~except that Mr. Olivier's performance shares vested on February 28, 2020 upon his retirement but will not be distributed until~~ the ~~end~~amount of the ~~performance period:~~awards would be as follows: Mr. Nolan: 8,052; Mr. Lembo: 9,129; Mr. Schweiger: 9,764; Mr. Butler: 6,952; Ms. Carmody: 5,614; and Mr. Judge: ~~51,941; Mr. Lembo: 11,344; Mr. Schweiger: 11,517; Mr. Olivier: 12,210; and Mr. Butler: 8,931.~~37,902. Under the ~~2019 -~~ 2021 – 2023 Program, a total of ~~87,665 unearned~~117,030 performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, ~~2021, except that Mr. Olivier's performance shares vested on February 28, 2020 upon his retirement but will not be distributed until the end of the performance period.~~2023. Assuming achievement of these conditions at a target level of performance, the amount of the awards would be as follows: Mr. ~~Judge: 47,518;~~Nolan: 12,172; Mr. Lembo: ~~10,380;~~13,802; Mr. Schweiger: ~~10,380;~~14,761; Mr. ~~Olivier: 10,831;~~Butler: 10,509; Ms. Carmody: 8,487; and Mr. Butler: ~~8,556.~~

10,509. No dividends are paid unless and until the underlying shares vest.

(5)

The market value is determined by multiplying the number of performance shares in the adjacent column by ~~$85.07,~~$90.98, the closing price of Eversource Energy common shares on December 31, ~~2019,~~2021, the last trading day of the year.

~~2020~~2022 Proxy Statement 55

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Executive Compensation

~~EXECUTIVE COMPENSATION~~

OPTION EXERCISES AND STOCK VESTED IN 2021

~~OPTION EXERCISES AND STOCK VESTED IN 2019~~

The following table reports amounts realized on equity compensation that vested during the fiscal year ended December 31, ~~2019.~~2021. The Stock Awards columns report the vesting of

RSU and performance share grants to the

Named Executive Officers in ~~2019.~~

2021. There were no options exercised as the Company has not granted options since 2002.

Stock Awards
Name
Number of
Shares
Acquired on
Vesting
(#)⁽¹⁾
Value Realized
on Vesting⁽²⁾

James J. Judge
50,820 $ 3,564,592
Philip J. Lembo
10,359 726,490
Werner J. Schweiger
24,432 1,714,758
Leon J. Olivier
26,074 1,830,004
Gregory B. Butler
17,028 1,195,032

Stock Awards Name Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting(2) Joseph R. Nolan, Jr. 21,278 $ 1,746,677 Philip J. Lembo 28,587 2,344,154 Werner J. Schweiger 29,129 2,388,932 Gregory B. Butler 23,370 1,919,091 Christine M. Carmody 18,366 1,506,058 James J. Judge 129,625 10,625,440 (1)

Includes RSUs and performance shares granted to our Named Executive Officers under our long-term incentive programs, including dividend reinvestment, as follows:

Name	2018 Program		2019 Program		2020 Program
Joseph R. Nolan, Jr.		15,987		2,683		2,608
Philip J. Lembo		22,073		3,556		2,958
Werner J. Schweiger		22,409		3,556		3,163
Gregory B. Butler		17,378		2,931		3,060
Christine M. Carmody		14,180		2,367		1,819
James J. Judge		101,067		16,278		12,280

Name
2016
Program
2017
Program
2018
Program
2019
Program

James J. Judge
16,816 17,152 16,852 —
Philip J. Lembo
2,584 4,095 3,680 —
Werner J. Schweiger
16,536 4,160 3,736 —
Leon J. Olivier
17,661 4,452 3,961 —
Gregory B. Butler
10,914 3,217 2,897 —

In all cases, we reduce the distribution of common shares by that number of shares valued in an amount sufficient to satisfy payroll tax withholding obligations.

(2)

Values realized on vesting of RSUs granted under the ~~2016 -~~ 2018 ~~2017 -~~– 2020, 2019 – 2021 and ~~2018 -~~ 2020 – 2022 Programs were based on ~~$70.10~~$85.17 per share, the closing price of Eversource Energy common shares on February ~~14, 2019.~~12, 2021. Values realized on vesting of performance shares granted under the ~~2016 -~~ 2018 – 2020 Program were based on ~~$70.27~~$80.19 per share, the closing price of Eversource Energy common shares on February ~~20, 2019.~~23, 2021.

PENSION BENEFITS IN 2021

~~PENSION BENEFITS IN 2019~~

The Pension Benefits Table shows the estimated present value of accumulated retirement benefits payable to each Named Executive Officer upon retirement based on the assumptions described below. The table distinguishes between benefits available under the qualified pension plan program (QP), the pension equity plan program (PEP), the supplemental pension program (SERP), and ~~any additional benefits available under contractual agreements.~~the supplemental pension (Excess). See the narrative above in the CD&A under the ~~captions "Summary Compensation Table Versus Realized Pay Comparison — James J. Judge-CEO," "Other~~captions” “Other Benefits —– Retirement ~~Benefits"~~Benefits” and ~~"Contractual Agreements"~~“Contractual Agreements” for ~~more detail~~additional information on benefits under these plans and our agreements.

The values shown in the Pension Benefits Table for Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo~~ and ~~Schweiger~~Ms. Carmody were calculated as of December 31, ~~2019~~2021 based on benefit payments in the form of a lump sum. For Mr. ~~Olivier, we assumed a lump sum payment of his special retirement benefits under his~~

~~agreement, and payment of his qualified pension program benefit as a life annuity with a one-third spousal contingent annuitant option (the typical payment form under that Plan). For Mr.~~ Butler, we

assumed a payment of benefits in the form of a contingent annuitant option. Such earned pension program benefit value could otherwise have changed because of the reduction in mortality factors and potentially rising interest rates.

The values shown in this Table for the Named Executive Officers were based on benefit payments on the actual ages or the earliest possible ages for retirement with unreduced benefits for the Named Executive Officers: Mr. ~~Judge:~~Nolan: age ~~60, Mr. Lembo, age:~~ 62, Mr. ~~Olivier:~~Lembo: age ~~65,~~62, Mr. Schweiger: age 55, ~~and~~ Mr. Butler: age ~~62.~~

62, Ms. Carmody: age 62 and Mr. Judge: age 60.

In addition, we determined benefits under the qualified pension program using tax code limits in effect on December 31, ~~2019.~~2021. For Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo,~~ and

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~~Schweiger,~~ Ms. Carmody, the values shown reflect

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actual ~~2019~~2021 salary and annual incentives earned in ~~2018~~2020 but paid in ~~2019~~2021 (per applicable supplemental program rules). For Mr. Butler, the values shown reflect actual ~~2019~~2021 salary and annual incentives earned in ~~2019~~2021 but paid in ~~2020~~2022 (per applicable supplemental program rules). ~~Mr. Olivier's benefit was calculated as is set forth in footnote (1) below.~~

We determined the present value of benefits at retirement age using the discount rate within a range of ~~3.04~~2.83 percent to ~~3.31~~2.89 percent under ACS 715-30 pension accounting for the ~~2019~~2021 fiscal year end measurement as of December 31, ~~2019.~~2021. This present value assumes no pre-retirement

mortality, turnover or disability.

However, for the postretirement period beginning at retirement age, we used the ~~2019~~2021 IRS lump sum mortality table for ~~Mr.~~Messrs. Nolan, Lembo, Schweiger and Judge ~~Mr. Lembo~~ and ~~Mr. Schweiger.~~Ms. Carmody. We used the RP2014 Employee Table Projected Generationally with Scale ~~MP2019~~MP2020 for Mr. ~~Butler, (the unisex 1983 Group Annuity Mortality Table for Mr. Olivier per his agreement).~~Butler. This new mortality table (as published by the Society of Actuaries in 2014) and projection scale were used by the Eversource Pension Plan for year-end ~~2019~~2021 financial disclosure. Additional assumptions appear in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~

2021.

~~Pension Benefits~~

Pension Benefits

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits			During Last Fiscal Year
Joseph R. Nolan, Jr.	Retirement Plan (QP)		36.42		$	1,111,454		$	—
	Supplemental Plan (PEP)		36.42			5,094,488			—
	Supplemental Plan (SERP)		20.00			7,603,886			—
Philip J. Lembo	Retirement Plan (QP)		38.17			1,473,491			—
	Supplemental Plan (PEP)		38.17			6,859,909			—
	Supplemental Plan (SERP)		12.00			174,020			—
Werner J. Schweiger	Retirement Plan (QP)		19.83			706,316			—
	Supplemental Plan (Excess)		19.83			3,461,360			—
	Supplemental Plan (SERP)		19.00			10,626,286			—
Gregory B. Butler	Retirement Plan (QP)		25.00			1,802,836			—
	Supplemental Plan (Excess)		25.00			7,875,673			—
	Supplemental Plan (Excess)		25.00			6,229,794			—
Christine M. Carmody	Retirement Plan (QP)		18.25			630,388			—
	Supplemental Plan (Excess)		18.25			1,896,324			—
	Supplemental Plan (SERP)		15.00			5,108,103			—
James J. Judge	Retirement Plan (QP)		44.33			3,054,717			—
	Supplemental Plan (Excess)		44.33			17,735,283			—
	Supplemental Plan (SERP)		20.00			15,388,563			—

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Name
Plan Name
Number
of Years
Credited
Service (#)
Present
Value of
Accumulated
Benefits
During Last
Fiscal Year

James J. Judge
Retirement Plan (QP) 42.33 $ 2,913,187 $ —

Supplemental Plan (SERP) 20.00 14,755,642 —

Supplemental Plan (PEP) 42.33 15,719,167 —
Philip J. Lembo
Retirement Plan (QP) 36.17 1,336,500 —
Supplemental Plan (PEP) 36.17 5,208,302 —
Werner J. Schweiger
Retirement Plan (QP) 17.83 599,033 —

Supplemental Plan (SERP) 17.83 2,512,305 —

Contractual Agreement 17.00 8,131,823 —
Leon J. Olivier (1)
Retirement Plan (QP) 20.83 909,499 —
Supplemental Plan (SERP) 18.33 7,075,844 —
Contractual Agreement 31.27 1,142,882 105,966
Gregory B. Butler
Retirement Plan (QP) 23.00 1,425,654 —

Supplemental Plan (SERP) 23.00 5,674,956 —

Contractual Agreement 23.00 4,558,338 —

NONQUALIFIED DEFERRED COMPENSATION IN 2021

~~(1)~~: Mr. Olivier retired effective February 28, 2020. As a result, he will be entitled to receive a total of $925,478 under the Retirement Plan plus a lump-sum benefit of $7,076,093 offset by pension program benefits under the Supplemental Plan.

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~~NONQUALIFIED DEFERRED COMPENSATION IN 2019~~

The following table reports amounts contributed in ~~2019,~~2021, together with aggregate earnings on contributions and withdrawals or distributions on contributions in ~~2019,~~2021, under the ~~Company's~~Company’s deferred compensation program,

along with aggregate balances on

contributions. See the narrative above in the CD&A under the caption ~~"Other~~“Other Benefits —– Deferred ~~Compensation"~~Compensation” for more detail on our non-qualified deferred compensation program.

Name
Executive
Contributions
in Last FY⁽¹⁾
Registrant
Contributions
in Last FY
Aggregate
Earnings in
in Last FY
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at
Last FYE⁽²⁾

James J. Judge
$ — $ — $ 2,066,717 $ — $ 8,110,416
Philip J. Lembo
— — 306,112 — 1,615,523
Werner J. Schweiger
— — 3,615,557 19,806,849
Leon J. Olivier
178,990 — 1,735,008 — 6,547,831
Gregory B. Butler
— — 6,309 — 27,503

Name Executive Contributions in Last FY Registrant Contributions in Last FY Aggregate Earnings in in Last FY Aggregate Withdrawals/ Distributions Aggregate Balance at Last FYE(1) Joseph R. Nolan, Jr. $ — $ — $ 986,034 $ — $ 8,205,292 Philip J. Lembo — — 242,688 — 2,086,943 Werner J. Schweiger — — 3,199,325 — 26,305,514 Gregory B. Butler — — 2,476 — 31,877 Christine M. Carmody — — 251,156 — 1,689,205 James J. Judge — — 730,217 — 9,226,321 (1): Includes deferrals in 2019 under our deferred compensation program by Mr. Olivier of $178,990. Named Executive Officers who participate in this program are provided with a variety of investment opportunities, which the individual can modify and reallocate under the program terms. Contributions by the Named Executive Officer are vested at all times. The amounts reported in this column for each Named Executive Officer are reflected as compensation to such Named Executive Officer in the Summary Compensation Table.
~~(2)~~

Includes the total market value of deferred compensation program balances at December 31, ~~2019,~~2021, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on ~~$85.07,~~$90.98, the closing price of our common shares on December 31, ~~2019,~~2021, the last trading day of the year. The aggregate balances reflect a significant level of earnings on previously earned and deferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~

The discussion and tables below show compensation payable to each Named Executive Officer who is still an employee of the Company, in the event of: (i) voluntary termination; (ii) involuntary not-for-cause termination; (iii) termination in the event of death or disability; and (iv) termination following a change in control. No amounts are payable in the event of a termination for cause. The amounts shown assume that each termination was effective as of December 31, ~~2019,~~2021, the last business day of the fiscal year.

Generally, a ~~"change~~“change in ~~control"~~control” means a change in ownership or control effected through (i) the acquisition of 30 percent or more of the combined voting power of common shares or other voting securities (20 percent for ~~Messrs.~~Mr. Butler, ~~and Olivier,~~ excluding certain defined transactions); (ii) the acquisition of more than 50 percent of our common shares, excluding certain defined transactions (for Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo~~ and ~~Schweiger)~~Ms. Carmody); (iii) a change in the majority of the Board of Trustees, unless approved by a majority of the incumbent Trustees; (iv) certain reorganizations, mergers or consolidations where substantially all of the persons who were the beneficial owners of the outstanding common shares immediately prior to such business combination do not beneficially own more than 50 percent ~~(75 percent for Mr. Olivier)~~ of the voting power of the resulting business entity (excluding in certain cases

defined transactions); and (v) complete liquidation or dissolution of the Company, or a sale or disposition of all or substantially all of the assets of the Company other than, for Mr. Butler, to an entity with respect to which

following completion of the transaction more than 50 percent ~~(75 percent for Mr. Olivier)~~ of common shares or other voting securities is then owned by all or substantially all of the persons who were the beneficial owners of common shares and other voting securities immediately prior to such transaction.

In the event of a change in control, the Named Executive Officers are generally entitled to receive compensation and benefits following either involuntary termination of employment without ~~"cause"~~“cause” or voluntary termination of employment for ~~"good reason"~~“good reason” within the applicable period (generally two years following a change in control). The Compensation Committee believes that termination for good reason is conceptually the same as termination ~~"without cause"~~“without cause” and, in the absence of this provision, potential acquirers would have an incentive to constructively terminate executives to avoid paying severance. Termination for ~~"cause"~~“cause” generally means termination due to a felony or certain other convictions; fraud, embezzlement, or theft in the course of employment; intentional, wrongful damage to Company property; gross misconduct or gross negligence in the course of employment or gross neglect

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of duties harmful to the Company; or a material breach of obligations under the agreement. ~~"Good reason"~~”Good reason” for termination generally exists after assignment of duties inconsistent with ~~executive's~~executive’s position, a material reduction in compensation or benefits, a transfer more than 50 miles from the ~~executive's~~executive’s pre-change in control principal business location (or for Messrs. Nolan, Lembo, Schweiger and Judge ~~Lembo~~ and ~~Schweiger,~~Ms. Carmody, an involuntary transfer outside

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the ~~Greater~~greater Boston ~~Metropolitan Area)~~metropolitan area), or requiring business travel to a substantially greater extent than required prior to the change in control.

The summaries above do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and plans, copies of which have been filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2021.

Payments Upon Termination

Regardless of the manner in which the employment of a Named Executive Officer terminates, the executive is entitled to receive certain amounts earned during the ~~executive's~~executive’s term of employment. Such amounts include:

•

Vested RSUs and certain other vested awards;

•

Amounts contributed and any vested matching contributions under the deferred compensation program;

•

Pay for unused vacation; and

•

Amounts accrued and vested under the pension/supplemental and 401k programs (except in the event of a termination for cause under the supplemental program).

~~As disclosed above, Mr. Olivier retired effective February 28, 2020. Upon his retirement, a total of 11,290 unvested RSUs granted under the 2018 and 2019~~

programs, valued at $976,133, based on a closing price of $86.46 per common share on Mr. Olivier's retirement date, vested and will be distributed on September 1, 2020 along with such number of additional shares representing any dividends that will have accrued on the underlying shares prior to that date. In addition, a total of 11,498 performance shares granted under the program ending in 2021, having a grant date fair value of $669,873, and 10,542 performance shares granted under the program ending in 2022, having a grant date fair value of $794,129, will be finally determined and distributed (along with such number of additional shares representing any dividends that will have accrued on the finally determined shares) in 2021 and 2022, respectively, under the terms of those programs. As disclosed in the Pension Benefits table, following his retirement, Mr. Olivier is entitled to receive a lump-sum benefit of $925,478 under the Retirement Plan plus a lump-sum benefit of $7,076,093 offset by pension program benefits under the Supplemental Plan. All awards and payments described in this section are disclosed in the preceding tables. No awards or payments are incremental or in addition to those previously described.

The following table describes additional compensation payable to the Named Executive Officers in the event of voluntary termination, involuntary termination not for cause, termination in the event of death or disability and termination following a change in control. No benefits are provided in the event of termination for cause. See the section above captioned ~~"Pension~~“Pension Benefits in ~~2019"~~2021” for information about the pension program, supplemental program and other benefits, and the section captioned ~~"Nonqualified~~“Nonqualified Deferred Compensation in ~~2019." Mr. Olivier is not included in the tables because he retired on February 28, 2020.~~

2021.”

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POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

	Type of Payments	Voluntary Termination			Involuntary Termination Not for Cause			Termination Upon Death or Disability			Termination Following a Change in Control
Joseph R. Nolan, Jr.	Annual Incentives(1)		$	―		$	―		$	―		$	1,320,000
	Performance Shares(2)			1,609,655			1,609,655			1,609,555			2,593,391
	RSUs(3)			568,869			568,869			568,869			1,108,723
	Special Retirement Benefit(4)			―			―			―			23,885,917
	Health and Welfare Benefits(5)			―			―			―			94,206
	Perquisites(6)			―			―			―			16,500
	Excise Tax and Gross-ups(7)			―			―			―			12,367,402
	Separation Payment for Liquidated Damages(8)			―			―			―			5,922,000
	Total		$	2,178,524		$	2,178,524		$	2,178,524		$	47,308,139
Philip J. Lembo	Annual Incentives(1)		$	―		$	―		$	―		$	576,000
	Performance Shares(2)			1,554,967			1,554,967			1,554,967			1,829,065
	RSUs(3)			689,217			689,217			689,217			1,305,186
	Special Retirement Benefit(4)			―			―			―			2,252,534
	Health and Welfare Benefits(5)			―			―			―			47,100
	Perquisites(6)			―			―			―			11,000
	Separation Payment for Liquidated Damages(8)			―			―			―			3,340,000
	Total		$	2,244,184		$	2,244,184		$	2,244,184		$	9,360,886
Werner J. Schweiger	Annual Incentives(1)		$	―		$	―		$	―		$	616,000
	Performance Shares(2)			2,036,802			2,036,802			2,036,802			3,229,707
	RSUs(3)			715,781			715,871			715,871			1,372,677
	Special Retirement Benefit(4)			―			―			―			2,014,920
	Health and Welfare Benefits(5)			―			―			―			76,694
	Perquisites(6)			―			―			―			16,500
	Separation Payments for Liquidated Damages(8)			―			―			―			5,160,000
	Total		$	2,752,673		$	2,752,673		$	2,752,673		$	12,486,498
Gregory B. Butler	Annual Incentives(1)		$	―		$	―		$	―		$	469,000
	Performance Shares(2)			1,496,608			1,496,608			1,496,608			2,411,585
	RSUs(3)			656,057			656,057			656,057			1,014,649
	Health and Welfare Benefits(5)			―			25,470			―			38,205
	Perquisites(6)			―			10,000			―			16,500
	Separation Payments for Liquidated Damages(8)			―			1,139,000			―			2,278,000
	Separation for Non-Compete Agreement(9)			―			1,139,000			―			1,139,000
	Total		$	2,152,664		$	4,466,134		$	2,152,664		$	7,366,940
Christine M. Carmody	Annual Incentives(1)		$	―		$	―		$	―		$	379,000
	Performance Shares(2)			1,261,852			1,261,852			1,261,852			1,947,763
	RSUs(3)			439,450			439,450			439,450			819,483
	Health and Welfare Benefits(5)			―			―			―			13,296
	Perquisites(6)			―			―			―			16,500
	Separation Payments for Liquidated Damages(8)			―			―			―			3,486,340
	Total		$	1,701,302		$	1,701,302		$	1,701,302		$	6,662,382

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~~EXECUTIVE COMPENSATION~~

	Type of Payments	Voluntary Termination			Involuntary Termination Not for Cause			Termination Upon Death or Disability			Termination Following a Change in Control
James J. Judge	Annual Incentives(1)		$	―		$	―		$	―		$	1,404,000
	Performance Shares(2)			8,601,402			8,601,402			8,601,402			13,232,101
	RSUs(3)			2,992,104			2,992,104			2,992,104			5,560,302
	Health and Welfare Benefits(5)			―			―			―			103,951
	Perquisites(6)			―			―			―			16,500
	Excise Tax and Gross-ups(7)			―			―			―			657,823
	Separation Payments for Liquidated Damages(8)			―			―			―			11,250,000
	Total		$	11,593,506		$	11,593,506		$	11,593,506		$	32,224,677

~~POST EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION~~

(1)

Type of Payments
Voluntary
Termination
Involuntary
Termination
Not for Cause
Termination
Upon Death
or Disability
Termination
Following a
Change in
Control

James J. Judge
Annual Incentives⁽¹⁾ $ — $ — $ — $ 1,596,000

Performance Shares⁽²⁾ 8,792,108 8,792,108 8,792,108 12,958,613

RSUs⁽³⁾ 3,974,005 3,974,005 3,974,005 8,487,360

Special Retirement Benefit⁽⁴⁾ — — — 6,997,917

Health and Welfare Benefits⁽⁵⁾ — — — 96,289

Perquisites⁽⁶⁾ — — — 15,000

Excise Tax and Gross-ups⁽⁷⁾ — — — 10,506,837

Separation Payment for Liquidated Damages⁽⁸⁾ — — — 11,280,000

Total $ 12,766,113 $ 12,766,113 $ 12,766,113 $ 51,938,017

Philip J. Lembo
Annual Incentives⁽¹⁾ $ — $ — $ — $ 518,000
Performance Shares⁽²⁾ 2,011,593 2,011,593 2,011,593 2,921,677
RSUs⁽³⁾ 895,955 895,955 895,955 1,884,309
Special Retirement Benefit⁽⁴⁾ — — — 2,345,917
Health and Welfare Benefits⁽⁵⁾ — — — 42,810
Perquisites⁽⁶⁾ — — — 10,000
Separation Payment for Liquidated Damages⁽⁸⁾ — — — 2,910,000

Total $ 2,907,549 $ 2,907,549 $ 2,907,549 $ 10,632,713

Werner J. Schweiger
Annual Incentives⁽¹⁾ $ — $ — $ — $ 544,000

Performance Shares⁽²⁾ 2,038,514 2,038,514 2,038,514 2,953,457

RSUs⁽³⁾ 905,673 905,673 905,673 1,899,750

Special Retirement Benefit⁽⁴⁾ — — — 6,046,821

Health and Welfare Benefits⁽⁵⁾ — — — 80,083

Perquisites⁽⁶⁾ — 15,000

Excise Tax and Gross-ups⁽⁷⁾ 1,954,855

Separation Payments for Liquidated Damages⁽⁸⁾ 4,620,000

Total $ 2,944,188 $ 2,944,188 $ 2,944,188 $ 18,113,966

Gregory B. Butler
Annual Incentives⁽¹⁾ $ — $ — $ — $ 423,000
Performance Shares⁽²⁾ 1,592,867 1,592,867 1,592,867 2,331,273
RSUs⁽³⁾ 714,953 714,953 714,953 1,515,696
Special Retirement Benefit⁽⁴⁾ — 5,572,153 — 5,572,153
Health and Welfare Benefits⁽⁵⁾ — 22,404 — 33,607
Perquisites⁽⁶⁾ — 10,000 — 15,000
Excise Tax and Gross-Ups⁽⁷⁾ — 2,818,443 — 2,818,443
Separation Payment for Liquidated Damages⁽⁸⁾ — 1,073,000 — 1,073,000
Separation Payment for Non-Compete Agreement⁽⁹⁾ — 1,073,000 — 2,146,000

Total $ 2,307,820 $ 12,876,820 $ 2,307,820 $ 15,928,172

~~(1)~~: For Termination Following a Change in Control: Represents target ~~2019~~2021 annual incentive awards as described in the Grants of Plan Based Awards Table.

(2)

~~(2)~~

For Voluntary Termination and Involuntary Termination Not For Cause, and Termination Upon Death or Disability: ~~For Messrs. Judge, Lembo, Schweiger and Butler, represents~~Represents 100 percent of the performance share awards under the ~~2017 -~~ 2019 – 2021 Long-Term Incentive Program, 67 percent of the performance share awards under the ~~2018 -~~ 2020 – 2022 Long-Term Incentive Program, and 33 percent of the performance share awards under the ~~2019 -~~ 2021 – 2023 Long-Term Incentive Program. The values were calculated by multiplying the number of RSUs by ~~$85.07,~~$90.98, the closing price of our common shares on December 31, ~~2019,~~2021, 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.

(3)

~~(3)~~

For Voluntary Termination and 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 ~~2019,~~2021, 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 ~~$85.07,~~$90.08, the closing price of our common shares on December 31, ~~2019,~~2021, the last

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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 ~~2019,~~2021, were unvested under applicable vesting schedules, all of which vest in full.

(4)

The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler actuarial present values at year-end 2019 of amounts payable (two years of service) solely under an employment agreement upon termination, which are in addition to amounts due under the pension plan.

For Termination Following a Change in Control: ~~represents~~Represents actuarial present values at year-end ~~2019~~2021 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program). For Messrs. ~~Butler, Judge~~Nolan and Schweiger, pension benefits were calculated by adding three years of service (two years for Mr. Lembo). A lump sum of this benefit value is payable to Messrs. ~~Judge,~~Nolan, Lembo and Schweiger. Pension amounts shown in the table are present values at year-end ~~2019~~2021 of benefits payable upon termination as described with respect to the Pension Benefits Table above.

(5)

~~(5)~~

The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the value of two ~~years'~~years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes thereon. For Termination Following a Change in Control: represents estimated Company cost at year-end ~~2019~~2020 (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 Messrs. Nolan, Schweiger and Judge and ~~Schweiger~~Ms. Carmody represent the value of three years (two years for Mr. Lembo) continued health and welfare plan participation. The amounts shown in the table for Mr. Butler represent the value of three ~~years'~~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.

(6)

~~(6)~~

The amount ~~noted in the~~for Involuntary Termination, Not for Cause: Represents ~~for Mr. Butler the~~Company cost of reimbursing Mr. Butler for two years of financial planning and tax preparation fees. For Termination Following a Change in Control: ~~represents~~Represents Company cost of reimbursing Messrs. Nolan, Schweiger, Butler and Judge and Ms. Carmody for three years (two years for Mr. Lembo) of financial planning and tax preparation ~~fees for three years for Messrs. Judge, Schweiger and Butler (two years for Mr. Lembo).~~fees.

(7)

~~(7)~~

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.

(8)

~~(8)~~

For Involuntary Termination, Not for Cause: Represents for Mr. Butler a severance payment (two-times the sum of base salary plus relevant annual incentive award) in addition to any non-compete agreement payment described above. For Termination Following a Change in Control: ~~represents~~Represents severance payments in addition to any non-compete agreement payments described in the prior note. For Messrs. Nolan, Schweiger and Judge and ~~Schweiger,~~Ms. Carmody, this payment equals three-times the sum of base salary plus relevant annual incentive award (two-times the sum for Messrs. Lembo and ~~Butler.)~~Butler). Pursuant to Ms. Carmody’s agreement, the lump sum severance payment as provided under the agreement is limited to 2.99 times the sum of her most recent annual base salary and annual bonus during the period prior to the date of termination. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

(9)

~~(9)~~

For Involuntary Termination, Not For Cause and Termination Following a Change in Control: Represents payments made under agreements or Company programs to Mr. Butler as consideration for agreement not to compete with the Company following termination of employment, equal to the sum of base salary plus relevant annual incentive award. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

~~Pay Ratio~~

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Executive Compensation

Pay Ratio

Our ~~CEO~~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 2021, we identified the median employee by reviewing the ~~2019~~2021 total cash compensation of all full-time employees, excluding our ~~CEO,~~Chief Executive Officer, who were employed by the Company and its subsidiaries on December 31, ~~2019.~~2021. In accordance with such requirements, our Chief Executive Officer was elected on May 5, 2021 and as a result we annualized our Chief Executive Officer’s total compensation for 2021 for the purposes of our pay ratio calculations. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during ~~2019.~~2021. 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 ~~2019.~~2021. 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 ~~2019~~2021 Summary Compensation Table.

Mr. ~~Judge~~Nolan had ~~2019 annual~~annualized 2021 total compensation of ~~$19,806,088, as reflected in the Summary Compensation Table appearing on page 52.~~$6,662,654. Our median ~~employee's~~employee’s annual total compensation for ~~2019~~2021 was ~~$133,899.~~$133,297. Our ~~2019 CEO~~2021 Chief Executive Officer to median employee pay ratio is ~~148~~50 to 1.

~~2020~~2022 Proxy Statement 6169

TABLE OF CONTENTS

Exhibit A

Adjusted Earnings (Non-GAAP)

~~Table~~

We use Adjusted Earnings (non-GAAP) and its per share impact as our principal financial measure of ~~Contents~~

operating performance because management believes it best reflects our baseline operating performance and provides additional and useful information in analyzing historical and future performance of our business and for planning and forecasting of future periods.

Adjusted Earnings (non-GAAP) is defined as Net Income Attributable to Common Shareholders excluding the following adjustments: (1) charges in 2021 at The Connecticut Light and Power Company (CL&P) related to a settlement agreement that included credits to customers and funding of various customer assistance initiatives and a storm performance penalty imposed on CL&P by PURA, (2) the Columbia Gas acquisition and transition costs in 2021 and 2020, and (3) an impairment charge for our Northern Pass Transmission project in 2019. We believe the impacts of the CL&P settlement agreement and the storm performance penalty imposed on CL&P by PURA, Columbia Gas acquisition and transition costs, and the impairment charge for our Northern Pass Transmission project are not indicative of our ongoing costs and performance.

With respect to the 2021 EPS performance goal, the Compensation Committee discussed this goal at length at both its December 2021 and February 2022 meetings. The

~~Item 2: Advisory Vote on Executive Compensation~~

Committee first noted 2021 adjusted earnings to be $3.86 per share, a 6 percent growth over 2020, substantially above the average industry growth of 4.8 percent. Following those discussions, the Compensation Committee determined that it would assess the earnings per share goal based on Adjusted Earnings. The Compensation Committee considered the fact that the PURA storm related settlement and the integration costs of the complex Columbia Gas asset acquisition, which were for 2021 the two costs excluded in the calculation of Adjusted Earnings, were appropriate to be excluded and in the best interests of customers and shareholders. The PURA settlement adjustment to earnings was part of a comprehensive resolution of several important issues which was seen by the investment community as a positive outcome for all stakeholders, both for 2021 and the longer term. The integration of Columbia Gas was the culmination of a timely and significant strategic opportunity for the Company and its customers, completed in an accelerated timeframe, under budget, with constructive regulatory outcomes.

This non-GAAP financial measure should not be considered as an alternative to reported Net Income Attributable to Common Shareholders or EPS determined in accordance with GAAP as indicators of operating performance.

Adjusted Earnings and EPS Reconciliation
	For the Years Ended December 31,
	2021						2020						2019
(Millions of Dollars, Except Per Share Amounts)	Amount			Per Share			Amount			Per Share			Amount			Per Share
Net Income Attributable to Common Shareholders (GAAP)		$	1,220.5		$	3.54		$	1,205.2		$	3.55		$	909.1		$	2.81
Adjustments (after-tax) to reconcile to Adjusted Earnings:
CL&P Settlement Impacts			86.1			0.25			—			—			—			—
Acquisition and Transition Costs			23.6			0.07			32.1			0.09			—			—
Impairment of Northern Pass Transmission			—			—			—			—			204.4			0.64
Adjusted Earnings (Non-GAAP)		$	1,330.2		$	3.86		$	1,237.3		$	3.64		$	1,113.5		$	3.45

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Item 2: Advisory Vote on Executive Compensation

We are asking shareholders to vote on an advisory proposal to approve the compensation of our Named Executive Officers, (commonly known as Say-on-Pay), as disclosed in the CD&A, compensation tables and narrative discussion in this proxy statement. The Board of Trustees has taken and will continue to take the results of the advisory vote into consideration when making future decisions regarding the compensation of our Named Executive Officers.

The fundamental objective of our Executive Compensation Program is to motivate executives and key employees to support our strategy of investing in and operating businesses that benefit our ~~shareholders,~~stakeholders, customers, employees, and communities. We strive to provide executives with base salary, performance-based annual incentive compensation opportunities, and long-term incentive compensation opportunities that are competitive with the market and that align pay with performance. We believe that based upon our strong financial and operating performance in ~~2019~~2021 that such alignment exists. Shareholders are encouraged to read the CD&A, compensation tables and narrative discussion in this proxy statement.

Our ~~2019~~2021 Executive Compensation Program included the following material elements:

•

Base Salary

•

Annual Incentive Program

•

Long-Term Incentive Programs

•

Nonqualified Deferred Compensation

•

Supplemental Executive Retirement Plan

•

Certain Officer perquisites

•

Employment Agreements

The Executive Compensation Program also features share ownership guidelines and a holding period requirement to emphasize the importance of share ownership, along with policies that call for the clawback of compensation under the circumstances described in this proxy statement and that prohibit the pledging or hedging of our common shares.

The compensation of our Named Executive Officers during ~~2019~~2021 was consistent with the following positive overall financial and operational performance results:

•

Our ~~2019~~2021 earnings per share equaled ~~$2.81~~$3.54 per share, and non-GAAP earnings per share equaled ~~$3.45,~~$3.86, which excludes ~~an impairment charge of $0.64 per share~~Connecticut settlement agreement costs and the integration costs relating to the ~~Northern Pass Transmission Project.~~acquisition in 2020 of the assets of Columbia Gas of Massachusetts.

•

We increased our annual dividend rate by ~~5.9~~6.2 percent for ~~2019~~2021 to ~~$2.14~~$2.41 per share, which exceeded the EEI index ~~of companies'~~companies’ median dividend growth rate of ~~5.1~~4.7 percent. ~~Our dividend growth rate for the period 2017 - 2019 has averaged 6.3 percent, exceeding the utility industry average.~~

•

Our Total Shareholder Return in ~~2019~~2021 was ~~34.4~~8.2 percent, compared to the ~~25.8~~17.1 percent total shareholder return of the EEI Index, ~~and a 31.5 percent total shareholder return for~~ the ~~Standard & Poor's 500.~~5th highest TSR in the EEI Utility Index of 39 companies. We have outperformed the EEI Index ~~and the Standard & Poor's 500~~ over the last ~~one-,~~ three-, five- and 10-year periods and the Standard & Poor’s 500 over the last three- and 10-year periods.

•

~~Our stock price rose from $65.04~~

We received the approval of a comprehensive storm settlement agreement with PURA that provided for the resolution of several pending regulatory and legal proceedings and are ahead of plan on ~~January 1, 2019 to $85.07 on December 31, 2019, a gain of 30.8 percent, outperforming our peers.~~

•

~~We have strengthened~~ the ~~prospects~~integration of the assets acquired from Columbia Gas Company ~~through new clean energy projects.~~of Massachusetts. We ~~continued~~advanced the progress of Massachusetts Grid Modernization and successfully accelerated the recovery of 2020 investments for NSTAR Gas Company. In addition, we received approval to ~~expand~~defer $15.6 million of additional storm related costs and successfully negotiated and completed the acquisition of NESC, a New England water distribution company.

•

Regarding our offshore wind partnership with Ørsted, the global leader of offshore wind development, through the acquisition of the Northeast U.S. assets of Deepwater Wind. Our partnership successfully bid into the New York clean energy request for proposals and was awardedprojects, we executed a ~~contract for 880 megawatts of offshore wind~~ten-year agreement with the ~~Sunrise Wind project, and advanced~~City of New London, Connecticut, to advance the New London ~~State~~ Pier ~~agreement~~redevelopment project, giving our partnership access to ~~support~~the leading offshore wind ~~construction. The partnership is recognized as~~port in the ~~leading developer~~Northeast, and made significant progress in advancing siting and permitting of all three of our offshore wind ~~in North America.~~projects (South Fork, Sunrise and Revolution Wind) at the federal and state levels. We ~~accelerated~~continue to advance the ~~original five-year~~development of our electric vehicle ~~charging program~~infrastructure in ~~Massachusetts to three years,~~both Connecticut and ~~the program met its 2019 targets. Also, we commenced the construction process on two energy storage projects in~~ Massachusetts, and ~~in addition,~~submitted our next round of plan investments for approval, including Advanced Metering Infrastructure. We also executed our $500 million annual energy efficiency ~~programs~~program and filed and received Massachusetts Department of Public Utilities approval for our $1 billion new energy efficiency three-year program. We continue to ~~be recognized as being best~~position our gas business for long term success in ~~the nation by the American Council for an Energy Efficient Economy.~~many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and other methane emission reductions.

•

We continue to hold an A- Corporate Credit Rating at Standard & ~~Poor's.~~Poor’s. There is no other ~~utility~~holding company in the EEI Index with a higher credit rating.

•

Our overall electric system reliability performance in ~~2019~~2021 was top decile for our ~~industry and~~industry.

•

We outperformed our ~~best year ever.~~

•

We achieved very constructive regulatory outcomes, including an approximate $28 million temporary rate settlement approval at Public Service Company of New Hampshire, successful recovery approval of our storm costs in the three states that we serve, and a negotiated settlement with the Federal Energy Regulatory Commission to align rate structure and create additional customer rate transparency.

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~~ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

•: ~~We met the established goals~~peers in safety performance and ~~exceeded the goal~~ in response to gas service calls.

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Item 2: Advisory Vote on Executive Compensation

•

We continued to support many programs and agencies that address racial and ethnic disparities in our customers’ communities and beyond. We also continue to develop a workforce that fully reflects the diversity of the people and communities we serve. Our hiring practices emphasize diversity, and we encourage employees to embrace different people, perspectives and experiences in our workplace and within our communities — regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, differing ability, marital status, sexual orientation, active military or veteran status. We sustained our successful drive to increase workforce diversity and build a talent pipeline; in 2021, 57 percent of our external hires were women and people of color; and 41.2 percent of external hires and internal promotions into leadership roles were women or people of color. Eversource is a signatory to the CEO Action for Inclusion Pledge to advance diversity and inclusion in our workplace and a member of the Paradigm for Parity coalition committed to addressing gender parity. Programs, activities and discussions focused on diversity, equity and inclusion were offered to provide employees with education and experiences to further emphasize messages of racial and social justice.

•

We continued to advance our transformation of the customer experience with a new mobile application, improved accuracy of restoration time estimates, and further increases in customer digital engagement.

•

Our social and environmental accomplishments, which once again in 2021 received widespread recognition, are a measure of our strong commitment to corporate responsibility and are reflected in our high ratings from leading sustainability rating firms. In 2021, we were ranked in the top quartile within a peer group of comparably sized U.S. utilities whose ESG performance is assessed by the two leading sustainability rating firms. We also continued to take steps to implement and ensure progress towards our industry leading goal to be carbon neutral in our operations by 2030.

•

Despite the challenges of the pandemic, we continued to make a significant impact in our communities through our corporate philanthropy programs and extensive employee volunteer programs. Our employees devoted close to 23,600 hours in 2021 to volunteerism in our service territory communities, mostly under constraints imposed by the pandemic. Our 2021 charitable giving totaled $26.8 million, including a record amount in

contributions by our employees to the United Way, along with major event lead sponsorships for the Eversource Walk for Children’s Hospital of Boston, Eversource Walk and 5K Run for Easterseals New Hampshire, Mass. General Cancer Center/Eversource Every Day Amazing Race, Eversource Hartford Marathon, Travelers Championship and Special Olympics in Connecticut and New Hampshire. Most of these events were held virtually, and many Eversource employees assisted in producing the events to help ensure their success. Additionally, employees and retirees also contributed a record amount during our 2021 annual United Way campaign, The Power of U. Our Eversource Energy Foundation continues to provide direct support to organizations and large regional initiatives within our service territories.

As a result of our ~~superior~~overall financial, operational, ESG and strategic results in ~~2019,~~2021, the Compensation Committee provided base pay increases and incentive grants and awards to the executive officers, including the Named Executive Officers, reflecting our performance.

The affirmative vote of a majority of votes cast at the meeting is required to approve the advisory proposal. This means that the number of shares voted ~~"FOR"~~“FOR” the item must exceed the number voted ~~"AGAINST."~~“AGAINST.” You may vote either ~~"FOR"~~“FOR” or ~~"AGAINST"~~“AGAINST” the item or you may abstain from voting. Abstentions and broker

non-votes will have no effect on the outcome of the vote, as they do not count as votes cast.

The Compensation Committee and the Board of Trustees believe that our Executive Compensation Program is effective in implementing our compensation philosophy and in achieving its goals. We are requesting your non-binding vote on the following resolution:

“RESOLVED, that the compensation paid to the ~~Company's~~Company’s Named Executive Officers in ~~2019,~~2021, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related material disclosed in this proxy statement, is hereby APPROVED."

~~The Board of Trustees recommends that Shareholders vote FOR this Item.~~

”

~~2020 Proxy Statement~~ 63

~~Table of Contents~~

~~Item 3: Ratification~~

The Board of ~~the Selection of the Independent Registered Public Accounting Firm~~

Trustees recommends that Shareholders vote FOR this Item.

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Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm

The Audit Committee selected the independent registered public accounting firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm of Eversource Energy and its subsidiaries for fiscal year ~~2020.~~2022. In ~~2019,~~2021, 98 percent of shares voted were to approve the selection of Deloitte & Touche LLP. Pursuant to the recommendation of the Audit Committee, the Board of Trustees recommends that shareholders ratify the selection of Deloitte & Touche LLP. The Board is submitting the selection of Deloitte & Touche LLP to our shareholders for ratification as a matter of good corporate governance. The Audit Committee may, in its discretion, change the selection at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders. ~~This is consistent with the responsibilities of the Audit Committee as outlined in its charter.~~

The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the ~~Company's~~Company’s financial statements. Deloitte & Touche LLP has served as Eversource ~~Energy's~~Energy’s independent registered public accounting firm continuously since 2002. The Committee evaluates the performance of Deloitte & Touche LLP and the lead engagement partner at least annually in order to ensure continuing independence and excellent performance, and the Audit Committee periodically considers whether there should be a regular rotation of the firm. At its February ~~4, 2020~~1, 2022 meeting, the Committee discussed the issue of firm rotation and, after discussion, selected Deloitte & Touche LLP to continue to serve as the ~~Company's~~Company’s independent registered public accounting firm, citing as it did in ~~2019~~ 2021

the ~~firm's~~firm’s extensive experience and expertise regarding the

Company and the utility industry, its performance, the competitive fee structure of the relationship, and the avoidance of the substantial commitment of management and Committee resources that would be involved in onboarding a new firm. It was the ~~Committee's~~Committee’s conclusion that these reasons continue to provide the basis for not considering firm rotation at this time. Further, in conjunction with the mandated rotation of the firm's lead engagement partner, the Audit Committee and its Chair were directly involved in the selection of Deloitte & Touche LLP's new lead engagement partner. The members of the Audit Committee and the Board believe the continued retention of Deloitte & Touche LLP to serve as the ~~Company's~~Company’s independent registered public accounting firm is in the best interests of Eversource Energy and its subsidiaries.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions raised by shareholders at the meeting.

The affirmative vote of a majority of votes cast at the meeting is required to ratify the selection of Deloitte & Touche LLP. This means that the number of shares voted ~~"FOR"~~“FOR” the item must exceed the number voted ~~"AGAINST."~~“AGAINST.” You may vote either ~~"FOR"~~“FOR” or ~~"AGAINST"~~“AGAINST” the item or abstain from voting. Abstentions will have no effect on the outcome of the vote because an abstention does not count as a vote cast.

The Board of Trustees recommends that Shareholders vote FOR this Item.

Relationship With Principal Independent Registered Public Accounting Firm

~~The Board of Trustees recommends that Shareholders vote FOR this Item.~~

Fees Billed by Principal Independent Registered Public Accounting Firm.

~~Relationship With Principal Independent Registered Public Accounting Firm~~

~~Fees Billed by Principal Independent Registered Public Accounting Firm.~~

The aggregate fees billed to the Company and its subsidiaries by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), for the years ended December 31, ~~2019~~2021 and ~~2018~~2020 totaled ~~$5,641,614~~$6,013,205 and ~~$5,076,922,~~$5,296,414, respectively. In addition, affiliates of Deloitte & Touche LLP ~~as noted below~~

provide other accounting services to the Company. ~~Fees~~

Audit and Non-Audit Fees	2021			2020
Audit Fees(1)		$	4,883,791		$	4,562,000
Audit Related Fees(2)		$	918,500		$	732,500
Tax Fees(3)		$	20,000		$	0
All Other Fees(4)		$	190,914		$	1,914
TOTAL		$	6,013,205		$	5,296,414

(1)

Audit fees in 2021 and 2020 consisted of ~~the following:~~

~~1. Audit Fees~~

~~The aggregate~~ fees ~~billed~~related to the Company and its subsidiaries by Deloitte & Touche LLP for audit services rendered for the years ended December 31, 2019 and 2018 totaled $4,743,400 and $4,464,500, respectively. The audit fees were incurred for audits of financial

64 ~~2020 Proxy Statement~~

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~~Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm~~

statements of Eversource Energy and its subsidiaries, audits of internal controls over financial reporting, reviews of financial statements ~~included~~ in the Combined Quarterly ~~Reports~~reports on Form 10-Q of Eversource Energy and its subsidiaries, consultations with management, regulatory and compliance filings, audits of employee benefit plans, and out of pocket expense ~~reimbursements. The fees also included audits~~reimbursements,

2022 Proxy Statement 73

TABLE OF CONTENTS

Item 3: Ratification of ~~internal controls over financial reporting as~~the Selection of ~~December 31, 2019 and 2018.~~

the Independent Registered Public Accounting Firm

(2)

Audit Related Fees

The aggregate fees billed to the Company and its subsidiaries by the Deloitte Entities for audit related services rendered for the years ended December 31, 2019 and 2018 totaled $851,300 and $547,500, respectively. The audit related fees were incurred for procedures performed in the ordinary course of business in support of certain regulatory filings, comfort letters, consents, and other costs related to registration statements and ~~financings.~~

financials for the years ended December 31, 2021 and 2020.

~~3. Tax Fees~~

(3)

The ~~aggregate~~tax service fees for the period ended December 31, 2021 were incurred for procedures performed in the ordinary course of business in support of certain federal rules. There were no tax fees rendered and no tax fees billed ~~to the Company and its subsidiaries by the Deloitte Entities for tax services rendered~~ for the year ended December 31, ~~2019 and 2018 totaled $45,000 and $7,500. The tax service fees were incurred for procedures performed related to tax compliance (2019) and certain employee benefit plan federal filings (2018).~~

2020.

4. (4)

All Other Fees

~~The aggregate fees billed to the Company and its subsidiaries by the Deloitte Entities for services other than the services described above~~ for the ~~years ended~~period December 31, ~~2019~~2021 and ~~2018 totaled $1,914 and $57,422, respectively. These fees~~2020 were for aan annual license for access to an accounting standards research tool ~~(2019~~ and ~~2018) and~~for a benchmarking analysis performed in 2021 related to operations at one of the ~~review of benefit payment calculations (2018).~~

Company’s subsidiaries.

The Audit Committee pre-approves all auditing services and permitted audit related or other services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of

1934, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate its authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittees to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. During ~~2019,~~2021, all services described above were pre-approved by the Audit Committee or its Chair.

The Audit Committee has considered whether the provision by the Deloitte Entities of the non-audit services described above was allowed under Rule 2-01(c)(4) of Regulation S-X and was compatible with maintaining the independence of the registered public accountants and has concluded that the Deloitte Entities were and are independent of us in all respects.

~~Report of the Audit Committee~~

Report of the Audit Committee

The Audit Committee of the Board of Trustees is comprised of the five Trustees named below. The Board has determined that each member of the Audit Committee is independent as required by the listing standards of the NYSE and the ~~SEC's~~SEC’s audit committee independence rules. The primary function of the Audit Committee is to assist the Board of Trustees in its oversight responsibilities with respect to the integrity of the ~~Company's~~Company’s financial statements, the performance of the ~~Company's~~Company’s internal audit function, the qualifications, independence and performance of the ~~Company's~~Company’s independent registered public accounting firm, the compliance by the Company with legal and regulatory requirements, the accounting and financial reporting processes and financial statement audits, the systems of disclosure controls and procedures, and the internal

controls over financial reporting. As part of its overall responsibilities, the Audit Committee also reviews the ~~Company's~~Company’s significant accounting policies, management judgments and accounting estimates, financial risks, earnings releases, determinations of critical audit matters made by the independent registered public accounting firm, and financial statements. At the conclusion of its meetings, the Committee meets in executive sessions with management, representatives of the independent registered public accounting firm, and the ~~Company's~~Company’s Internal Audit Department executive, following which there is a session attended only by the Committee ~~Members.~~ members.

As noted, the Audit Committee is solely responsible for oversight of the relationship of the Company with our independent registered public accounting firm on behalf of the Board of Trustees.

~~2020 Proxy Statement~~ 65

~~Table of Contents~~

~~Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm~~

As part of these responsibilities, during ~~2019,~~2021, the Audit Committee:

•

Received the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding Deloitte & ~~Touche's~~Touche’s communications with the Audit Committee concerning independence, and discussed with Deloitte & Touche LLP the ~~firm's~~firm’s independence from the Company as required by the ~~SEC's~~SEC’s independence rules, Rule 2-01 of Regulation S-X;

•

Discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the PCAOB; and

•

Reviewed and discussed with management the audited consolidated financial statements of Eversource Energy for the years ended December 31, ~~2019~~2021 and ~~2018.~~

2020.

Management is responsible for the ~~Company's~~Company’s financial statements, the overall reporting process and the system of internal control over financial reporting. Deloitte & Touche LLP, as our independent registered public accounting firm, is responsible for conducting annual audits and quarterly reviews of the ~~Company's~~Company’s financial statements and expressing an opinion as to the conformity, in all material respects, of the annual financial statements with generally accepted accounting principles in the United States and expressing an opinion on the effectiveness of our internal control over financial reporting as of the end of the fiscal year.

In performing their oversight responsibility, the Audit Committee, whose members are all financially literate and whose Chair is an audit committee financial expert as

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Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm

defined by SEC rules, rely without independent verification on the information provided to them, and on the representations made by management and Deloitte & Touche LLP.

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements be included in Eversource ~~Energy's~~Energy’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2021 for filing with the SEC.

The Audit Committee has directed the preparation of this report and has approved its content and submission to the shareholders.

Respectfully submitted,

Francis A. Doyle (Chair)
Gregory M. Jones
John Y. Kim
Kenneth R. Leibler
~~William C. Van Faasen~~
Frederica M. Williams

February ~~19, 2020~~

14, 2022

66 ~~2020~~2022 Proxy Statement

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~~Table~~Item 3: Ratification of ~~Contents~~the Selection of the Independent Registered Public Accounting Firm

Other Matters

~~Other Matters~~

The Board of Trustees knows of no matters other than those presented in this proxy statement to come before the meeting. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in their discretion with respect to such other matters.

Shareholder Proposals

~~Shareholder Proposals~~

If you would like us to consider including a proposal in our proxy statement for the ~~2021~~2023 Annual Meeting of Shareholders, your proposal must be received by the ~~Secretary's~~Secretary’s office no later than November ~~26, 2020,~~25, 2022, and must satisfy the conditions established by the SEC. Written notice of proposals of shareholders to be considered at the ~~2021~~2023 Annual Meeting without inclusion in next ~~year's~~year’s proxy statement must be received on or before February ~~9, 2021.~~8, 2023. If a notice is received after February ~~9, 2021,~~8, 2023, then the notice will be considered untimely and the proxies held by management may provide the discretion to vote on such proposal, even though the proposal is not discussed in the proxy statement. Eversource Energy considers these dates to be reasonable deadlines for submission of proposals before we begin to print and mail our proxy materials for

the ~~2021~~2023 Annual Meeting of Shareholders. We reserve the right to reject, rule out of order, exercise discretionary

authority to vote against, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

Proposals should be addressed to:

~~Richard J. Morrison~~James W. Hunt, III
Executive Vice President and Secretary
Eversource Energy
800 Boylston Street, 17th Floor
Boston, Massachusetts 02199-7050

2021 Annual Report and Annual Report on Form 10-K

~~2019 Annual Report and Annual Report on Form 10-K~~

The ~~Company's~~Company’s Annual Report for the year ended December 31, ~~2019,~~2021, including financial statements, was mailed with this proxy statement or made available to shareholders on the Internet. We will mail a copy of the ~~2019~~2021 Annual Report to any shareholder upon request. We will provide shareholders with a copy of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2021, filed with the ~~Securities and Exchange Commission~~SEC on February ~~27, 2020,~~17, 2022, including the financial statements and schedules thereto, without charge, upon receipt of a written request sent to the Secretary at the address set forth above.

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Questions and Answers About the Annual Meeting and Voting

~~2020 Proxy Statement~~ 67

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~~Questions and Answers About the Annual Meeting and Voting~~

Q:

WHAT AM I VOTING ON?

The Board of Trustees of Eversource Energy is asking you to vote on three separate items, as summarized in the following table:

	~~Board~~ ~~Recommendation~~	~~Vote~~ ~~Required~~	~~Effect of~~ ~~Abstentions~~			~~Discussion~~ ~~Beginning~~ ~~on Page~~

	Item		Board Recommendation		Vote Required			Effect of Abstentions		Effect of Broker Non-Votes		Discussion Beginning on Page
Election of Trustees (Item 1)		FOR All Nominees		Majority of all common shares issued and outstanding		Against			Against		6
Advisory vote on executive compensation (Item 2)		FOR		Majority of votes cast		No effect			No effect		62 71
Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm (Item 3)		FOR		Majority of votes cast		No effect			Not applicable		64
							73

Q:

WHEN AND WHERE WILL THE ANNUAL MEETING BE HELD?

The Annual Meeting will be held in a virtual format by way of Internet access.

Time and Date:

10:30 a.m., Eastern Time,
Wednesday, May ~~6, 2020~~4, 2022

Location:

~~Location: (Please~~Online at: http://www.meetnow.global/M6HP2VA
Enter the 15-digit control number on the Proxy Card
(Please also see Notice of Annual Meeting)
~~Sheraton Boston Hotel~~
~~39 Dalton Street~~
~~Boston, Massachusetts 02199~~

WILL ANY OTHER MATTERS BE VOTED ON AT THE ANNUAL MEETING?

We do not expect any other matters to be presented at the Annual Meeting. However, if a matter not described in this proxy statement is properly brought before the Annual Meeting by a shareholder, the individuals designated as proxies will ~~vote~~act on the matter in accordance with legal requirements and their judgment of what is in the best interests of Eversource Energy.

WHO IS ENTITLED TO VOTE?

You are entitled to vote at the Annual Meeting if you held common shares on the record date, March ~~11, 2020.~~9, 2022. As of the record date, ~~330,332,184~~344,746,087 common shares were outstanding and entitled to vote. You are entitled to one vote on each Item to be voted on at the Annual Meeting for each common share that you held on the record date.

HOW DO I VOTE?

If you hold common shares registered directly in your name, you are considered to be the ~~"Shareholder~~“Shareholder of Record,"” and the printed proxy materials or Notice of Internet Availability of Proxy Materials have been sent directly to you by the Company.

The Notice of Internet Availability of Proxy Materials also includes instructions for requesting printed proxy materials by mail. If you requested and received a paper proxy card, you may vote by mail by completing, signing and dating the proxy card and returning it in the pre-addressed, postage-prepaid envelope included with the proxy card. You can vote in any one of the following ways:

•

You can vote using the Internet. Follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. The Internet procedures are designed to authenticate a ~~shareholder's~~shareholder’s identity to allow shareholders to vote their shares and confirm that their instructions have been properly recorded.

•

Internet voting facilities for shareholders of record are available 24 hours a day and will be available until the polls close ~~at 11:59 p.m. Eastern Time on May 5, 2020.~~during the meeting. You may access this proxy statement and related materials by going to www.envisionreports.com/ES.

•

You may vote by telephone. Follow the instructions on the Notice of Internet Availability of Proxy Materials or on the proxy card that you received in the mail. Voting by telephone is available 24 hours a day and will be available until the polls close ~~at 11:59 p.m. Eastern Time on May 5, 2020.~~during the meeting.

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~~Table of Contents~~•

•: You may vote by mail. If you received a paper proxy card, you can vote by mail by completing, signing and dating the proxy card and returning it in the pre-addressed, postage-prepaid envelope accompanying the proxy card. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted.

•

You may vote ~~in person~~online at the Annual Meeting by ~~delivering your completed proxy card in person at~~clicking on the ~~Annual Meeting or by completing a ballot available upon request at~~“Vote” tab on the ~~meeting.~~

meeting center site.

If you hold common shares through a brokerage firm, bank, other financial intermediary or nominee (known as shares held in ~~"street name"~~“street name”), you should receive instructions directly from that person or entity that you must follow in order to vote your common shares. You may vote by mail by requesting a voting instruction form in accordance with the instructions received from your broker or other agent. Complete, sign and date the voting instruction form provided by the broker or other agent and return it in the pre-addressed, postage-prepaid envelope provided to you. You will also be able to vote these shares by Internet or telephone. Regardless of how you choose to vote, your vote is important, and we encourage you to vote promptly.

HOW DO I ATTEND THE ONLINE MEETING?

Attending the Virtual Meeting as a Shareholder of Record

Shareholders of record as of March 9, 2022 (i.e., those who held shares in their own names as reflected in the records of our transfer agent, Computershare) may attend the Annual Meeting by accessing http://www.meetnow.global/M6HP2VA and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials they previously received.

Submitting Questions During the Virtual Meeting as a Shareholder of Record

We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Authenticated shareholders will be able to vote their shares electronically by clicking on the “Vote” tab and submit questions during the meeting by clicking on the “Q&A” tab. We will try to answer as many questions as time permits that comply with the meeting rules of conduct and will post responses to any questions we can’t get to during the meeting on our Eversource.com website. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Registering to Attend the Annual Meeting as a Beneficial Owner

Beneficial owners of record as of March 9, 2022 (those who held shares in an account at a bank, broker or other nominee) will need to obtain proof of your proxy power (a legal proxy) from their bank, broker or other nominee that hold your shares. Once beneficial owners have received a legal proxy from their bank, broker or other nominee, they should email that legal proxy to our transfer agent, Computershare, at legalproxy@computershare.com and should label it “Legal Proxy” in the subject line. Those beneficial owners should include their names and an image of their legal proxy in the email. Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Time, on April 29, 2022. Beneficial owners will then receive a confirmation of their registration, with a control number, by email from Computershare. At the time of the Annual Meeting, beneficial owners should go to http://www.meetnow.global/M6HP2VA and enter their control number.

If You Need Assistance

Technical assistance for shareholders or their proxies will be available before or during the Annual Meeting. If you are having trouble connecting to the meeting please call 888-724-2416 or internationally at +1 781-575-2748.

For further assistance should you need it, you may call 1-888-724-2416.

AS A PARTICIPANT IN THE EVERSOURCE 401(k) PLAN OR SAVINGS PLAN FOR EMPLOYEES OF AQUARION WATER COMPANY, HOW DO I VOTE MY SHARES HELD IN MY PLAN ACCOUNT?

If you are a participant in the Eversource 401(k) Plan or the Savings Plan for Employees of Aquarion Water Company, you may vote the common shares held in your plan account by voting through the Internet or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials that you received in the mail. Internet voting and voting by telephone isare available 24 hours a day and will close for plan participants at ~~11:59 p.m.~~12:01 a.m. Eastern Time on May ~~1, 2020.~~

2, 2022.

78 2022 Proxy Statement

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returning it in the pre-addressed, postage-prepaid envelope included with the proxy card.

Whether you vote through the Internet, by telephone or by returning a proxy card in the mail, the plan trustee will vote the common shares held in your plan account in accordance with your instructions. If you do not provide the plan trustee

with instructions by ~~11:59 p.m.~~12:01 a.m. Eastern Time on May ~~1, 2020,~~2, 2022, the common shares in your Eversource 401(k) Plan or Savings Plan for Employees of Aquarion Water Company account will be voted by the plan trustee in the same proportion as the votes cast by participants in the plan.

WHAT CONSTITUTES A QUORUM AND HOW ARE VOTES COUNTED?

To conduct business at the Annual Meeting, a quorum consisting of a majority of all common shares issued and outstanding and entitled to vote must be present in person or represented by proxy.

Representatives of Computershare Investor Services (Computershare), the ~~Company's~~Company’s Registrar and Transfer Agent, will count the votes. In determining whether we have a quorum, Computershare counts all properly submitted proxies and ballots as present and entitled to vote. Because the election of each Trustee requires the affirmative vote of at least a majority of the common shares outstanding and entitled to vote at the Annual Meeting, broker non-votes, votes against and abstentions with respect to a particular Trustee nominee will have the same effect as a vote against such Trustee nominee. Broker non-votes, abstentions and votes against are not considered votes cast and will not affect the advisory Say-on-Pay item. Abstentions are not considered votes cast and will not be counted for or against the item to ratify the selection of Deloitte & Touche LLP.

WHAT ARE BROKER NON-VOTES?

Broker non-votes occur when brokers holding shares on behalf of beneficial owners do not receive voting instructions from the beneficial holders. If a broker does not have instructions and is barred by law or applicable rules from exercising its discretionary voting authority in the particular matter, then the shares will not be voted on the matter, resulting in a ~~"broker~~“broker non-vote."” For our Annual Meeting, this means that absent voting instructions, brokers are not permitted to vote on the election of Trustees or the non-binding advisory ~~"Say-on-Pay"~~“Say-on-Pay” item. If your shares are held by a broker and you wish to vote on those items, you should complete the voting instruction card you receive from the broker or

request one from the broker as necessary. You will also be able to vote these shares by Internet or telephone. A broker may vote on the ratification of the selection of our independent registered public accounting firm if the shareholder does not give instructions.

~~2020 Proxy Statement~~ 69

~~Table of Contents~~

Q:

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR PROXY CARD?

If you receive more than one Notice of Internet Availability of Proxy Materials and proxy card, then you have multiple accounts in which you own common shares. Please follow all instructions to ensure that all of your shares are voted. In addition, for your convenience and to reduce costs, we recommend that you contact your broker, bank or our transfer agent to consolidate as many accounts as possible under a single name and address. If you have any questions concerning common shares you hold in your name, including address changes, name changes, requests to transfer shares and similar issues, you may contact our transfer agent, Computershare Investor Services, by mail at P. O. Box 505005, Louisville, Kentucky 40233-5005, by telephone at (800) 999-7269, or on the Internet at www.computershare.com/~~investors.~~

investor.

HOW CAN I CHANGE MY VOTE?

Your ~~presence at~~participation during the Annual Meeting will not automatically revoke your proxy. You may, however, revoke a proxy and change your vote at any time before the polls close at the Annual Meeting by:

•

•

Delivering either a written notice of revocation of the proxy or a duly executed proxy bearing a later date to:

James W. Hunt, III
Executive Vice President and Secretary

~~Richard J. Morrison~~
~~Secretary~~
Eversource Energy
800 Boylston Street, 17th Floor
Boston, Massachusetts 02199-7050;

•

Re-voting on the Internet or by telephone ~~until 11:59 p.m.~~before 10:30 a.m., Eastern Time on May ~~5, 2020;~~4, 2022, if you are not attending the meeting; or

•

~~Attending~~

Voting electronically during the Annual ~~Meeting and voting in person.~~

Meeting.

If you are a participant in the Eversource 401(k) Plan or the Savings Plan for Employees of Aquarion Water Company, you may revoke your proxy card and change your vote by re-voting on the Internet or by telephone until ~~11:59 p.m.~~12:01 a.m. Eastern Time on May ~~1, 2020.~~

2, 2022.

2022 Proxy Statement 79

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WHO PAYS THE COST OF SOLICITING THE PROXIES REQUESTED?

Eversource Energy will bear the cost of soliciting proxies on behalf of the Board of Trustees. In addition to the use of the mails, proxies may be solicited by telephone or electronic mail by officers or employees of Eversource Energy or its service company affiliate, Eversource Energy Service Company, who will not be specially compensated for such activities, and by employees of Computershare,

our transfer agent and registrar. We have also retained D.F. King & Co., Inc., a professional proxy soliciting firm, to assist in the solicitation of proxies for a fee of $9,500, plus reimbursement of certain out-of-pocket expenses. We will request persons, firms and other companies holding common shares in their names or in the name of their nominees, which are beneficially owned by others as of March ~~11, 2020,~~9, 2022, to send proxy materials to and obtain voting instructions from the beneficial owners, and we will reimburse those holders for any reasonable expenses that they incur.

7080 ~~2020~~2022 Proxy Statement

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~~MMMMMMMMMMMM C123456789 000000000.000000~~0002CSNCB56

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EVERSOURCE VOTE ENERGY C123456789000004ENDORSEMENT_LINE SACKPACK MR A SAMPLE000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ~~ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your~~extYour vote matters – here’s how to vote!You may vote online or by phone instead of mailing this ~~card. Votes submitted electronically must be received by MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 May 5, 2020 at 11:59 P.M., Eastern time. Votes submitted by~~card.Votes from participants in the Eversource ~~Energy 401k plan~~401K Plan or the Savings Plan for Employees of Aquarion Water Company must be received by May ~~1, 2020~~2, 2022, at ~~11.59 P.M.~~12:01 a.m., Eastern ~~time. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/~~Time.OnlineGo to www.envisionreports.com/ES ~~delete QR code and control #~~ or scan the QR code — login details are located in the shaded bar ~~below. Phone Call~~belowPhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and ~~Canada Save~~CanadaSave paper, time and money!Sign up for electronic delivery ~~at www.envisionreports.com/ES Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF~~atwww.envisionreports.com/ES2022 Annual Meeting Proxy Card1234 5678 9012 345IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. q + 1.~~ENVELOPEAItems — The Board of Trustees recommends a vote FOR all nominees and FOR Items 2 and 3.1. Election of Trustees: ~~For Against Abstain For Against Abstain For Against Abstain 01~~ForAgainst AbstainForAgainst AbstainForAgainstAbstain01 - Cotton M. ~~Cleveland 02~~Cleveland02 - James S. ~~DiStasio 03~~DiStasio03 - Francis A. ~~Doyle 04~~Doyle050604 - Linda Dorcena ~~Forry 05 -~~Forry- Gregory M. Jones- James J. ~~Judge 06~~Judge080907 - John Y. ~~Kim 07 -~~Kim- Kenneth R. ~~Leibler 08 -~~Leibler- David H. ~~Long 09~~Long10 - Joseph R. Nolan, Jr.11 - William C. Van ~~Faasen 10~~Faasen12 - Frederica M. ~~Williams For Against Abstain 2.~~WilliamsForAgainst AbstainForAgainstAbstain2 Consider an advisory proposal approving the compensation of our Named Executive ~~Officers. 3.~~Officers.3 Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2020.~~2022.4 To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.BAuthorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appear(s) above. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full ~~title. Date~~title.Date (mm/dd/yyyy) — Please print date ~~below. Signature~~below.Signature 1 — Please keep signature within the ~~box. Signature~~box.Signature 2 — Please keep signature within the ~~box. C 1234567890 J N T MR~~box.MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ~~AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR~~ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890J N T1 P C F ~~4 4 8 9~~5 3 9 03818C MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Items — The Board of Trustees recommends a vote FOR all nominees and FOR Items3 2 ~~and 3. 2020 Annual Meeting Proxy Card1234 5678 9012 345~~5 5

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You can access your account ~~online. You~~online.You can access your registered shareholder information on the following secure Internet site: http://www.computershare.com/~~investor.~~ investorStep 1: Register (1st time users only)Step 3: View your account details and perform multiple transactions, such as: ~~Step 1: Register (1st time users only)~~ Click on ~~“Create Login”~~“Register” and follow the instructions.• View account ~~balances •~~balances• Change your address• View transaction ~~history • View payment history • View common share quotes • Change your address •~~history• View electronic shareholder ~~communications • Buy or sell shares • Check replacements Step~~communicationsStep 2: Log In (Returning users) ~~Click~~• View payment history• Buy or sell sharesClick “Login” and follow the instructions. If• View common share quotes• Request check replacementsIf you are not an Internet user and wish to contact Computershare, you may use one of the following methods:Call: ~~1-800-999-7269 Write:~~1-800-999-7269Write: Computershare Investor Services, P. O. Box 505005, Louisville, KY ~~40233-5005 Important~~40233-5005The 2022 Annual Meeting of Shareholders of Eversource Energy will be held onWednesday, May 4, 2022 at 10:30 A.M., Eastern Time, virtually via the internet at www.meetnow.global/M6HP2VA.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Important notice regarding the Internet availability of proxy materials for the Annual Meeting of ~~Shareholders The~~ShareholdersThe proxy statement and ~~2019~~2021 Annual Report to shareholders are available at www.envisionreports.com/~~ES q IF~~ESSmall steps make an impact.Help the environment by consenting to receive electronic delivery; sign up at www.envisionreports.com/ESIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE. q + Annual~~ENVELOPEProxy/Vote Authorization Form – EVERSOURCE ENERGYAnnual Meeting of Shareholders May ~~6, 2020 Proxy/~~4, 2022Proxy/Vote Authorization Form is Solicited by the Board of Trustees of the ~~Company The~~CompanyThe undersigned appoints James J. Judge and Gregory B. Butler, and each of them, proxies of the undersigned, with power to act without the other and full power of substitution, to act for and to vote all common shares of Eversource Energy that the undersigned would be entitled to cast if present in person at the ~~2020~~2022 Annual Meeting of Shareholders to be held on May ~~6, 2020,~~4, 2022, and at any postponement or adjournment thereof, upon the matters indicated on the reverse side of this ~~card. This~~card.This card also constitutes voting instructions for participants in the Eversource ~~Energy 401k Plan.~~401K Plan and the Savings Plan for Employees of Aquarion Water Company. The undersigned hereby directs the applicable trustee to vote all common shares credited to the undersigned’s account at the Annual Meeting and any adjournment ~~thereof. THIS~~thereof.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, THE PROXIES WILL VOTE YOUR COMMON SHARES CONSISTENT WITH THE RECOMMENDATIONS OF OUR BOARD OF ~~TRUSTEES. (Items~~TRUSTEES AND IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.(Items to be voted appear on reverse side) ~~Change~~CNon-Voting ItemsChange of Address — Please print new address ~~below. Comments~~below.Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. + C Non-Voting Items Proxy/Vote Authorization Form – EVERSOURCE ENERGY Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ES


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o		~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


~~Eversource Energy~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
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	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	~~(4)~~	~~Date Filed:~~

	DATE:		Wednesday, May 4, 2022
~~DATE:~~	TIME:	~~Wednesday, May 6, 2020~~	10:30 a.m. Eastern Time
~~TIME:~~	PLACE:	~~10:30 a.m.~~
~~PLACE:~~		~~Sheraton Boston Hotel, 39 Dalton Street, Boston, Massachusetts 02199~~Online at: www.meetnow.global/M6HP2VA


Annual Meeting of Shareholders
Time and Date:
	~~Annual Meeting of Shareholders~~
	~~Time and Date:~~	10:30 a.m., Eastern Time, on Wednesday, May ~~6, 2020~~4, 2022
	~~Location:~~	~~Sheraton Boston Hotel~~ ~~39 Dalton Street, Boston, Massachusetts~~
	~~Record Date:~~	~~March 11, 2020~~
		Location:	Online at: http://www.meetnow.global/M6HP2VA Enter the 15-digit control number on the Proxy Card
Record Date:		March 9, 2022


		~~By Order of the Board of Trustees,~~

		~~Richard J. Morrison~~ ~~Secretary~~


~~INFORMATION SUMMARY~~		1

~~2019 PERFORMANCE HIGHLIGHTS~~		1
		Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be held on May 4, 2022. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 4, 2022 and the 2021 Annual Report are available on the Internet at www.envisionreports.com/ES

~~Corporate Governance Highlights~~	Information Summary	2
~~Executive Compensation Highlights~~		2
~~VOTING ITEMS AND BOARD RECOMMENDATIONS~~		3

~~INTRODUCTION~~		51

~~ITEM 1: ELECTION OF TRUSTEES~~		6
	2021 Performance Highlights
~~GOVERNANCE OF EVERSOURCE ENERGY~~		12
				1
	~~Board's~~Corporate Governance Highlights					2
	Executive Compensation Governance Highlights					2
	Voting Items and Board Recommendations					3
	Introduction					5
	Item 1: Election of Trustees					6
	Governance of Eversource Energy					13
	Board’s Leadership Structure					1213
	Selection of Trustees					1213
	Trustee Qualifications, Skills and Experience					1314
	Evaluation of Board and Board Refreshment					1516
	Board Committees and Responsibilities					1617
	Compensation Committee Interlocks and Insider Participation					1920
	Meetings of the Board and its Committees					1920
	~~Board's~~Board’s Oversight of Risk					20
	Cyber and Physical Security Risk					2122
	~~Eversource~~ Sustainability/~~ESG~~ESG/Climate Risk					22	21
	Shareholder Engagement					2428
	Political Activity					29
	Trustee Independence					2530
	Related Person Transactions					2530
	The Code of Ethics and the Code of Business Conduct					2631
	Communications from Shareholders and Other ~~Interest~~Interested Parties		26
~~SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~		27

~~COMMON SHARE OWNERSHIP OF TRUSTEES AND MANAGEMENT~~		28

~~TRUSTEE COMPENSATION~~		29

~~COMPENSATION DISCUSSION AND ANALYSIS~~		31

	Securities Ownership of Certain Beneficial Owners					32
	Common Share Ownership of Trustees and Management					33
	Trustee Compensation					34
	Compensation Discussion and Analysis					36
	Summary of ~~2019~~2021 Accomplishments					3136
	Pay for Performance Philosophy					3440
~~Summary Compensation Table Versus Realized Pay Comparison — James J. Judge — CEO~~		34
Executive Compensation Governance					3541
	Named Executive Officers					3541
	Overview of ~~our~~Our Compensation Program					3642
	Market Analysis					3743
	Mix of Compensation Elements					3843
	Changes to 2021 Long-Term Incentive Program					44
	Results of Our ~~2019~~2021 Say-on-Pay Vote					3945
	Elements of ~~2019~~2021 Compensation					3945
	Risk Analysis of Executive Compensation Program					3945


	Long-Term Incentive Program			4653
	Clawbacks			4856
	No Hedging and No Pledging Policy			4856
	Share Ownership Guidelines and Retention Requirements		49
~~Other Benefits~~		49
~~Contractual Agreements~~		50
~~Tax and Accounting Considerations~~		50
~~Equity Grant Practices~~		51
~~COMPENSATION COMMITTEE REPORT~~		51

~~EXECUTIVE COMPENSATION~~			5256

	Other Benefits			57
	Contractual Agreements			58
	Tax and Accounting Considerations			58
	Equity Grant Practices			58
	Compensation Committee Report			58
	Executive Compensation			59
	Summary Compensation Table			5259
	Grants of Plan-Based Awards During ~~2019~~2021			61	54
	Outstanding Equity Grants at December 31, ~~2019~~2021			62	55
	Option Exercises and Stock Vested in ~~2019~~2021			63	56
	Pension Benefits in ~~2019~~2021			63	56
	Nonqualified Deferred Compensation in ~~2019~~2021			65	58
	Potential Payments Upon Termination or Change in Control		58
~~Pay Ratio~~		61
~~ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~		62

~~ITEM 3: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		64
			65
	Pay Ratio			69
	Exhibit A			70
	Item 2: Advisory Vote on Executive Compensation			71
	Item 3: Ratification of the Selection of the Independent Registered Public Accounting Firm			73
	Relationship with Principal Independent Registered Public Accounting Firm			6473
	Report of the Audit Committee		65
~~OTHER MATTERS~~		67

~~SHAREHOLDER PROPOSALS~~			6774

	~~2019 ANNUAL REPORT AND ANNUAL REPORT ON FORM 10-K~~Other Matters		67

	~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING~~76		68
	Shareholder Proposals			76
	2021 Annual Report and Annual Report on Form 10-K			76
	Questions and Answers About the Annual Meeting and Voting			77

				Board Committees

Trustee	Age	Trustee Since	Independent	Audit	Compensation	Corporate Governance	Executive	Finance

Cotton M. Cleveland	67	1992	Y			M		M
James S. DiStasio	72	2012	Y		M		M	C
Francis A. Doyle	71	2012	Y	C		M	M
Linda Dorcena Forry	46	2018	Y			M		M
James J. Judge	64	2016	N				C
John Y. Kim	59	2018	Y	M	M
Kenneth R. Leibler	71	2006	Y	M				M
David H. Long	59	2019	Y		M	M
William C. Van Faasen	71	2012	Y	M	C		M
Frederica M. Williams	61	2012	Y	M				M

Name and Address of Beneficial Owner


The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355	41,297,460	⁽¹⁾	12.75%	⁽¹⁾
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	28,850,036	⁽²⁾	8.9%	⁽²⁾
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111	18,246,048	⁽³⁾	5.64%	⁽³⁾


Trustee	Fees Earned Or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)

Cotton M. Cleveland	115,000	138,464.85	253,464.85
Sanford Cloud, Jr.	160,000	138,464.85	298,464.85
James S. DiStasio	130,000	138,464.85	268,464.85
Francis A. Doyle	135,000	138,464.85	273,464.85
Linda Dorcena Forry	115,000	138,464.85	253,464.85
John Y. Kim	115,000	138,464.85	253,464.85
Kenneth R. Leibler	115,000	138,464.85	253,464.85
David H. Long	86,250	91,068.11	177,318.11
William C. Van Faasen	130,000	138,464.85	268,464.85
Frederica M. Williams	115,000	138,464.85	253,464.85
Dennis R. Wraase⁽³⁾	57,500	138,464.85	195,964.85

Total Shareholder Return


Eversource	34.4	%	68.7	%	85.8	%	356.7	%
EEI Index	25.8	%	46.7	%	64.4	%	214.0	%
S&P 500	31.5	%	53.2	%	73.9	%	256.7	%

	Percentage of TDC at Target

							Long-Term Incentives
Named Executive Officer (NEO)	Base Salary			Annual Incentive⁽¹⁾			Performance Shares⁽¹⁾			RSUs⁽²⁾			TDC

James J. Judge		15	%		17	%		34	%		34	%		100%
Philip J. Lembo		26	%		20	%		27	%		27	%		100%
Werner J. Schweiger		26	%		20	%		27	%		27	%		100%
Leon J. Olivier		26	%		20	%		27	%		27	%		100%
Gregory B. Butler		29	%		19	%		26	%		26	%		100%
NEO average, excluding CEO		27	%		20	%		27	%		27	%		100%



Three-Year	Three-Year Relative Total Shareholder Return Percentiles

Average EPS Growth	Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th

9%	110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
8%	100%	110%	120%	130%	140%	150%	160%	170%	180%	190%
7%	90%	100%	110%	120%	130%	140%	150%	160%	170%	180%
6%	80%	90%	100%	110%	120%	130%	140%	150%	160%	170%
5%	70%	80%	90%	100%	110%	120%	130%	140%	150%	160%
4%	60%	70%	80%	90%	100%	110%	120%	130%	140%	150%
3%	40%	50%	70%	80%	90%	100%	110%	120%	130%	140%
2%	20%	40%	60%	70%	80%	90%	100%	110%	120%	130%
1%	—	10%	40%	60%	70%	80%	90%	100%	110%	120%
0%	—	—	20%	30%	50%	70%	80%	90%	100%	110%
Below 0%	—	—	—	—	10%	20%	30%	40%	50%	60%

Named Executive Officer


James J. Judge	48,912	46,249
Philip J. Lembo	10,682	10,103
Werner J. Schweiger	10,845	10,103
Leon J. Olivier	11,498	10,542
Gregory B. Butler	8,410	8,328

	RSU Grants

Named Executive Officer	2017		2018		2019
	��
James J. Judge		48,259		48,912		46,249
Philip J. Lembo		11,520		10,682		10,103
Werner J. Schweiger		11,703		10,845		10,103
Leon J. Olivier		12,526		11,498		10,542
Gregory B. Butler		9,052		8,410		8,328

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards⁽¹⁾

															All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾

James J. Judge
Annual Incentive⁽⁴⁾		02/06/19	$	798,000	$	1,596,000	$	3,192,000	$	—		—		—		—	$	—
Long-Term Incentive⁽⁵⁾		02/06/19		—		—		—		—		46,249		92,498		46,249		6,676,043
Philip J. Lembo
Annual Incentive⁽⁴⁾		02/06/19		259,000		518,000		1,036,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/06/19		—		—		—		—		10,103		20,206		10,103		1,458,368
Werner J. Schweiger
Annual Incentive⁽⁴⁾		02/06/19		272,000		544,000		1,088,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/06/19		—		—		—		—		10,103		20,206		10,103		1,458,368
Leon J. Olivier
Annual Incentive⁽⁴⁾		02/06/19		270,000		540,000		1,080,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/06/19		—		—		—		—		10,542		21,084		10,542		1,521,738
Gregory B. Butler
Annual Incentive⁽⁴⁾		02/06/19		211,500		423,000		846,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/06/19		—		—		—		—		8,328		16,656		8,328		1,202,147

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards(1)								All Other Stock Awards: Number of Shares of Stock or Units (#)(2)			Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold ($)		Target (#)			Maximum (#)						Grant Date Fair Value of Stock and Option Awards ($)(3)
Joseph R. Nolan, Jr.
Annual Incentive(4)		02/08/21		$	660,000		$	1,320,000		$	2,640,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—		$	11,832		$	23,664		$	3,944		$	1,441,650
Philip J. Lembo
Annual Incentive(4)		02/08/21			288,000			576,000			1,152,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—			13,416			26,832			4,472			1,634,650
Werner J. Schweiger
Annual Incentive(4)		02/08/21			308,000			616,000			1,232,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—			14,348			28,696			4,782			1,748,151
Gregory B. Butler
Annual Incentive(4)		02/08/21			234,500			469,000			938,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—			10,215			20,430			3,404			1,244,544
Christine M. Carmody
Annual Incentive(4)		02/08/21			189,500			379,000			758,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—			8,250			16,500			2,749			1,005,122
James J. Judge
Annual Incentive(4)		02/08/21			702,000			1,404,000			2,808,000		—			—			—			—			—
Long-Term Incentive(5)		02/08/21			—			—			—		—			55,697			111,394			18,566			6,786,337

	Stock Awards⁽¹⁾

Name	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁵⁾

James J. Judge		99,770		8,487,360		152,329		12,958,613
Philip J. Lembo		22,150		1,884,309		34,344		2,921,677
Werner J. Schweiger		22,332		1,899,750		34,718		2,953,457
Leon J. Olivier		23,547		2,003,138		36,764		3,127,521
Gregory B. Butler		17,817		1,515,696		27,404		2,331,273

	Stock Awards(1)
Name	Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Joseph R. Nolan, Jr.		12,186		1,108,723		28,505		2,593,391
Philip J. Lembo		14,346		1,305,186		33,906		3,084,761
Werner J. Schweiger		15,088		1,372,677		35,499		3,229,707
Gregory B. Butler		11,152		1,014,649		26,507		2,411,585
Christine M. Carmody		9,007		819,483		21,409		1,947,763
James J. Judge		61,116		5,560,302		145,440		13,232,101

	Stock Awards

Name	Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting⁽²⁾

James J. Judge		50,820	$	3,564,592
Philip J. Lembo		10,359		726,490
Werner J. Schweiger		24,432		1,714,758
Leon J. Olivier		26,074		1,830,004
Gregory B. Butler		17,028		1,195,032

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting(2)
Joseph R. Nolan, Jr.		21,278		$	1,746,677
Philip J. Lembo		28,587			2,344,154
Werner J. Schweiger		29,129			2,388,932
Gregory B. Butler		23,370			1,919,091
Christine M. Carmody		18,366			1,506,058
James J. Judge		129,625			10,625,440

Name


James J. Judge	16,816	17,152	16,852	—
Philip J. Lembo	2,584	4,095	3,680	—
Werner J. Schweiger	16,536	4,160	3,736	—
Leon J. Olivier	17,661	4,452	3,961	—
Gregory B. Butler	10,914	3,217	2,897	—

Name	Plan Name		Present Value of Accumulated Benefits		During Last Fiscal Year


James J. Judge	Retirement Plan (QP)	42.33	$	2,913,187	$	—
	Supplemental Plan (SERP)	20.00		14,755,642		—
	Supplemental Plan (PEP)	42.33		15,719,167		—
Philip J. Lembo	Retirement Plan (QP)	36.17		1,336,500		—
	Supplemental Plan (PEP)	36.17		5,208,302		—
Werner J. Schweiger	Retirement Plan (QP)	17.83		599,033		—
	Supplemental Plan (SERP)	17.83		2,512,305		—
	Contractual Agreement	17.00		8,131,823		—
Leon J. Olivier (1)	Retirement Plan (QP)	20.83		909,499		—
	Supplemental Plan (SERP)	18.33		7,075,844		—
	Contractual Agreement	31.27		1,142,882		105,966
Gregory B. Butler	Retirement Plan (QP)	23.00		1,425,654		—
	Supplemental Plan (SERP)	23.00		5,674,956		—
	Contractual Agreement	23.00		4,558,338		—

Name	Executive Contributions in Last FY⁽¹⁾		Registrant Contributions in Last FY		Aggregate Earnings in in Last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE⁽²⁾


James J. Judge	$	—	$	—	$	2,066,717	$	—	$	8,110,416
Philip J. Lembo		—		—		306,112		—		1,615,523
Werner J. Schweiger		—		—		3,615,557				19,806,849
Leon J. Olivier		178,990		—		1,735,008		—		6,547,831
Gregory B. Butler		—		—		6,309		—		27,503

Name	Executive Contributions in Last FY			Registrant Contributions in Last FY			Aggregate Earnings in in Last FY			Aggregate Withdrawals/ Distributions			Aggregate Balance at Last FYE(1)
Joseph R. Nolan, Jr.		$	—		$	—		$	986,034		$	—		$	8,205,292
Philip J. Lembo			—			—			242,688			—			2,086,943
Werner J. Schweiger			—			—			3,199,325			—			26,305,514
Gregory B. Butler			—			—			2,476			—			31,877
Christine M. Carmody			—			—			251,156			—			1,689,205
James J. Judge			—			—			730,217			—			9,226,321

	Type of Payments	Voluntary Termination		Involuntary Termination Not for Cause		Termination Upon Death or Disability		Termination Following a Change in Control


James J. Judge	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	1,596,000
	Performance Shares⁽²⁾		8,792,108		8,792,108		8,792,108		12,958,613
	RSUs⁽³⁾		3,974,005		3,974,005		3,974,005		8,487,360
	Special Retirement Benefit⁽⁴⁾		—		—		—		6,997,917
	Health and Welfare Benefits⁽⁵⁾		—		—		—		96,289
	Perquisites⁽⁶⁾		—		—		—		15,000
	Excise Tax and Gross-ups⁽⁷⁾		—		—		—		10,506,837
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		11,280,000

	Total	$	12,766,113	$	12,766,113	$	12,766,113	$	51,938,017

Philip J. Lembo	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	518,000
	Performance Shares⁽²⁾		2,011,593		2,011,593		2,011,593		2,921,677
	RSUs⁽³⁾		895,955		895,955		895,955		1,884,309
	Special Retirement Benefit⁽⁴⁾		—		—		—		2,345,917
	Health and Welfare Benefits⁽⁵⁾		—		—		—		42,810
	Perquisites⁽⁶⁾		—		—		—		10,000
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		2,910,000

	Total	$	2,907,549	$	2,907,549	$	2,907,549	$	10,632,713

Werner J. Schweiger	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	544,000
	Performance Shares⁽²⁾		2,038,514		2,038,514		2,038,514		2,953,457
	RSUs⁽³⁾		905,673		905,673		905,673		1,899,750
	Special Retirement Benefit⁽⁴⁾		—		—		—		6,046,821
	Health and Welfare Benefits⁽⁵⁾		—		—		—		80,083
	Perquisites⁽⁶⁾						—		15,000
	Excise Tax and Gross-ups⁽⁷⁾								1,954,855
	Separation Payments for Liquidated Damages⁽⁸⁾								4,620,000

	Total	$	2,944,188	$	2,944,188	$	2,944,188	$	18,113,966

Gregory B. Butler	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	423,000
	Performance Shares⁽²⁾		1,592,867		1,592,867		1,592,867		2,331,273
	RSUs⁽³⁾		714,953		714,953		714,953		1,515,696
	Special Retirement Benefit⁽⁴⁾		—		5,572,153		—		5,572,153
	Health and Welfare Benefits⁽⁵⁾		—		22,404		—		33,607
	Perquisites⁽⁶⁾		—		10,000		—		15,000
	Excise Tax and Gross-Ups⁽⁷⁾		—		2,818,443		—		2,818,443
	Separation Payment for Liquidated Damages⁽⁸⁾		—		1,073,000		—		1,073,000
	Separation Payment for Non-Compete Agreement⁽⁹⁾		—		1,073,000		—		2,146,000

	Total	$	2,307,820	$	12,876,820	$	2,307,820	$	15,928,172