Dear Fellow Shareholders:

On behalf of the Board of Trustees and employees of Eversource Energy, it is my pleasure to invite you to attend the virtual May 5, 2021 Annual Meeting of Shareholders of Eversource Energy. You can find additional information on how to participate in the Annual Meeting starting on the next page.

I would first like to tell you how proud I am of what our team achieved in 2020 on behalf of our customers, communities, and investors under difficult circumstances. Eversource’s more than 9,000 employees faced unprecedented challenges from the global COVID-19 pandemic, responding to numerous storms and emergencies, advancing our clean energy and carbon neutrality goals, working to complete a strategic acquisition, and delivering strong financial results for our shareholders. As an essential service provider, Eversource plans for major disruptions and was ready to respond. We moved quickly to remote work, adopted new safety protocols for field-based employees and coordinated closely with our communities to perform our essential work. We proactively stopped customer disconnections for non-payment, established flexible payment plans, and set up a dedicated team to help small business customers apply for federal assistance.

TABLE OF CONTENTS

~~Table~~Item 1: Election of ~~Contents~~Trustees

~~Item 1: Election of Trustees~~

Our Board of Trustees oversees the business affairs and management of Eversource Energy. The Board currently consists of ~~ten~~eleven Trustees, only one of whom, James J. Judge, our Chairman, President and Chief Executive Officer, is a member of management.

The Board has nominated ~~ten~~eleven Trustees for ~~reelection~~re-election at the Annual Meeting to hold office until the next Annual Meeting ~~and~~or otherwise until the succeeding Board of Trustees has been elected and until at least a majority of the succeeding Board is qualified to act. The number of Trustees was last set at 14; this provides the Board with flexibility to add Trustees when appropriate. Shareholders may vote for up to ~~ten~~eleven nominees. Unless you specify otherwise in your vote, we will vote the enclosed proxy to elect the ~~ten~~eleven nominees named on pages ~~7 - 11~~7-12 as Trustees.

We describe below and on the following pages each ~~nominee's~~nominee’s name, age, and date first elected as a ~~Trustee;~~Trustee, Committees served ~~on;~~on, and a brief summary of the ~~nominee's~~nominee’s business experience, including the ~~nominee's~~nominee’s particular qualifications, skills and experience that led the Board to conclude that the nominee should continue to

serve as a Trustee. Please see the ~~Trustees'~~Trustees’ biographies below and the sections captioned ~~"Selection~~

“Selection of ~~Trustees", "Trustees~~Trustees,” “Trustee Qualifications, Skills and ~~Experience"~~Experience” and ~~"Evaluation~~“Evaluation of the Board and Board ~~Refreshment"~~Refreshment” beginning on page ~~12.~~13. Each nominee has indicated to our Lead Trustee that ~~he or she~~they will stand for election and will serve as a Trustee if elected. The affirmative vote of the holders of a majority of the common shares outstanding as of the record date will be required to elect each nominee. This means that each nominee must receive the affirmative vote of the holders of more than ~~50%~~50 percent of the total common shares outstanding. You may either vote ~~"FOR"~~“FOR” or ~~"AGAINST"~~“AGAINST” all, some, or none of the Trustees, or you may abstain from voting. Broker non-votes and abstentions will be counted in the determination of a quorum and will have the same effect as a vote against a nominee.

~~The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.~~

The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.

6 ~~2018~~2021 Proxy Statement

TABLE OF CONTENTS

~~Table~~Item 1: Election of ~~Contents~~Trustees

~~ITEM 1: ELECTION OF TRUSTEES~~

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Cotton M. Cleveland

Age: 68

~~Age: 65~~
Trustee since 1992
Committees: Executive, Finance, and ~~Corporate~~ Governance, Environmental and Social Responsibility

BACKGROUND

Ms. Cleveland is President of Mather Associates, a firm specializing in leadership and organizational development for business, public and nonprofit organizations. She is a member of the Advisory Board of Directors of Main Street America Holdings, Inc., a director of ~~The National Grange Mutual Insurance Company and~~ Ledyard National Bank, and was the founding Executive Director of the state-wide Leadership New Hampshire program. She has served on the Board of Directors of the Bank of Ireland ~~from 1986 to 1996,~~ and as Interim President and Chief Executive Officer of the New Hampshire ~~Women's Foundation for 2016. She was elected and served as the Moderator of the Town of New London, New Hampshire and The New London/Springfield Water Precinct from 2000 to 2010.~~Women’s Foundation. Ms. Cleveland has also served as Chair, Vice Chair and a member of the Board of Trustees of the University System of New Hampshire, as Co-Chair of the ~~Governor's~~Governor’s Commission on New Hampshire in the 21st Century, and as an incorporator for the New Hampshire Charitable Foundation. Ms. Cleveland received a B.S. degree magna cum laude from the University of New Hampshire, Whittemore School of Business and Economics. She is a certified and practicing Court Appointed Special Advocate/Guardian ad Litem (CASA/GAL) volunteer for abused and neglected children.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Ms. Cleveland founded and serves as President of her own consulting firm. She has experience serving on the boards of directors of numerous companies. She also benefits from her policy-making level experience in education at the university level as the Chair, Vice Chair and member of the Board of Trustees of the University System of New Hampshire. In addition, she has policy-making level experience in financial and capital markets as a result of her service as a director of Ledyard National Bank and Bank of Ireland. Her ties to the State of New Hampshire also provide the Board with valuable perspective. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Cleveland should continue to serve as a Trustee.

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James S. DiStasio

~~Sanford Cloud, Jr.~~

Age: 73
~~Lead~~ Trustee since 2012
~~Trustee since 2000~~
~~Committees: Compensation, Corporate Governance and Executive~~

~~BACKGROUND~~

Mr. Cloud has been Chairman and Chief Executive Officer of The Cloud Company, LLC, a real estate development and business investment firm, since 2005. Mr. Cloud served as past President and Chief Executive Officer of the National Conference for Community and Justice from 1994 to 2004, was a former partner at the law firm of Robinson and Cole from 1993 to 1994, and served for two terms as a state senator of Connecticut. He was Vice President of Corporate Public Involvement and Executive Director of the Aetna Foundation from 1986 to 1992 and has served as Chairman of the Connecticut Health Foundation and continues as a member of its Board. Mr. Cloud served as a director of The Phoenix Companies, Inc. from 2001 to 2016 and is currently a director of Ironwood Mezzanine Fund, L.P. He is also a director of the MetroHartford Alliance, Inc. and the University of Connecticut Health Center. In addition, Mr. Cloud is a member of the Board of Trustees of the University of Connecticut and serves as director of its Thomas J. Dodd Center for Human Rights. Mr. Cloud received a B.A. degree from Howard University, a J.D. degree cum laude from the Howard University Law School, and an M.A. degree in Religious Studies from the Hartford Seminary.

~~QUALIFICATIONS, SKILLS AND EXPERIENCE~~

Mr. Cloud has significant policy-making level experience in business and financial affairs as a business executive and as a director of several publicly-traded and privately-held companies. He provides the Board with great benefits from his experience as a law firm partner and Connecticut state senator and through his significant ties and service to the City of Hartford and the State of Connecticut. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Cloud should continue to serve as a Trustee.

~~2018 Proxy Statement~~ 7

~~Table of Contents~~

~~ITEM 1: ELECTION OF TRUSTEES~~

~~James S. DiStasio~~

~~Age: 70~~
~~Trustee since 2012~~
Committees: Compensation, Executive, and Finance

BACKGROUND

Mr. DiStasio served as Senior Vice Chairman and Americas Chief Operating Officer at Ernst & Young, a registered public accounting firm, from 2003 until his retirement in 2007. Mr. DiStasio joined Ernst & Young in 1969 and became a partner in 1977. He served as a director of EMC Corporation from 2010 until its sale to Dell Technologies, Inc. in 2016. He ~~served as a trustee of NSTAR from 2009 until 2012. He~~ has served as a director of the United Way of Massachusetts Bay and Merrimack Valley and as trustee ~~of each~~ of Catholic Charities of Boston, the Boston Public Library Foundation and the Wang Center for the Performing Arts. Mr. DiStasio received a B.S. degree in Accounting from the University of Illinois at Chicago.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. DiStasio has significant experience overseeing the accounting and financial reporting processes of major public companies, derived from his service as a senior executive at one of the largest public accounting firms in the world. In his position as Senior Vice Chairman and Americas Chief Operating Officer, Mr. DiStasio also acquired important management and leadership skills that provide additional value and support to the Board. He has served on several boards of for-profit and non-profit companies and their committees. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. DiStasio should continue to serve as a Trustee.

2021 Proxy Statement 7

TABLE OF CONTENTS

Item 1: Election of Trustees

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Francis A. Doyle

Age: 72

~~Age: 69~~
Trustee since 2012
Committees: Audit, ~~Corporate Governance~~Compensation, and Executive

BACKGROUND

Mr. Doyle ~~has served as President~~is the Chairman and Chief Executive Officer of Connell Limited Partnership, where he has served as CEO since 2001, and whose businesses produce ~~components and related supplies~~parts for the automotive, power, mining, appliance, farm equipment and supply machinery to the warehouse automation and medical and food packaging ~~industries, since 2001.~~industries. Prior to ~~that,~~2001, he was Vice Chairman of PricewaterhouseCoopers LLP, where he was Global Technology Leader and a member of the ~~firm's~~firm’s Global Leadership ~~Team.~~Team, having served in various capacities during his 29 years with the firm, including Office and Regional Managing Partner, Mergers & Acquisition Managing Partner and Engagement Partner on significant publicly traded companies. He has served as lead director and chairman of the audit committee and a member of the executive and compensation committees of Tempur Sealy International, Inc. He is a member of the Board and has served as chairman of the audit committee and as a member of the executive committee, and is a current member of the audit, nominating and governance, ~~committee~~investment, and ~~investment committee~~joint risk and audit committees of Liberty Mutual Holding Company, Inc. ~~(policyholder owned) since 2003.~~ Mr. Doyle has also served as a director of Citizens Financial Group, where he was a member of the executive committee and chaired the compensation committee, as a trustee of the Joslin Diabetes Center, where he chaired the finance committee, and as a trustee of Boston College. Mr. Doyle is a certified public accountant and holds a B.S. degree and an M.B.A. degree from Boston College.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Doyle has significant mergers and acquisition, financial, accounting, ~~and~~ financial reporting and technology risk management experience and an in-depth understanding of finance and capital markets derived through his years at PricewaterhouseCoopers LLP. He also has extensive senior management experience as the ~~President and~~ Chief Executive Officer of a global ~~manufacturer.~~industrial company. Mr. Doyle has served on the boards of directors of ~~several~~public and private companies and on various committees of those boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Doyle should continue to serve as a Trustee.

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Linda Dorcena Forry

Age: 47
Trustee since 2018
Committees: Finance and Governance, Environmental and Social Responsibility

BACKGROUND

Ms. Forry has served as Vice President of Diversity, Inclusion and Community Relations, Northeast Region, of Suffolk Construction since 2018. Ms. Forry served in the Massachusetts House of Representatives from 2005 to 2013 and Massachusetts Senate from 2014 to 2018, where she was appointed Assistant Majority Whip in 2017. She also served on the Executive Staff of the Department of Neighborhood Development for the City of Boston and as a Legislative Assistant for the Massachusetts State Legislature. Ms. Forry serves on numerous boards and civic organizations, including the Edward M. Kennedy Institute, John F. Kennedy Library Advisory Board, Rappaport Institute for Greater Boston at the Harvard Kennedy School of Government, Boys and Girls Club of Dorchester, and the Institute of Justice and Democracy in Haiti. Ms. Forry received her B.A. degree from Boston College Carroll School of Management in 1998 and her M.P.A. from Harvard University’s Kennedy School of Government in 2014.

QUALIFICATIONS, SKILLS AND EXPERIENCE

As Vice President of Diversity, Inclusion and Community Relations at Suffolk Construction, Ms. Forry provides her company with tools by which it can increase diversity and inclusion and maintain excellent relations between Suffolk Construction and the Northeast community. Ms. Forry also has significant policy-making level experience from her tenure in state and local government in Massachusetts. She also has experience serving on the boards of directors of several non-profit boards. Her experience and expertise provide the Board and the Company with insight into how Eversource can continue its important work in furthering diversity and inclusion in Eversource’s workplace and maintaining a close relationship with our customer communities. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Forry should continue to serve as a Trustee.

8 ~~2018~~2021 Proxy Statement

TABLE OF CONTENTS

~~Table~~Item 1: Election of ~~Contents~~Trustees

~~ITEM 1: ELECTION OF TRUSTEES~~

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Gregory M. Jones

Age: 63
Trustee since 2020
Committees: Audit and Finance

BACKGROUND

Mr. Jones has served as the Vice President, Community Health and Engagement for Hartford Healthcare since 2017. In April of 2012 he established The Legacy Foundation of Hartford, Inc. and continues to serve as its Chairman. He was the Founder and Principal of the Corporate Development Group from 2008 to 2012. In 2011 he joined Tyco Fire & Security as director of North American mergers and acquisitions until 2012. Mr. Jones also serves on several charitable non-profit boards, including the Greater Hartford Community Foundation, Inc. and the Southside Institutions Neighborhood Alliance, and served on the Hartford Hospital Board of Directors from 2012 – 2017. Mr. Jones received his B.S. degree in accounting from Morgan State University, his M.P.M. from Carnegie Mellon University and his M.B.A. from the Wharton School at the University of Pennsylvania.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Jones has considerable experience in business and management, including experience in financial markets and mergers and acquisitions. In his current position as Vice President, Community Health and Engagement for Hartford Healthcare, Mr. Jones provides his company with the tools to build a bridge between healthcare providers and community members. He also has experience serving on the boards of directors of non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Jones should continue to serve as a Trustee.

James J. Judge

Age: 65

~~Age: 62~~
Trustee since 2016
Committee: Executive

BACKGROUND

Mr. Judge is Chairman, President and Chief Executive Officer of Eversource ~~Energy. He also~~Energy and is Chairman and a director of ~~The Connecticut Light~~Eversource’s wholly-owned principal subsidiaries. Mr. Judge was elected President and ~~Power Company, NSTAR Electric Company, NSTAR Gas Company, Public Service Company of New Hampshire~~Chief Executive Officer in 2016 and ~~Yankee Gas Services Company.~~was elected Chairman, President and Chief Executive Officer in 2017. Previously, Mr. Judge was Executive Vice President and Chief Financial Officer of Eversource Energy and Executive Vice President, Chief Financial Officer and a director of The Connecticut Light and Power Company, NSTAR Electric Company, NSTAR Gas Company, Public Service Company of New Hampshire and Yankee Gas Services Companyits subsidiaries from April 2012 until May 2016. Mr. Judge ~~serves~~served as a director of Analogic Corporation beginning in 2005 and as chairman of its audit ~~committee.~~committee until Analogic Corporation’s sale in 2018. He serves on the Board of Directors of the Edison Electric Institute, ~~and~~ the Massachusetts Competitive ~~Partnership.~~Partnership and the John F. Kennedy Library Foundation. He has also served on the Board of Directors of the United Way of Massachusetts Bay and Merrimack Valley. Mr. Judge received both a B.S. degree magna cum laude and an M.B.A. degree magna cum laude from Babson College.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Judge is Chairman, President and Chief Executive Officer. His extensive experience in the energy industry and diverse financial and management skills provide the necessary background to lead the Company. He is an experienced public company director and audit committee chair. He also serves our customer community through his service on and work with many non-profit boards. Mr. Judge represents management on the Board as the sole management Trustee. Since becoming Chief Executive Officer and then Chairman, he has continued the Company’s financial and operational success and has positioned Eversource as a national clean energy leader. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Judge should continue to serve as a Trustee.

2021 Proxy Statement 9

TABLE OF CONTENTS

Item 1: Election of Trustees

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John Y. Kim

Age: 60

~~Age: 57~~
Trustee since 2018
Committees: Audit and Compensation

BACKGROUND

Mr. Kim ~~has~~is the founder and Managing Partner of Brewer Lane Ventures, LLC a technology-focused venture firm. Mr. Kim had served as President of New York Life Insurance Company ~~since~~from 2015 until his retirement in 2018 and also served in a variety of other management positions at New York Life, including as the ~~company's~~company’s Chief Investment ~~Officer, since 2008.~~Officer. In February of 2021, Mr. Kim ~~served as President~~joined the Board of ~~Prudential Retirement and its predecessor CIGNA Retirement and Investment Services from 2002 to 2007 and served as the Chief Executive Officer~~Directors of ~~Aeltus Investment Management,~~Franklin Resources, Inc., a ~~subsidiary of Aetna, Inc., from 2001 to 2004.~~publicly held company. Mr. Kim serves ~~as a director~~on the board of ~~Fiserv,~~four private companies: Avibra, Inc., Ladder Financial Inc., Powerlytics, Inc., and ~~is a member of its audit committee.~~Socotra, Inc. He has served as the vice chair of the Connecticut Business and Industry Association, as a member of the MetroHartford Alliance, Inc., and as chairman of the University of Connecticut Foundation. He has also been active with the Greater Hartford Arts Council, The Hartford Stage ~~Co.,~~Company, and the Connecticut Opera Association. Mr. Kim received his B.A. degree from the University of Michigan in 1983 and his M.B.A. degree from the University of Connecticut in 1987.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Kim has more than 30 years of experience in the financial services area. His varied and comprehensive accounting, financial, technology, risk and financial reporting experience acquired at several nationally known insurance companies, including New York Life Insurance Company, Prudential Retirement, CIGNA Retirement and Investment Services and Aetna, provides the Board and its Committees with valuable insight and perspective. He also ishas been closely associated with several important Connecticut business and non-profit ~~groups. He~~groups and is an experienced public company director. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Kim should continue to serve as a Trustee.

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~~2018 Proxy Statement~~ 9

~~Table of Contents~~

~~ITEM 1: ELECTION OF TRUSTEES~~

Kenneth R. Leibler

Age: 72

~~Age: 69~~
Trustee since 2006
Committees: Audit and Finance

BACKGROUND

Mr. Leibler currently serves as ~~Vice~~ Chairman of the Board of The ~~Putman~~Putnam Mutual Funds. He has served as a trustee of The Putnam Mutual Funds since ~~2006.~~2006 and served as Vice Chairman from 2016 – 2018. He serves as Trustee Emeritus of Beth Israel Deaconess Medical Center and has served as both a trustee and as vice chairman of Beth Israel Medical ~~Center from 2009 to 2012.~~Center. He is a founding partner of the Boston Options Exchange and served as its ~~chairman from 2004 to February 2007.~~chairman. He is a past vice chairman of the Board of Directors of ISO New England, Inc., the independent operator of New ~~England's~~England’s bulk electric transmission ~~system, where he~~system. He has also served ~~until 2006. He also served~~as the Chairman and CEO of the Boston Stock Exchange, as President, Chief Operating Officer and Chief Financial Officer of the American Stock Exchange, and as a director of The Ruder Finn ~~Group from 2005 to 2010.~~Group. Mr. Leibler received a B.A. degree magna cum laude from Syracuse University.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Leibler has considerable senior executive level experience in business and management, including experience in financial markets and risk assessment, as the former Chairman of the Boston Options Exchange, former Chairman and CEO of the Boston Stock Exchange, and former President, Chief Operating Officer and Chief Financial Officer of the American Stock Exchange, as well as through his current service as ~~a Trustee~~Chairman of the Board of The Putnam Mutual Funds, where he serves on the contract, executive, nominating and investment oversight committees. He also has policy-making level experience in the electric utility industry through his service as the Vice Chairman of ISO New England. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Leibler should continue to serve as a Trustee.

10 2021 Proxy Statement

TABLE OF CONTENTS

Item 1: Election of Trustees

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David H. Long

Age: 60
Trustee since 2019
Committees: Compensation and Governance, Environmental and Social Responsibility

BACKGROUND

Mr. Long serves as the Chairman, President, Chief Executive Officer and a Director of Liberty Mutual Holding Company, Inc. He was elected President and a Director of Liberty Mutual Holding Company, Inc. in 2010, became Chief Executive Officer in 2011 and was elected Chairman in 2013. He serves on numerous boards and civic organizations, including Hartwick College, Massachusetts General Hospital, Massachusetts General Hospital’s President’s Council, Ford’s Theatre, Massachusetts Competitive Partnership, Board of Governors for the Boston College Chief Executives Club of Boston, MIT President’s CEO Advisory Board, Greater Boston Chamber of Commerce, Jobs for Massachusetts, Inc., Tamarack Technologies and as Chairman of Massachusetts General Hospital’s annual fundraiser, Aspire, which provides social services and development opportunities for children and young adults on the Autism spectrum. He also serves as a director and officer of The Common Room, a non-profit organization. Mr. Long received his B.A. degree from Hartwick College in 1983 and his M.S. in finance from Boston College in 1989, and was awarded an honorary doctorate degree from Hartwick College in 2014.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Long has over 35 years of experience in the financial services area. His comprehensive accounting, financial and financial reporting experience acquired in a regulated industry at Liberty Mutual Holding Company, Inc. provides the Board and its Committees with valuable insight and perspective. Mr. Long also acquired important management and leadership skills that provide additional value and support to the Board. He has served on numerous boards of for-profit and non-profit companies and their committees. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Long should continue to serve as a Trustee.

William C. Van Faasen

Age: 72

~~Age: 69~~Lead Trustee since 2020
Trustee since 2012
Committees: ~~Audit~~Compensation, Executive, and ~~Compensation~~Governance, Environmental and Social Responsibility

BACKGROUND

Mr. Van Faasen served as Chief Executive Officer of Blue Cross Blue Shield of Massachusetts, Inc. (BCBSMA), a health care services provider, from 1992 until his retirement in 2007. He is Chairman Emeritus of BCBSMA and also served as interim Chief Executive Officer in 2010. He has served as a director of Liberty Mutual Holding Company, Inc. ~~(policyholder owned)~~ since 2002 and as Lead Director since April ~~2012.~~2012, and has served as a Director of Acreage Holdings, Inc. since 2018. He has served as a director of IMS Health, Inc. ~~from 1996 - 2010~~ and as Lead Director ~~from 2006 to 2010. He also served~~and as a director of PolyMedica ~~Corporation from 2005 to 2008 and served as a trustee of NSTAR from 2002 until 2012.~~Corporation. He is an honorary director of the Greater Boston Chamber of Commerce and previously served as a director of the United Way of Massachusetts Bay and Merrimack Valley. Mr. Van Faasen received a B.A. degree from Hope College and an M.B.A. degree from Michigan State University.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Van Faasen brings to the Board extensive management, leadership and financial experience derived from leading a large company in a regulated industry. He also brings in-depth experience ~~and insight~~from his service as a director of several public companies, including service as a lead director and on board committees, and has also served on area non-profit ~~boards.~~boards, all of which continue to provide the Board with valuable knowledge and insight. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Van Faasen should continue to serve as a Trustee.

10 ~~2018~~2021 Proxy Statement

TABLE OF CONTENTS

~~Table~~Item 1: Election of ~~Contents~~Trustees

~~ITEM 1: ELECTION OF TRUSTEES~~

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Frederica M. Williams

Age: 62

~~Age: 59~~
Trustee since 2012
Committees: Audit and ~~Finance~~Governance, Environmental and Social Responsibility

BACKGROUND

Ms. Williams has served as President and Chief Executive Officer of Whittier Street Health Center in Boston, an urban community health care facility serving residents of Boston and surrounding communities, since 2002. Prior to joining Whittier Street Health Center, she served as the Senior Vice President of Administration and Finance and Chief Financial Officer of the Dimock Center, a large health care and human services facility in Boston. ~~She was elected as a trustee of NSTAR in March 2012 and served as a trustee until April 2012.~~ Ms. Williams is a member of the Board of Trustees of Dana Farber Cancer Institute, the Massachusetts League of Community Health Centers and Boston Health Net. She is a Fellow of the National Association of Corporate Directors, a member of the

Massachusetts ~~Women's~~Women’s Forum, International ~~Women's~~Women’s Forum, and Women Business Leaders of the U.S. Health Care Industry Foundation. Ms. Williams attended the London School of Accountancy, passed the examinations of the Institute of Chartered Secretaries and Financial Administrators (United Kingdom) (ICSA) and of the Institute of Administrative Management (United Kingdom), with distinction, and was elected a Fellow of the ICSA in 2000. She obtained a graduate certificate in Administration and Management from the Harvard University Extension School and an M.B.A. degree with a concentration in Finance from Anna Maria College in Paxton, Massachusetts.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Ms. Williams has more than 20 years of experience in a regulated industry, and has served as the President and Chief Executive Officer of Whittier Street Health Center, a national model for providing equitable access to high quality and ~~cost effective~~cost-effective health care, for more than fifteen years. This service has provided her with a broad base of financial, leadership, management and community experience and skills. She also has significant experience serving on several non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Williams should continue to serve as a Trustee.

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TABLE OF CONTENTS

Governance of Eversource Energy

Board’s Leadership Structure

~~Dennis R. Wraase~~

~~Age: 73~~
~~Trustee since 2010~~
~~Committees: Compensation and Corporate Governance~~

~~BACKGROUND~~

Mr. Wraase served as Chairman of the Board, Chief Executive Officer and a director of Pepco Holdings, Inc. (PHI), an energy delivery company in the mid-Atlantic region, until his retirement in June 2009. He was elected chairman of PHI in 2004, became Chief Executive Officer in 2003 and served as a director from 1998 to his retirement. He previously served as the President of PHI from 2001 to 2008 and Chief Operating Officer from 2002 to 2003. He is a member of the Financial Executives Institute and the American Institute of Certified Public Accountants. Mr. Wraase currently serves as the Executive-In-Residence at the Center for Social Value Creation at the Robert H. Smith School of Business, University of Maryland. He is also currently a director of the University of Maryland System Foundation. Mr. Wraase previously served as director of the Edison Electric Institute, The Association of Edison Illuminating Companies and the Institute for Electric Efficiency, and as the President of the Southeastern Electric Exchange. Mr. Wraase received a B.S. degree in Accounting from the University of Maryland and an M.S. degree in Business Financial Management from The George Washington University.

~~QUALIFICATIONS, SKILLS AND EXPERIENCE~~

Mr. Wraase brings to the Company considerable utility industry knowledge and experience gained through his career of service at PHI. He has significant policy-making level experience in regulated businesses as well as in capital and financial markets, credit markets, financial reporting and accounting, and risk assessment. He is also a certified public accountant. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Wraase should continue to serve as a Trustee.

~~2018 Proxy Statement~~ 11

~~Table of Contents~~

~~Governance of Eversource Energy~~

~~Board's Leadership Structure~~

James J. Judge is our Chairman, President and Chief Executive Officer. ~~Sanford Cloud, Jr.~~William C. Van Faasen serves as our Lead Trustee.

As Lead Trustee, Mr. ~~Cloud~~Van Faasen presides at executive sessions of the independent Trustees; facilitates

communication between the Chief Executive Officer and

the Board members; participates with the Compensation Committee, which he Chairs, in its evaluation of the Chief Executive Officer; and provides ongoing information to the Chief Executive Officer about his or her performance. ~~He also attends all Committee meetings.~~

~~Selection of Trustees~~

Selection of Trustees

This section and the next two sections discuss how we select individuals to become Trustees and how we continually ensure that we have a fully-qualified, effective and diverse Board.

As set forth in its charter, it is the responsibility of the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee to identify individuals qualified to become a Trustee and to recommend to the Board a slate of Trustee candidates to be submitted to a vote of our shareholders at the Annual Meeting of Shareholders. The Committee has from time to time retained the services of a third party executive search firm to assist it in identifying and evaluating such individuals.

As provided in our Corporate Governance Guidelines, the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee seeks nominees with the following qualifications:

Trustees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board should represent diverse experience at policy-making levels in business, government, education, community and charitable organizations, as well as areas that are relevant to our business activities. The Governance, Environmental and Social Responsibility Committee also seeks diversity in gender, ethnicity and personal background when considering Trustee candidates.

Trustees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board should represent diverse experience at policy-making levels in business, government, education, community and charitable organizations, as well as areas that are relevant to our business activities. The Corporate Governance Committee also seeks diversity in gender, ethnicity and personal background when considering Trustee candidates.

Applying these criteria and those noted elsewhere in this proxy statement, the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee considers Trustee

candidates suggested by its members as well as by management and shareholders. ~~In anticipation of three Trustee retirements in 2018, and~~

~~acting on the recommendation of the Corporate Governance Committee, the Board of Trustees elected John Y. Kim to the Board effective January 1, 2018.~~

As part of the annual nomination process, ~~for re-election,~~ the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee reviews the independence, qualifications, ~~experience, attributes~~skills and ~~skills~~experience of each nominee for Trustee and reports its findings to the Board. At its February ~~7, 2018~~9, 2021 meeting, the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee and the Board of Trustees determined that each Trustee (except our Chief Executive Officer) is independent, that each Trustee possesses the highest personal and professional ethics, integrity and values, and that each Trustee remains committed to representing the long-term interests of our shareholders. The ~~Committee's~~Committee’s review also focused on each ~~Trustee's~~Trustee’s experience at policy-making levels in business, government, education, community and charitable organizations, and other areas relevant to our business activities, as described below. Based on this review, the Committee advised the Board on February ~~7, 2018~~9, 2021 that each of the Trustees was qualified to serve on the Board under the Corporate Governance Guidelines.

The ~~Corporate~~ Governance, Environmental and Social Responsibility Committee and the Board annually review the skills and qualifications that they determine are necessary for the proper oversight of the Company by the Trustees in furtherance of their fiduciary duties. The Committee and the Board remain focused on ensuring that the individual and collective abilities of the Trustees continue to meet the changing needs of the ~~Company.~~Company and its constituencies. The Board is committed to nominating individuals who satisfy the applicable criteria for outstanding service to our Company and who together comprise the appropriate and diverse Board composition in light of evolving business demands. The Board evaluates the effectiveness of each Trustee in contributing to the ~~Board's~~Board’s work and the potential contributions of each new nominee.

12 ~~2018~~2021 Proxy Statement

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

~~GOVERNANCE OF EVERSOURCE ENERGY~~

Trustee Qualifications, Skills and Experience

~~Trustee Qualifications, Skills and Experience~~

Eversource Energy is a ~~multi-state~~holding company with electric, gas and water utility ~~providing~~subsidiaries that provide service to customers in Connecticut, Massachusetts and New Hampshire. The Company is ~~taking~~ a ~~lead role~~leader in enabling the development of clean ~~energy, which when combined~~energy. Combined with our successful and effective energy efficiency programs, ~~puts us~~the Company is positioned at the forefront in the fight against climate change. We stress great reliability and customer service for our customers, solid financial performance for our shareholders, a safe, respectful workplace for our employees that provides good wages and benefits, and continuous involvement with and support of our communities. ~~Our Chairman, President and Chief Executive Officer~~Eversource has set a ~~very clear~~ goal ~~for the Company:~~ to be ~~the best energy company in the nation~~carbon neutral by ~~the year 2020.~~2030. To ~~accomplish~~help us establish this we seek Trustees with both overall skills and experience and some that are specialized. We describe here and ~~in the Trustee biographies~~elsewhere the qualifications, skills and experience that we feel are necessary and that our Trustees possess.

Set forth below is a list ~~and description~~ of the qualifications, skills and experience we seek, followed by a description noting how these qualifications, skills and experience are particularly important to our Board:

•

~~Regulatory~~Accounting and Financial Experience

•

~~Accounting Experience~~

•

~~Senior Executive and Director Experience~~

•

~~Diversity~~

•

~~Risk Management Expertise~~

•

~~Finance Experience~~

•

~~Education/Community and Charitable Organization Involvement~~

•

~~Community Ties~~

~~Regulatory Experience.~~ Each of our utility subsidiaries is regulated in virtually all aspects of its business by various federal and state agencies, including the SEC, the Federal Energy Regulatory Commission, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which each subsidiary operates. Accordingly, the Board values the policy-making level experience in a heavily regulated industry that several of our Trustees possess.

~~Accounting Experience.~~. As a publicly-traded electric, gas and water holding company whose companies are subject to ~~very~~ substantial federal, state and accounting industry rules, it is especially important that the Board have significant accounting experience. Accurate and complete financial reporting, financing, auditing and internal controls are critical to our success. We expect all of our Trustees to be literate in financial statements and financial reporting processes. Several of our

Trustees are career accounting and financial executives ~~and~~who provide us with superior strength in the ~~Board's~~Board’s oversight of this important element of the ~~Board's~~Board’s responsibilities.

Community and Charitable Organization Involvement. Public utility companies have a unique position and role in the communities they serve beyond that of most corporations. The Board supports and encourages community involvement and development and philanthropic goals and activities. The Eversource Energy Foundation, Inc. was established in 1998 to focus on our community investments and to provide grants to our non-profit community partners. Consistent with our business strategy and core values, the Foundation invests primarily in projects that address issues of economic and community development and the environment. Each Trustee has experience in one or more community or charitable organizations. We operate New England’s largest energy

delivery system in three different states. Because a majority of our Trustees also reside in our service territory, they not only have ties to local communities, but they understand our customers’ needs.

Environmental, Social and Governance Experience. We place the highest priority on the environment, implementing measures like reducing the greenhouse gas footprint of both the Company and our region; on the wellbeing of our customers and communities, through excellent customer service and continuing corporate philanthropy programs; on the health, safety and advancement of our employees, through our many pay, benefit and overall human capital management programs; and through our sound, highly-rated governance practices. Experience in ESG is important; as it assists the Board in its oversight of our ESG practices so that Eversource is able to continue its commitment to protection of the environment, to the communities where our customers live and work, to our employees, and to our society overall. Our Trustees have experience in all facets of ESG, understand this critical part of our business, and are able to help us in maintaining our position as an ESG leader.

Management, Senior Executive and Director Experience. Many of our Trustees serve or have served as senior executives or directors of other companies, providing us with unique insights. These individuals possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, long-term strategic planning, risk management and corporate governance, and know how to drive change and growth.

~~Diversity.~~Regulatory Experience. The Corporate Governance Committee seeks diversity in gender, ethnicity and personal background when considering Trustee candidates. Diverse thoughts and views emanating from different backgrounds, life experiences, gender and race, career experiences and skills are critical to a well-functioning Board and essential to embracing opportunities and confronting challenges in the future. To ensure the successEach of our utility subsidiaries is regulated in virtually all aspects of its business ~~strategy,~~by various federal and state agencies, including the SEC, the Federal Energy Regulatory Commission, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which we operate. Accordingly, the Board ~~of Trustees strives to identify and pursue Trustee candidates with diverse skills, knowledge, background and~~values the policy-making level experience in a heavily regulated industry that ~~complement the skills, knowledge and experience~~several of our current Trustees. Following the Annual Meeting, our refreshed Board will be one of the most diverse in the industry. Of the ten nominees, two are women, two are African-American, and one is Asian-American.Trustees possess.

Risk Management Experience. Assessing and managing risk in a rapidly changing clean energy environment is critical to our success. Several of our Trustees have served in leadership positions and have the experience to understand and evaluate the most significant risks we face and the experience and leadership to provide effective oversight of risk management processes.

~~Finance Experience.~~ The vast majority of our ongoing capital program is expected to be funded through cash flows provided by operating activities as well as new debt issuances and, less frequently, equity issuances. As a result, the Board highly values the policy-making level experience and understanding of capital and financial markets, accounting and financial reporting, and credit markets that many of our Trustees have acquired.

~~Education/Community and Charitable Organization Involvement.~~ ~~Public utility companies have a unique position and role in the communities they serve beyond~~

~~2018 Proxy Statement~~ 13

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

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~~that~~Governance of ~~most corporations. The Board supports and encourages educational opportunities, community involvement and development, and philanthropic goals and activities. The~~ Eversource Energy ~~Foundation, Inc. was established in 1998 to focus on our community investments~~

Trustee Skills, Experience and ~~to provide grants to our nonprofit community partners. Consistent with our business strategy~~Qualifications

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Board Independence, Diversity and core values, the Foundation invests primarily in projects that address issues of economic and community development and the environment. Each Trustee has experience in one or more community or charitable organizations.

~~Community Ties.~~Tenure We operate New England's largest energy delivery system in three different states. Because a majority of our Trustees also reside in our service territory, they not only have ties to local communities, but they understand our customers' needs.

~~Our Board's Qualifications, Skills and Experience~~

~~Independence, Tenure and Diversity~~

Of our eleven nominees, ten ~~nominees, six~~are independent, nine have served on the Board for ~~seven~~nine or fewer years, three are women and four are ~~women and/or~~ persons of ~~color,~~color. We believe that the mix of longer-tenured Trustees and ~~nine are independent.~~

~~Independence~~

~~Tenure~~

~~Diversity~~

14 ~~2018 Proxy Statement~~

~~Table~~recently elected Trustees, together with an industry leading diverse Board, provides for the kind of ~~Contents~~

balance that contributes to the overall effectiveness of the Board.

~~GOVERNANCE OF EVERSOURCE ENERGY~~

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~~Evaluation of Board and Board Refreshment~~

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Governance of Eversource Energy

Evaluation of Board and Board Refreshment

The ~~Corporate~~ Governance, Environmental and Social Responsibility Committee annually reviews and evaluates the performance of the Board of Trustees, Board Committees and individual Board Members. The Committee periodically assesses the ~~Board's~~Board’s contribution as a whole and identifies areas in which the Board or senior management believes a better contribution may be made. The Committee also reviews the attributes and skills of the Board Members as a way to refresh and continually ensure that the Board has the proper mix of skills. The Board and each of the Committees, other than the Executive Committee, also conduct annual performance self-evaluations to increase the effectiveness of the Board and its Committees; the results of these are reviewed and discussed with the Board. Our self-evaluation program includes the completion of Board and Committee questionnaires, interviews by the Lead Trustee with each Board member, interviews by each Committee Chair with each Committee Member, and discussions by the Board and each Committee of any issues raised by our Board

Members during the self-evaluation process. In addition to the Committee reviews and the annual self-evaluations conducted by the Committee and the Board, the Committee and the

Board also annually review the independence, performance and qualifications of each Trustee prior to nominations being made for an additional term. These reviews are discussed by the Committee, following which it makes recommendations to the Board regarding nominees for election as Trustees.

Our Board has an average tenure of nine years. We believe that the mix of longer tenured Trustees and recently elected Trustees provides for the kind of balance that contributes to the overall effectiveness of the Board, and that strict restrictions on the length of time a Trustee serves on the Board are not warranted.

Shareholders who desire to suggest potential candidates for membership on the Board of Trustees may address such information, in writing, to our Secretary at the mailing address set forth on page 7274 of this proxy statement. The communication must identify the writer as a shareholder of the Company and provide sufficient detail about the nominee for the ~~Corporate~~ Governance, Environmental and Social Responsibility Committee to consider the ~~individual's~~individual’s qualifications. Our Declaration of Trust also provides for proxy access.

~~Board Committees and Responsibilities~~

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Governance of Eversource Energy

Board Committees and Responsibilities

The Board of Trustees has five standing committees: Audit, Compensation, Corporate Governance, Executive, and Finance. The Corporate Governance Committee performs the functions of a nominating committee. None of the Committee Members in 2017 was employed by Eversource Energy or its subsidiaries except for Mr. Judge, who as Chairman of the Board is also Chair of the Executive Committee. All other Committee Members are independent.committees, described below. The Board has adopted ~~a written charter~~charters for each ~~standing committee, as well as written Corporate Governance Guidelines.~~

The Corporate Governance Guidelines are available on our website at the Internet address appearing in the Trustee Independence section on page 24. The committee charters are available on our website at the Internet addresses appearing in the committee descriptions below. Copies of these ~~documents are available to any shareholder upon written request to our Secretary~~committees. These charters can be found at the address set forth on page 72 of this proxy statement. The functions of these Committees are described in the paragraphs following the table. The table below shows the current committee membership:

~~2018 Proxy Statement~~ 15

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

Audit Committee

~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~Board Committees~~


~~Trustee~~	~~Audit~~	~~Compensation~~	~~Corporate Governance~~	~~Executive~~	~~Finance~~

Members: ~~John S. Clarkeson~~	M	M
~~Cotton M. Cleveland~~			M		M
Sanford Cloud, Jr.*		M	C	M
~~James S. DiStasio~~		M		M	C
Francis A. Doyle, Chair	C		M	M
~~Charles K. Gifford~~Gregory M. Jones		C	M	M
~~James J. Judge~~				C
John Y. Kim	M	M
~~Paul A. La Camera~~			M		M
Kenneth R. Leibler	M				M
~~William C. Van Faasen~~	M	M
Frederica M. Williams	M				M
~~Dennis R. Wraase~~		M	M
		The Audit Committee is responsible for oversight of the 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 qualifications, performance and independence, as well as the performance of our internal audit function. • The review of guidelines and policies that govern 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. 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 2020, 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 71. Financial Expertise: Each member of the Audit Committee meets the financial literacy requirements of the New York Stock Exchange (NYSE), the SEC and our Corporate Governance Guidelines. The Board has affirmatively determined that Mr. Doyle is an “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 NYSE, SEC and our Corporate Governance Guidelines.

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Governance of Eversource Energy

Compensation Committee

Members:

William C. Van Faasen, Chair
James S. DiStasio
Francis A. Doyle
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 Chief Executive 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 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 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 times during 2020.

For additional information regarding the Compensation Committee, including the Committee’s processes for determining executive compensation, see the CD&A beginning on page 35.

Independence: The Board has affirmatively determined that each member of the Compensation Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines.

Executive Committee

Members:

James J. Judge, Chair
Cotton M. Cleveland
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 2020.

Independence: Except for Mr. Judge, who is the Company’s Chairman, President and Chief Executive Officer, each member of the Executive Committee is independent.

C:18: ~~Committee Chair~~2021 Proxy Statement
M:: ~~Committee Member~~
*: ~~Lead Trustee~~

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Governance of Eversource Energy

Finance Committee

Members:

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

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 plans and actions to assure liquidity; its financial goals and proposed financing programs modifying the Company’s capital structure; its financing programs, 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 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 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 four times during 2020, including the annual joint meeting with the Audit Committee.

Independence: Each member of the Finance Committee is independent, and while the Committee is not specifically subject to NYSE or SEC independence regulations, each member meets the independence criteria set forth in the NYSE and SEC regulations and our Corporate Governance Guidelines.

The Audit Committee consists of Mr. Clarkeson, Mr. Doyle (Chair), Mr. Kim, Mr. Leibler, Mr. Van Faasen and Ms. Williams. The Audit Committee meets independently with the internal audit staff, the independent registered public accounting firm and management at least quarterly.

Following each Committee meeting, the Audit Committee reports to the full Board. The Audit Committee reviews and evaluates the independent registered public accounting firm's activities, procedures and recommendations to assist the Board in monitoring the integrity of our financial statements, the independent registered public accounting firm's qualifications and independence, the performance of our internal audit function and independent registered public accounting firm, and our compliance with legal and regulatory requirements. The Committee periodically discusses the guidelines and policies that govern management's processes for assessing, monitoring and mitigating major financial risk exposures. The Audit Committee also reviews the Company's significant accounting policies, management judgments and accounting estimates, earnings releases, financial statements and systems of internal control. The

Audit Committee has the sole authority to select and replace the independent registered public accounting firm and is directly responsible for their compensation and Board oversight of their work. Each member of the Audit Committee meets the financial literacy requirements of the New York Stock Exchange (NYSE), the SEC and our Corporate Governance Guidelines. The Board has affirmatively determined that Mr. Doyle is an "audit committee financial expert," as defined by the SEC. Each member of the Audit Committee also meets the independence requirements of the NYSE, SEC and our Corporate Governance Guidelines. No member of the Audit Committee is employed by Eversource Energy or its subsidiaries. Additional information regarding the Audit Committee is contained in Item 4 of this proxy statement. A copy of the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/audit-committee. The Audit Committee met five times during 2017, and also met once with the Finance Committee in a meeting held in April 2017 at which the Committees discussed several issues relating to risk, and in particular, enterprise, cyber and system security risk.

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~Compensation Committee~~

The Compensation Committee consists of Mr. Clarkeson, Mr. Cloud, Mr. DiStasio, Mr. Gifford (Chair), Mr. Kim, Mr. Van Faasen and Mr. Wraase. The Compensation Committee is responsible for the compensation and benefit programs for all executive officersGovernance of Eversource Energy

Governance, Environmental and ~~has overall authority to establish and interpret our executive compensation programs. The~~Social Responsibility Committee 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. The Committee 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.

Members:

Cotton M. Cleveland, Chair
Linda Dorcena Forry
David H. Long
William C. Van Faasen
Frederica M. Williams

The Governance, Environmental and 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 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.

•

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 the full Board. The Governance, Environmental and Social Responsibility Committee met four times in 2020.

Independence: The Board has affirmatively determined that each member of the Governance, Environmental and Social Responsibility Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines.

Compensation Committee ~~also reviews~~Interlocks and ~~recommends to the Board of Trustees the compensation of the non-employee members of the Board.~~

In carrying out its charter responsibilities, the Compensation Committee reviews and approves corporate goals and objectives relevant to the Chief Executive 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 Chief Executive Officer in light of those goals and objectives. The Committee establishes performance criteria for the Chief Executive Officer and approves the Chief Executive Officer's total compensation based on the annual evaluation, subject to further approval by the independent Trustees. In addition, in collaboration with

Insider Participation

the Chief Executive Officer, the Committee oversees the evaluation of those executive officers who under the SEC's regulations are deemed "executives," and it engages in the succession planning process for the Chief Executive Officer and other executives.

The Compensation Committee has retained Pay Governance LLC to provide compensation consulting services. Pay Governance LLC has been engaged to perform work only for the Compensation Committee, and as noted in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee has determined that Pay Governance LLC is independent and that no conflict of interest exists that would prevent Pay Governance LLC from independently advising the Committee.

The Compensation Committee has delegated some of its administrative responsibilities to the Chief Executive Officer and the Executive Vice President — Human Resources and Information Technology. The Compensation Committee has not delegated any of its responsibilities to any other persons. The Board has affirmatively determined that each member of the Compensation Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. A copy of the Compensation Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/compensation-committee. The Compensation Committee met four times during 2017. The Compensation Committee reports to the full Board following each Committee meeting.

~~Corporate Governance Committee~~

The Corporate Governance Committee consists of Ms. Cleveland, Mr. Cloud (Chair), Mr. Doyle, Mr. Gifford, Mr. La Camera and Mr. Wraase. The Corporate Governance Committee is responsible for developing, overseeing and regularly reviewing our Corporate 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. The Corporate Governance Committee annually reviews the independence and qualifications of the Trustees, recommends nominees for election to the Board and for appointment to Board Committees, and annually recommends to the Board

appointments of the Lead Trustee and Chairman and the election of officers of the Company. In addition, the Corporate Governance Committee evaluates the performance of the Board and its committees. Following each meeting the Corporate Governance Committee reports to the full Board. No member of the Corporate Governance Committee is employed by Eversource Energy or its subsidiaries. The Board of Trustees has determined that each member of the Corporate Governance Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. A copy of the Committee's charter is available on our website at

~~2018 Proxy Statement~~ 17

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/corporate-governance. The Corporate Governance Committee met six times during 2017.~~

~~Executive Committee~~

The Executive Committee consists of Mr. Cloud, Mr. DiStasio, Mr. Doyle, Mr. Gifford and Mr. Judge (Chair). 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. A copy of

the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-commitee-charters/executive. The Executive Committee did not meet during 2017.

~~Finance Committee~~

The Finance Committee consists of Ms. Cleveland, Mr. DiStasio (Chair), Mr. La Camera, Mr. Leibler and Ms. Williams. The Finance Committee assists the Board in fulfilling its fiduciary responsibilities relating to financial plans, policies and programs for Eversource Energy and its subsidiaries. The Finance Committee reviews the Company's plans and actions to assure liquidity; proposed financing programs; plans and recommendations regarding common share repurchase programs; early extinguishment and refunding of debt and preferred stock obligations; and other proposals that modify the Company's capital structure. The Finance Committee is responsible for reviewing the Company's Enterprise Risk Management (ERM) program, including practices to monitor and mitigate cyber, physical security and other risk exposures, as further described below under the caption "Board's Oversight of Risk." The Finance Committee is also responsible for

reviewing and recommending the Company's dividend policy, as well as new business ventures and initiatives which may result in substantial expenditures, commitments and exposures. In addition, the Finance Committee conducts an annual review of counter party credit policy, insurance coverages and pension plan performance. Following each meeting, the Finance Committee reports to the full Board. No member of the Finance Committee is employed by Eversource Energy or its subsidiaries. A copy of the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee/charters/finance. The Finance Committee met four times during 2017, and also met once with the Audit Committee in April 2017, at which the Committees discussed several issues relating to risk, and in particular enterprise, cyber and system security risk.

~~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~~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 ~~2017,~~2020, the Board of Trustees held ~~eight~~nine meetings, three of which included executive sessions attended only by the independent Trustees, and the Board and the Committees held a total of 2826 meetings. ~~In 2017, each~~Each Trustee attended at least ~~94%~~75 percent of the aggregate number

of the 2020 Board and Committee meetings, eight of the Trustees attended each

meeting of the Board and ~~Committee meetings,~~of the Committees on which they serve and all sitting Trustees attended the Annual Meeting of Shareholders held on May ~~3, 2017.~~6, 2020. 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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~~Table~~Governance of ~~Contents~~Eversource Energy

~~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. With each Committee Chair reporting to the Board 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 members of senior management to discuss the relevant risks and challenges facing the Company.

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. The top enterprise-wide~~processes to identify the key financial risks associated with the plan. These financial risks are ~~identified during~~presented to the ~~development~~Board of Trustees as part of both of the annual operating plan and ~~are tracked throughout~~at the ~~year. Enterprise~~Board’s annual strategic risks are identified and presented to the Board of Trustees during development of the long-term strategic plans. Detailed risk mitigation plans for the principal enterprise-wide risks are updated periodically and presented to the Finance Committee.

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 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 reviewed. The top enterprise-wide risks are identified using a comprehensive cross functional analysis working with key officers and employees of each organization within the Company and are monitored throughout the year by the Company’s Risk

Committee. In addition to known risks, the ERM program identifies emerging risks to the Company, through participation in 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. 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 consists of senior officers of the Company and is responsible for ensuring that the Company is managing its principal enterprise-wide risks, as well as other key risk areas such as operations, environmental, sustainability, information technology, compliance and business continuity.

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. The Executive Vice President and General Counsel reports on any changes in regulations and 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 32.~~

(CD&A) section.

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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 business 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 ~~constantly~~regularly reviews and updates its cyber and system security ~~program~~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 ~~can be~~are discussed by both Committees with financial, information technology, legal and accounting management, ~~together with~~other members of the Board, representatives of the ~~Company's~~Company’s independent registered public accounting firm, and ~~other~~ outside ~~advisors.~~

advisors and expert speakers.

~~Environmental Sustainability and Corporate Social Responsibility~~

Eversource Sustainability/ESG/Climate Risk

Sustainability is ~~engaged primarily in the energy delivery~~embedded into how we conduct our business ~~through five wholly-owned electric~~today and natural gas utility subsidiaries. Eversource is also engaged in the water delivery business through its newly acquired, wholly-owned subsidiary, Aquarion Water Company. Our mission to provide superior customer service, and reliability is engrained into the fabric of all that we do for ~~our four million customers in Connecticut, Massachusetts and New Hampshire.~~

~~Environmental,~~future generations, with environmental, social and governance (ESG) initiatives ~~are~~fully integrated into the policies and principles that govern our ~~Company and reflect~~Company. One important example of our ~~commitment to sustainable growth. We are committed to reliability, effective corporate governance, expanding energy options for our region, and environmental stewardship. Our~~continued sustainability leadership includes setting a goal is to be ~~the best energy company~~carbon neutral in ~~the nation, which includes being the leading clean energy utility and providing transparency and clarity about~~ our ~~position on these topics.~~

~~In 2017, we released Eversource's Commitment to Environmental Sustainability, which underscores our environmental priorities and highlights our role~~operations by 2030, while serving as a key catalyst for clean energy ~~development~~ in New England. ~~This statement is an important component~~Through this leadership, we meet the sustainability and ESG expectations of our ~~vision~~shareholders, customers, employees, regulators and the communities we serve. We are committed to top-tier reliability, superior customer service and effective corporate governance. We are continuously expanding energy options for ~~how we conduct~~ our ~~business today; it is posted~~region, have a best in the country energy efficiency program, implement best practices in human capital management and environmental stewardship, and provide transparency and clarity about our position and our performance on ~~our website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/commitment-to-environmental-sustainability.~~ these topics. Our policies and programs have been recognized for their excellence throughout the industry and by independent trade groups, sustainability raters and the media.

•

We have ~~also~~ been a leader within our trade ~~group,~~groups, the Edison Electric Institute and the American Gas Association, in ~~standardizing~~developing and adopting standardized ESG ~~disclosures. This standardization was completed in 2017 following significant consultation~~

disclosures for our industry.

~~with institutional investors. In December 2017, the nation's electric companies became the first industry~~

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We are active in the ~~country~~Electric Utility Industry Sustainable Supply Chain Alliance, working to ~~adopt a common set~~embed sustainability throughout our supply chain.

•

The awards and recognitions we received in 2020 are further evidence of ~~ESG disclosures,~~our leadership in corporate responsibility. For further information on the awards we

have received, please see “2020 Sustainability/ESG” appearing in the CD&A section of this proxy statement.

Environmental Sustainability

Emission reductions, protection of natural resources and environmental accountability

Climate Leadership. At Eversource, we continuously assess the physical and transitional impacts related to climate change. Our assessment includes evaluating the impacts of more severe weather events, regulatory and financial risks, changing customer behavior, opportunities to reduce emissions in our operations and the region through clean energy investments, energy efficiency programs and emerging technologies. We take measures to prepare for and manage the potential effects of climate change and severe weather, including:

•

Risk management

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Overhead and electrical hardening

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Distribution automation

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Environmentally responsible vegetation management

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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 during extreme weather events.

Carbon Neutral Goal by 2030. At Eversource, we are dedicating ourselves to meet an industry-leading target to reduce our greenhouse gas footprint and reach carbon neutrality by 2030.

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Governance of Eversource Energy ~~was one~~

We are focused on achieving our goal by reducing our emissions in five key operational areas:

•

Line loss, or the energy lost when power is transmitted and distributed across our electric system (one of the first electric companies to post such disclosures related to 2016 performance on our website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/eei-esg-initiative. We expect to post our 2017 ESG performanceindustry’s greatest challenges), by ~~mid-2018.~~

~~Set forth below is~~enabling a ~~list~~cleaner mix of energy in the ~~considerations~~grid and topics that we feel are important to our comprehensive Sustainability and Corporate Social Responsibility policies and practices, followed by a description of each and how we integrate them into our Company:

•: ~~Sustainability Governance~~
•: ~~Electric Transmission~~
•: ~~Natural Gas~~
•: ~~Water~~
•: ~~Energy Efficiency~~
•: ~~Corporate and Compensation Governance~~
•: ~~Our Employees~~
•: ~~Our Communities~~
•: ~~Environmental Stewardship~~
•: ~~Climate Leadership~~
•: ~~Accountability~~

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~Sustainability Governance.~~ Sustainability reporting at Eversource is managed by a sustainability team, which is overseen by executive level management. Our team meets regularly throughout the year to assess current practices and identify improvement opportunities. All operational and business disciplines are engagedimproving efficiencies in our ~~sustainability reporting process.~~

~~Electric Transmission.~~ Since 2001, Eversource has sited and built complex and varied projects in densely populated, congested areas in our service territory. These projects have enhanced the reliability of the electric grid, eased congestion, accelerated retirement of older, higher emission coal and oil-fueled power plants, and helped to provide greater access to new, environmentally-friendly renewable power sources. Over the next four years, Eversource Energy plans to invest approximately $4.1 billion in projects and upgrades to modernize our electric transmission system and meet the region's renewable energy needs. A more reliable, more efficient electric grid will provide New England with the infrastructure that is critical to help the region meet its aggressive greenhouse gas reduction goals. If approved, our proposed $1.6 billion Northern Pass project will allow New England to import up to 1,090 megawatts of clean energy for 40 years beginning in late 2020.infrastructure.

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~~Natural Gas.~~ Our Distribution Integrity Management Programs are designed to improve service for our customers by mitigating potential risks and identifying and prioritizing operational and infrastructure enhancements. Replacement of aging natural gas infrastructure is an example of a top priority to minimize the potential for natural gas emissions and to prevent the release of greenhouse gases into the atmosphere. Over the past five years, we have doubled the pace at which we are replacing older natural gas pipelines in both Massachusetts and Connecticut.

Our natural gas ~~utilities have adopted natural gas expansion initiatives designed~~distribution system by replacing aging steel pipes to ~~increase~~reduce methane leaks.

•

Electricity and fuel use at our offices and facilities by upgrading HVAC equipment with more efficient models, and replacing energy-intensive lighting with LED’s.

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Our company vehicle fleet by adding electric and hybrid vehicles.

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Adopting innovative solutions to replace the number of new natural gas heating customers, as well as providing residential and business customers currently heating with fuel oil and electricity with an opportunity to convert to natural gas. Burning natural gas reducescommonly used sulfur hexafluoride (SF6), a potent greenhouse gas ~~emissions, because natural gas emits about 27 percent less~~used in electric equipment.

We have also integrated the recent acquisition of the assets of Columbia Gas of Massachusetts and other growth plans within our service territory into our plans to reach full carbon ~~than fuel oil when used for space heating. Gas expansion~~neutrality by 2030.

Although our goal is ~~also expected~~aggressive, we remain committed to our sustainability vision and to the efforts necessary to achieve success. We are engaging our employees to create ~~numerous~~unique opportunities for them to contribute to the goal. We are leveraging current partnerships and building new ~~jobs.~~

~~Water.~~ ~~Aquarion Water Company provides water services~~ones to ~~residential, commercial, industrial, fire protection~~foster technological solutions to carbon reduction challenges.

Unlike many electric utilities that operate large fossil fuel generation fleets, Eversource is a small contributor to our region’s greenhouse gas (GHG) emissions. Nevertheless, the investments we sponsor and other customers in Connecticut, Massachusetts and New Hampshire. Our water utilities obtain their water supplies from wholly-owned surface water sources and groundwater supplies, as well as water purchased from other water suppliers. Approximately 98 percent of our

~~annual production is self-supplied and processed at ten surface water treatment plants and numerous well stations, all wholly-owned and located in Connecticut, Massachusetts and New Hampshire.~~

~~Energy Efficiency.~~ ~~Delivering clean, efficient energy is one~~expect to grow over the coming decade can contribute significantly to reducing the carbon footprint of our ~~primary goals.~~service territory and our 4.3 million customers. We are also committed to supporting regional goals addressing climate change. Our long-term strategy is rooted in being a principal catalyst for decarbonizing the grid with clean energy in New England. Our vision to lead our industry in sustainability includes investments in renewable energy sources, like wind and solar power — both of which will play an important role in our region’s clean energy future.

[MISSING IMAGE: tm212409d1-fc_carbonbwlr.jpg]

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

•

Eversource invested approximately ~~$500~~$535 million ~~a year~~in 2020 in energy efficiency and ~~consider these investments~~related services, which continues to be the best and most economical way tothat we can reduce ~~our region's~~ emissions and ~~improve its competitiveness. Eversource's recent rankings confirm~~fight climate change. In response to the ~~success~~pandemic, we repositioned our services with customers and the business partners in our ecosystem, performing some 10,000 virtual assessments, conducting upskilling/training programs with over 800 contractors, and conducting new health and safety training programs with more than 4,400 contractors to get them back to work.

•

We were selected by the U.S. Air Force for a $10 million reliability project for Hanscom Air Force Base in Middlesex County, Massachusetts, and celebrated the successful completion of an unprecedented energy infrastructure project involving nearly $40 million in energy efficiency capital improvements at the U.S. Coast Guard Academy in New London, Connecticut. This Eversource-led project to increase the resiliency and efficiency of the Coast Guard Academy’s campus was made possible by the largest utility energy service contract in the Department of Homeland Security’s history.

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We have energized over 300 electric vehicle charging infrastructure sites in three years, one of the fastest build-outs anywhere in the nation, which included energizing one site with over 250 ports. Our Peak Demand management programs, which create an active market to leverage Distributed Energy Resources for the benefit of the system, received awards for their scale and scope.

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We continue to provide a national leading, comprehensive set of customer-facing services that provide solutions and cost savings to all of our programs. Eversource was ranked first for incremental energy efficiency as a percentage of overall sales in the last study performed by the Coalition for Environmentally Responsible Economies (Ceres), a leading sustainability advocacy organization. The design and deployment of our energy-saving programs and services has contributed to our consistent top — tier ranking in both Massachusetts and Connecticut by the American Council for an Energy-Efficient Economy (ACEEE), with Eversource retaining the top spot in Massachusetts for the past seven years.

~~Our nationally recognized energy efficiency portfolio of services provides energy solutions for all Eversource customers —~~customer classes: residential, ~~(including low-income),~~ municipal, commercial and industrial. These solutions address energy-efficient new construction, weatherization, lighting, appliances, heating, cooling, mechanical and process equipment replacement that go beyond code compliance and are transforming the marketplace. Combined with online customer engagement tools and on-site education, green-job training and community outreach services, energy efficiency is generating savings that go back into our region's economy. These investments are expected to

Natural Gas. We continue to reduce ~~carbon~~methane emissions ~~by millions~~within our natural gas service territories, including the newly-acquired assets of ~~tons per year.~~

~~Corporate~~Eversource Gas Company of Massachusetts. We are actively pursuing ways to incorporate responsible and ~~Compensation Governance.~~renewable natural gas into our supply portfolio, which will help address customer concerns around environmental stewardship and decarbonization of the service we provide.

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We remain ~~committed~~focused on the replacement of aging bare-steel and cast-iron natural gas pipelines to ~~effective corporate governance~~enhance safety and ~~executive compensation standards. Please see~~minimize the ~~Corporate Governance~~release of methane emissions into the atmosphere.

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In 2020, we received approval to pilot a networked geothermal system within our eastern Massachusetts gas service territory as an alternate, low-carbon thermal solution to meet our customers’ energy needs.

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We continue to investigate opportunities to incorporate longer-term solutions to decarbonize the natural gas product for our customers, such as the use of hydrogen, and ~~Executive Compensation Highlights on page 4 of this proxy statement.~~

~~Our Employees.~~ ~~We are dedicated~~additional ways to ~~ensuring that all of~~leverage our employees receive good pay, are given the tools to perform their jobs safely, have access to affordable healthcare, and can look forward to a happy and comfortable retirement. We also are committed to diversitynatural gas assets in the ~~workplace; Ceres recently commended us~~future for ~~our progress and commitment to diversity, which includes linking executive compensation to increasing leadership-level position diversity.~~

potentially integrating renewables.

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~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~Our Communities.~~Water. Eversource is committed to the ~~health~~protection of water resources through conservation, water quality management and ~~economic well-being~~water saving technologies.

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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 underway to ensure the reliability of our sources of supply into the ~~residents, businesses~~future.

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Aquarion’s reservoirs are surrounded by more than 15,000 acres of forest, which serve as both a critical safeguard and ~~institutions~~an invaluable resource. This commitment to providing the highest quality water is evidenced by actions such as the acquisition of a conservation easement in Connecticut ~~Massachusetts~~ and additional property in New ~~Hampshire. We recognize~~Hampshire in order to increase the amount of area protected for drinking water supply.

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

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Aquarion’s commitment to clean water and to the employees who help to fulfill that commitment was recognized in 2020 by the Business Council of Fairfield County, Connecticut as a ~~corporate citizen~~Platinum Level Healthy Workplace, as a Top Workplace Award for Mid-Sized Businesses recipient by Hearst Connecticut Media, and as the Number 2 mid-size water utility in the cities and towns across our service territory. We are helping to build healthier, stronger communities through strategic charitable partnerships, local giving, employee volunteerism and economic development opportunities. We have a dedicated team responsible for all philanthropy, working to ensure our continued commitment to community outreach and corporate giving.

We have a long history of partnering with local and regional community organizations. Through grants, we support economic and community development, the environment, and initiatives that address local, high-priority concerns and needs. We provided nearly $16.1 million in grants to nonprofit organizations and worthwhile regional activities across our tri-state service area in 2017. We have strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston Children's Hospital, the Eversource Hartford Marathon, the Eversource Walk and 5K Run for Easter Seals New Hampshire, the United Way, and Special Olympics.

Northeast by J.D. Power.

Environmental Stewardship. ~~At Eversource, we value our native resources and~~We take great care to promote conservation and responsibly manage natural and cultural resources. We dedicate professional resources to maintain the integrity and long-term vitality of the land we manage. Examples include the Eversource Land Trust, which was created to promote the preservation of open space, and our

•

Our focus on environmentally sensitive rights-of-way maintenance practices ~~that~~is designed to minimize impacts to important resource areas and promote critical diverse habitats.

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Our vegetation management program is an industry best-practice plan to balance 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 around~~forested areas near power lines. ~~We partner~~

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Eversource partners with ~~state~~State Historic Preservation and Tribal Historic Preservation offices to identify and protect cultural resources of significance during construction projects. ~~In addition,~~

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We continue to manage the Eversource ~~was again recognized in 2017 by Newsweek magazine for its leadership in corporate sustainability~~Land Trust to protect open space and ~~environmental performance, placing 20~~^th ~~among 500 companies in Newsweek's annual Green Rankings list.~~

~~Climate Leadership.~~ ~~We have developed meaningful strategies to reduce our carbon footprint,~~critical resource areas and ~~are proud~~

wildlife habitat.

~~to be one of the greenest utilities in the nation. We are a founding partner of the EPA's Natural Gas STAR Methane Challenge Program,~~

Transparency and have committed to specific targets to reduce fugitive emissions from our natural gas system. We collaborate with other utilities and industry partners across the country to better understand storm hazards and develop solutions to improve our system reliability. Our employees are committed to ensuring that our comprehensive emergency preparedness and resiliency plans will keep our communities safe. We lead by example, operating Eversource facilities and fleet in a sustainable, responsible manner. In January 2018, we completed the sale of our fossil fuel generating assets in New Hampshire, further reducing Eversource's overall carbon emissions. At the same time, we have formed a partnership with the world's leader in off-shore wind development to build at least 2,000 megawatts of off-shore wind turbines southeast of the Massachusetts coast, and we are building 62 megawatts of solar generation in Massachusetts.

Accountability. We hold ourselves accountable for the impact our business might have on the environment, meeting and in many cases exceeding ~~all~~ environmental laws, and regulatory commitments and requirements.

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

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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 ~~RFP~~procurement process.

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

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Social Sustainability

Actions that care for people and engage stakeholders

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.

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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, cost effectiveness of our electric delivery infrastructure and encouraging customer engagement.

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Eversource 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.

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

Diversity & Inclusion. We acknowledge the ~~environment, including project permitting, spill response,~~ongoing physical and ~~emissions reporting.~~

~~For additional information on these initiatives~~emotional pain caused by racism and injustice in our ~~progress to date, you can access the Company's comprehensive sustainability report, which describes in greater detail~~society and know that our commitment to ~~safety, reliability, expanding energy options~~Diversity and Inclusion (D&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 D&I strategy to include a Racial Equity and Social Justice Plan, with three areas of focus: building a more inclusive workplace, increasing leadership commitment, and further enhancing support for our ~~region, environmental stewardship~~diverse communities and ~~other objectives, through~~minority suppliers. We communicated to our employees and stakeholders our commitments to developing a workforce that fully reflects the ~~Company's website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/sustainability.~~

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~~Table~~diversity of ~~Contents~~

~~GOVERNANCE OF EVERSOURCE ENERGY~~

~~Shareholder Engagement~~

~~As part of our corporate governance program,~~the people and communities we ~~engage with many of our institutional shareholders on corporate governance issues,~~serve. We continue to make progress year over year to become a more diverse and inclusive workplace; as shown in the data that we keep and track as part of our ~~active~~EEO-1 reporting compliance, in three years we have increased diversity leadership promotions and hires from 37% to 47.6%, workforce representation of diverse employees from 16% to 18.6%, and diversity slate of candidates from 50% to 57%. We have increased our emphasis on workforce representation of women, and although our progress has

been steady, with women making up 26% of the workforce, we will continue to focus our efforts to increase the number of women in our Company’s workforce. Eversource reaffirms its beliefs and commitments in equal employment opportunity for all employees and applicants for employment in all terms and conditions of employment. D&I are 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. 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.

Our Chief Executive Officer signed the CEO ACTION for Diversity & InclusionTM pledge and committed to advance diversity and inclusion in our workplace to drive accountability for progress throughout our organization. He also signed the Paradigm for Parity, a coalition comprised of business leaders, board members and academics committed to addressing the corporate leadership gender gap. In addition, employees participated in a series of town halls on systemic racism led by the CEO and senior leadership.

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 D&I across the Company. In 2020, listening sessions were conducted with our BRG and Racial Equity Task Force. The BRGs also launched a webinar series on employee resilience and self-care.

D&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 committed to diversity and inclusion and receives regular monthly progress updates. Our Governance, Environmental and Social Responsibility Committee recently amended its charter and changed its name to reflect its responsibilities to oversee ESG, including all aspects of workforce and workplace diversity and inclusion.

We continue to receive numerous local and national awards recognizing us as a diversity employer of choice. 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 differently-abled; recognition by Forbes/JUST Capital 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,

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and delivering shareholder return; and by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our commitment to recruiting, employing, and 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 moving toward retirement, and many years of training are required to replace these roles. 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 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.

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

•

In 2020, we provided $8.1 million in grants and other local support to nonprofit organizations and charitable regional activities across our tri-state service area.

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In 2020, our employees devoted more than 26,000 hours to volunteerism and maintaining strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston 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.

Sustainability 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 CD&A 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 Senior Vice President, Communications, External Affairs and Sustainability works with executive-level management from key ESG areas and oversees a team of employees that 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 team meets regularly throughout the year to assess current practices and identify improvement opportunities.

•

The Corporate Governance Committee now has primary oversight of ESG and has changed its name to the Governance, Environmental and Social Responsibility Committee. The Committee reports each meeting to the Board of Trustees, who receive all Committee presentation materials. As outlined in the “Board’s

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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 ~~approximately 300 in-person meetings per~~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 is “super independent” (91 percent of this year’s Trustee nominees are independent).

•

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

•

As of the end of 2020, Eversource shares were held by 182 funds based in North America and 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 2020, our NSTAR Electric subsidiary completed our second 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, 3.95% 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 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 offshore wind projects with capacity for at least 4,000 MW located south of Rhode Island and Massachusetts.

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

[MISSING IMAGE: tm212409d1-bc_esgbwlr.jpg]

Shareholder Engagement

We continued to grow our shareholder engagement program, whereby we engage throughout the year with our shareholders, ~~which is carried~~participating in meetings, most of them virtual, with both our investors’ financial teams and their corporate governance and ESG specialists. In 2020, we again reached out to shareholders representing 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. Approximately 13 institutional holders requested or responded to our invitation for a call or virtual meeting. Eversource representatives who attended these meetings over the past

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Governance of Eversource Energy

12 months have included a recent meeting attended by our ~~Investor Relations team throughout~~Lead Trustee, while all meetings included our investor relations executive and our Secretary. The investors who requested such meetings owned approximately 34 percent of our outstanding shares as of December 31, 2020. At the ~~year, and which focuses primarily on financial issues. Over the course of 2017 at separate in-person or telephonic~~ meetings, we provided our shareholders with ~~a short overview of~~written information prior to the meetings that summarizes our ~~corporate governance~~financial performance; ESG, climate change and ~~enterprise risk oversight~~sustainability programs, ~~along with a description of our~~

~~ESG practices~~policies, and ~~our growing socially responsive investor base. The meetings included a dialogue between us~~accomplishments; and ~~the representatives of our shareholders on current~~overall corporate governance and executive compensation policies and practices; the sessions themselves vary according to the issues ~~including proxy access,~~that are of greatest interest to our holders. Further information is available to all investors on our website in a presentation identified as “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 ~~general corporate~~

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 to COVID-19. As a result of these shareholder engagement sessions, we have made changes to our governance ~~issues, together with comprehensive~~and executive compensation policies and disclosures, including an increase in the percentage of Performance Shares in our 2021 long-term incentive program to 75 percent. In addition to the pandemic, a significant part of the discussions ofin 2020 continued to focus on ESG and climate change, including our ~~Company's~~Company’s multi-faceted clean energy initiatives and carbon reduction ~~efforts.~~

efforts and our ambitious 2030 carbon neutrality goal. We also continued our active year-round program, which in 2020 included 280 virtual and in-person meetings with our institutional investors, approximately 174 of which included a member of senior management. Eversource continues to gain interest from ESG focused shareholders and others as an especially attractive socially responsible investment.

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 through our membership in utility industry trade associations and related organizations, by lobbying elected and appointed officials and administering our employee led political action committees (PACs). 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 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 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.

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TABLE OF CONTENTS

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

~~Trustee Independence~~

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 85.7, representing top-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 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 atwww.eversource.com/Content/general/about/investors/
corporate-governance/~~board-independence-guidelines~~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, ~~on the one hand,~~ and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate ~~family on the other hand.~~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 ~~7, 2018~~9, 2021 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 ~~7, 2018,~~9, 2021, 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 Chairman, 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 and the SEC 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~~

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Governance of Eversource Energy

Governance, Environmental and Social Responsibility Committee. The Policy generally 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 5%five percent of our total outstanding shares, and any immediate family member 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 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 ~~7, 2018,~~9, 2021, based on facts of which we are aware, as reported on the Trustees questionnaires

24 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~TRUSTEE INDEPENDENCE~~

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.

~~2018 Proxy Statement~~ 25

~~Table of Contents~~

~~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 atwww.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~~.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 7274 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 atwww.eversource.com/Content/general/about/investors/~~corporate-governance.~~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 Trustee, Mr. ~~Cloud,~~Van Faasen, should send written communications in care of our Secretary

at the mailing address set forth on page 7274 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.

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~~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		40,913,941(1)		11.93%(1)
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		30,408,772(2)		8.9%(2)
Magellan Asset Management Limited d/b/a MPG Asset Management MLC Centre, Level 36 19 Martin Place Sydney NSW 2021 Australia		25,533,531(3)		7.45%(3)
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111		19,603,630(4)		5.72%(4)

(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

33,913,632 ⁽¹⁾ 10.7% ⁽¹⁾

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

25,206,815
⁽²⁾

8.0%
⁽²⁾

~~(1)~~: Based solely on a Schedule 13G/A filed with the SEC on February ~~9, 2018,~~10, 2021, reporting that as of December 31, ~~2017,~~2020, The Vanguard Group, Inc. had the shared power to vote or direct the vote of 780,748 common shares, the sole power to dispose or direct the disposition of 39,188,200 common shares, and the shared power to dispose or direct the disposition of 1,725,741 common shares.

(2)

Based solely on a Schedule 13G/A filed with the SEC on January 29, 2021, reporting that as of December 31, 2020, BlackRock, Inc. beneficially owned and had the sole power to vote or direct the vote of ~~492,487~~25,836,385 common shares ~~the shared power to vote or direct the vote of 159,722 common shares,~~and the sole power to dispose of or to direct the disposition of ~~33,315,908~~30,408,772 common ~~shares, and the shared power to dispose of or to direct the disposition of 597,724 common~~ shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 344,470 common shares as investment manager of collective trust accounts, and directs the voting of these shares. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 399,261 common shares as investment manager of Australian investment offerings, and directs the voting of these shares.

(3)

~~(2)~~

Based solely on a Schedule ~~13G/A~~13G filed with the SEC on February ~~8, 2018,~~10, 2021, reporting that as of December 31, ~~2017, BlackRock, Inc. and certain subsidiaries beneficially owned and~~2020, Magellan Asset Management Limited d/b/a MPG Asset Management had ~~the sole power to dispose of or direct the disposition of all of these common shares, and~~ the sole power to vote or direct the vote of ~~22,168,885~~21,310,534 common shares and the sole power to dispose or direct the disposition of ~~these~~25,533,531 common shares.

(4)

Based solely on a Schedule 13G filed with the SEC on February 9, 2021, reporting that as of December 31, 2020, State Street Corporation and certain subsidiaries had the shared power to vote 17,748,440 common shares and the shared power to dispose of 19,603,630 common shares.

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~~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 1, ~~2018,~~2021, 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⁾		~~Percent of~~ ~~Class~~
	Gregory B. Butler				86,479(3)
~~Gregory B. Butler~~	Cotton M. Cleveland	~~86,390~~	⁽³⁾	*
~~John S. Clarkeson~~		~~32,257~~		*
~~Cotton M. Cleveland~~		~~67,041~~	67,054	*
~~Sanford Cloud, Jr.~~		~~45,956~~	⁽⁴⁾	*
James S. DiStasio		~~26,175~~		*	34,408
	Francis A. Doyle		~~21,345~~	⁽⁵⁾	*
~~Charles K. Gifford~~		~~72,417~~		*	29,607(4)
	Linda Dorcena Forry				7,669
	Gregory M. Jones				3,179
	James J. Judge		~~257,977~~		329,348⁽³⁾	*
	John Y. Kim		~~2,175~~		*	23,349
~~Paul A. La Camera~~		~~57,316~~		*
Kenneth R. Leibler		~~35,500~~		*	42,870
	Philip J. Lembo		~~40,090~~	⁽³⁾⁽⁶⁾	*
~~Leon J. Olivier~~		~~136,939~~			66,739⁽³⁾(5)	*
	David H. Long				5,040
	Joseph R. Nolan, Jr.				103,982(3)
	Werner J. Schweiger		~~252,315~~		227,590⁽³⁾(6)	*
	William C. Van Faasen		~~48,283~~		*	54,016
	Frederica M. Williams		~~17,954~~		*
~~Dennis R. Wraase~~		~~30,576~~	⁽⁷⁾	*	20,916
	All Trustees and Executive Officers as a group ~~(20~~(17 persons)		~~1,411,086~~	⁽⁸⁾	*
				1,167,228(7)

*: ~~Less than 1% of Eversource Energy common shares outstanding.~~(1)
~~(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: ~~17,626; Mr. Clarkeson: 15,269~~10,840 shares; Ms. Cleveland: ~~57,721 shares; Mr. Cloud: 34,897~~60,105 shares; Mr. DiStasio: ~~24,715~~22,639 shares; Mr. Doyle: ~~15,269~~22,639 shares; Ms. Forry: 7,669 shares; Mr. ~~Gifford: 64,764~~Jones: 3,179 shares; Mr. Judge: ~~174,196;~~59,406 shares; Mr. Kim: ~~2,175 shares; Mr. La Camera: 57,316~~8,349 shares; Mr. Leibler: ~~15,269~~22,639 shares; Mr. Lembo: ~~23,150~~13,944 shares; Mr. ~~Olivier: 28,720~~Long: 5,040 shares; Mr. Nolan: 11,845 shares; Mr. Schweiger: ~~185,768~~95,500 shares; Mr. Van Faasen: ~~46,823~~17,765 shares; and Ms. Williams: ~~16,495 shares; and Mr. Wraase: 26,576~~19,578 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: ~~5,771;~~6,587 shares; Mr. Judge: ~~25,493~~28,053 shares; Mr. Lembo: ~~2,812;~~222 shares; Mr. ~~Olivier: 4,532~~Nolan: 20,100 shares; and Mr. Schweiger: ~~262~~849 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 ~~409~~557 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.

(6)

~~(7)~~

Includes ~~4,000~~3,196 common shares ~~owned jointly~~held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of which Mr. Schweiger’s spouse is the trustee and beneficiary; and 433 shares held by Mr. ~~Wraase and his~~Schweiger’s spouse ~~with whom he shares voting and investment power.~~in a custodial account.

(7)

~~(8)~~

Includes ~~396,293~~396,504 unissued common shares. See note 2.

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Trustee Compensation

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934 requires the Trustees and executive officers of Eversource Energy and persons who beneficially own more than ten percent of our outstanding common shares to file reports of ownership and changes in ownership with the SEC and the NYSE. We assist our Trustees and executive officers by monitoring

transactions and completing and filing Section 16 reports on their behalf. Based on such reports and the written representations of our Trustees and executive officers, we believe that for the year ended December 31, 2017, all such reporting requirements were complied with in a timely manner.

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~~Table of Contents~~

~~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.~~Board of Trustees. The Compensation Committee recommends to the Board ~~of Trustees~~ 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 receives a grant under the ~~Company's~~Company’s Incentive Plan, ~~generally~~ effective on the tenth business day of ~~each~~ such

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. 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, ~~and distribution~~subject to satisfaction of the Trustee ~~in equivalent~~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. Effective January 1, 2018, non-employee Trustees are required to defer at least 50 percent of annual stock compensation until retirement, and may defer up to 100% of annual stock compensation until retirement.

~~2017~~2020 Trustee Compensation

	~~Amount~~

		Amount
Annual Cash Retainer			$~~100,000~~115,000
Annual Stock Retainer			$~~135,000~~160,000
Board and Committee Attendance Fees			None
Annual Lead Trustee Retainer			$~~27,500~~30,000
Annual Committee Chair Retainer		~~$17,500 Audit~~
	~~$12,500 Compensation~~
	~~$12,500 Corporate Governance~~
	~~$12,500 Finance~~
		$25,000 Audit Committee $15,000 Compensation Committee $15,000 Governance, Environmental and Social Responsibility Committee $15,000 Finance Committee

Annual cash retainers of ~~$100,000~~$115,000 per Trustee, additional Committee ~~and~~ Chair and Lead Trustee cash retainers and annual RSU grants for service on the Board for ~~2017~~2020 based on the amounts ~~described~~ 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 2017. As a result, the annual cash retainer was increased by $15,000 and the annual Chair and Lead Trustee cash retainers were each increased by $2,500, effective January 1, 2018.

The share ownership guidelines set forth in the ~~Company's~~Company’s Corporate Governance Guidelines require each Trustee to attain ~~and hold 7,500~~ownership of a number of common shares ~~and/or RSUs~~equal to a market value of at least five-times the ~~Company within five years from January 1 of the year succeeding their date of election to~~then current annual cash compensation retainer for service on the Board. ~~All of~~Trustees are required to defer or hold all shares awarded as annual stock compensation retainers until the ~~current Trustees exceed the required share ownership threshold except for Mr. Kim, who was elected as a Trustee effective January 1, 2018.~~

guidelines have been met.

~~Pursuant to the Company's Deferred Compensation Plan, prior~~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 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 ~~2017,~~2020, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company common shares.

Our ~~new~~ 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.

30 ~~2018~~2021 Proxy Statement

~~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 ~~2017.~~

2020.

Trustee	Fees Earned Or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total ($)
Cotton M. Cleveland		$	125,000.00		$	166,606.56		$	291,606.56
Sanford Cloud, Jr.(3)			80,000.00			166,606.56			246,606.56
James S. DiStasio			130,000.00			166,606.56			296,606.56
Francis A. Doyle			140,000.00			166,606.56			306,606.56
Linda Dorcena Forry			115,000.00			166,606.56			281,606.56
Gregory M. Jones			76,666.67			115,361.84			192,028.51
John Y. Kim			115,000.00			166,606.56			281,606.56
Kenneth R. Leibler			115,000.00			166,606.56			281,606.56
David H. Long			115,000.00			166,606.56			281,606.56
William C. Van Faasen			150,000.00			166,606.56			316,606.56
Frederica M. Williams			115,000.00			166,606.56			281,606.56

(1)

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

John S. Clarkeson
100,000 136,625.44 236,625.44
Cotton M. Cleveland
100,000 136,625.44 236,625.44
Sanford Cloud, Jr.
140,000 136,625.44 276,625.44
James S. DiStasio
112,500 136,625.44 249,625.44
Francis A. Doyle
117,500 136,625.44 254,125.44
Charles K. Gifford
112,500 136,625.44 249,125.44
Paul A. La Camera
100,000 136,625.44 236,625.44
Kenneth R. Leibler
100,000 136,625.44 236,625.44
Thomas J. May(3)
50,000 136,625.44 186,625.44
William C. Van Faasen
100,000 136,625.44 236,625.44
Frederica M. Williams
100,000 136,625.44 236,625.44
Dennis R. Wraase
100,000 136,625.44 236,625.44

~~(1)~~: Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees 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, ~~2017,~~2020, Mr. Doyle and Mr. Kim each deferred ~~100%~~100 percent of ~~his~~their cash compensation.

(2)

~~(2)~~

Reflects the grant date market value, based on a closing price of ~~$55.72~~$87.32 per share on January ~~17, 2017,~~15, 2020, of ~~2,452~~1,908 RSUs granted to all Trustees (except Mr. Jones) on January 15, 2020, and which vested on January 16, 2020. For Mr. Jones, reflects the grant date market value, based on a closing price of $85.58 per share on June 1, 2020, of 1,348 RSUs granted to Mr. Jones on June 1, 2020, and which vested on June 2, 2020. 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 17, 2017, and which vested on January 18, 2017.~~page. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividend equivalents, at December 31, ~~2017: Mr. Clarkeson: 13,094;~~2020: Ms. Cleveland: ~~50,882; Mr. Cloud: 32,722;~~60,106; Mr. DiStasio: ~~13,094;~~20,826; Mr. Doyle: ~~13,094;~~20,826; Ms. Forry: 5,856, Mr. ~~Gifford: 13,094;~~Jones: 1,366; Mr. ~~La Camera: 13,094;~~Kim: 6,536; Mr. Leibler: ~~13,094;~~20,826; Mr. Long: 3,227; Mr. Van Faasen: ~~13,094;~~17,765; and Ms. Williams: ~~13,094; and~~ 17,765.

(3)

Mr. ~~Wraase: 24,401.~~

~~(3)~~

~~Mr. May~~Cloud retired ~~as Chairman of the Board of Trustees~~ effective May ~~3, 2017.~~

6, 2020.

~~2018~~2021 Proxy Statement 31

~~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. Given the unprecedented events of the past year, this discussion also describes how we effectively responded to the COVID-19 pandemic to safeguard our employees, customers and the communities that we serve, how the Compensation Committee

~~follow.~~

considered the effects of the pandemic in its compensation decisions and how we worked to increase diversity in the workforce and raise awareness of the need for racial justice in our society. While this discussion focuses primarily on ~~2017~~2020 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 ~~specific awards~~decisions that were made ~~for performance through 2017.~~regarding 2020 performance. The CD&A also contains ~~a summary of 2017 performance,~~ an assessment of ~~the~~ performance measured against established 2020 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:


			➢ Summary of 2020 Accomplishments ➢ Pay for Performance Philosophy
			➢ Executive Compensation Governance
			~~The~~ ➢ Named Executive Officers
			➢ Overview of ~~our~~Our Compensation Program
			➢ Market Analysis
			➢ Mix of Compensation Elements ➢ Risk Analysis of Executive Compensation ➢ Results of 2020 Say on Pay Vote ➢ Elements of ~~2017~~2020 Compensation
			~~2017~~ ➢ 2020 Annual Incentive Program
			~~2017~~ Assessment ~~of Financial and Operational Performance~~
			~~Performance Goal Assessment Matrix~~

➢


			~~Description of our~~ Long-Term Incentive Program ~~Grants and Performance Plan Results~~
			~~Disclosure of our:~~
			o ➢ Clawback and No Hedging and No Pledging Policies ➢
			o Share Ownership Guidelines
			o and Retention Requirements ➢ Other Benefits
			➢ Contractual Agreements
			➢ Tax and Accounting Considerations
			➢ Equity Grant Practices ➢ Compensation Committee Report

Summary of 2020 Accomplishments

2020 and the COVID-19 Pandemic

From the beginning of the COVID-19 pandemic, we set out to continue to focus first and foremost on the safety and well-being of our stakeholders, to do for each of the groups noted below what we might be able to do in order to help them navigate through the effects of the pandemic and to assist our customers, our employees, the people and organizations who live in and operate in the communities we serve, the society we live in, and you, our shareholders, in navigating the effects of the pandemic. We acted boldly and decisively as COVID-19 emerged as a public health crisis, and immediately implemented many changes to the way we conduct our business, while continuing to remain focused on our operational and financial performance.

The results and actions taken that we report in this CD&A relate to our 2020 performance in totality, some of which were specifically in response to the pandemic, and which have hopefully made living in a pandemic environment a little more tolerable. These include:

•

For our customers — We took steps to ensure that any personal contact between our employees (both in the field

and those working remotely) and customers was performed safely and in accordance with all public health guidelines to reduce to the greatest extent possible the risk of transmission of the virus. We restored service following a substantial number of storms in a safe and effective manner, instituted a voluntary moratorium on customer shutoffs for non-payment, and offered broad payment and arrearage forgiveness plans to provide assistance from the economic pressures impacting our customers. We also made communicating with us easier, including the implementation of a new 24-hour call center, set up a dedicated team to help small business customers apply for COVID-19 related federal assistance, and we continued our industry-leading energy efficiency programs by quickly moving to virtual energy audits.

•

For our communities — We continued our support to our communities through volunteer activity and virtual events, with our employees contributing over 26,000 hours to volunteerism, and contributed $8.1 million in sponsoring or supporting the many events noted in this CD&A. Our sustainability accomplishments are making

2021 Proxy Statement 35

TABLE OF CONTENTS

Compensation Discussion and Analysis

~~Summary of 2017 Performance~~

a difference in making our communities a healthier place to live. Please see the disclosures in the 2020 Sustainability/ESG section under the headings Community and Awards.

•

For our society — Beyond the pandemic, 2020 saw a heightened focus on the criticality of racial equity and justice. In ~~2017,~~response, we ~~achieved~~increased our efforts to raise awareness of the need for social and racial justice along with our related efforts to further diversity, equity and inclusion in the workplace and workforce and help support our vision for racial justice. Our racial equity task force, focused town hall discussions, and learning hub on racial and social justice speak to this commitment.

•

For our employees — We responded to the pandemic very ~~positive~~quickly, taking the lead to implement work from home practices at the very beginning stage of the crisis, making numerous changes to work practices as a direct result of the pandemic, and continuing career development and company-paid educational opportunities for our employees. Over 800 new Eversource Gas Company of Massachusetts employees (formerly Columbia Gas of Massachusetts employees) were successfully on-boarded. No employees, whether from Columbia Gas or otherwise, lost their jobs due to the pandemic. We have also continued our open, regular and transparent communications with our employees, and we have worked in close communication and cooperation with our union leadership to keep our employees safe and help them continue to grow. The partnership with our union leadership has been instrumental and essential in helping us to deal with the many challenges of 2020.

The sections within this CD&A titled “2020 Financial and Operational Accomplishments” and “2020 Annual Incentive Program Assessment” provide additional information with respect to some of the other actions taken by us throughout the year in response to the pandemic.

Changes to 2021 Executive Compensation Programs

Due to the hardships experienced by our customers and communities as a result of COVID-19 and the extended

outages that took place in in Connecticut in 2020 following Storm Isaias, and in spite of excellent overall ~~financial~~performance by our executives in 2020, the Compensation Committee determined that it would freeze base salaries for the senior executive officers, including the Named Executive Officers, at 2020 levels, rather than provide market based base salary increases. In addition, in our engagement sessions with shareholders, we received comments relative to the 50/50 mix of RSUs and ~~operational~~Performance Shares in our long-term incentive program. As a result, the Committee revised the Performance Share Program in response to these shareholder comments and to further align our compensation programs with the Committee’s pay for performance ~~results.~~philosophy, such that 75 percent of the 2021 – 2023 Program’s long-term incentive opportunity will consist of Performance Shares and 25 percent will consist of RSUs.

2020 Performance Assessment-COVID-19

With regard to the performance goals established by the Committee prior to the spread of the virus and whether changes to those goals should be considered as a result of the pandemic, the Committee discussed the established performance goals throughout its 2020 meetings, and concluded that it would not change them, as it determined that despite the additional challenges, the Operating Plan and related performance goals could still be executed under the direction and oversight of our Chief Executive Officer and his executive team without revision.

2020 Financial and Operational Accomplishments

In 2020, we continued to outperform our peers financially, strengthened our position as a leader in ESG, and met or exceeded all of the goals set by the Committee, all while keeping our employees and customers safe. The following is a summary of some of our most important accomplishments in ~~2017:~~

2020:

•

FINANCIAL PERFORMANCE: ~~2017 Financial Accomplishments~~

•: ~~Our earnings grew by 5.1% in 2017, exceeding the established goal. 2017 earnings were $3.11 per share.~~
•: Our total shareholder return in 2017 was 18%, comparing favorably to the industry average return of 11.7%, and over the longer term, our stock performance continued to outperform the industry. This marks the eighth time in nine years that Eversource has achieved a double-digit total shareholder return. Only two other companies within the Edison Electric Institute (EEI) index of 43 utility companies have accomplished this.
•: ~~We increased our 2017 dividend to $1.90 per share, a 6.7% increase over 2016, continuing to significantly outperform the dividend growth rate of the EEI Index companies.~~
•: ~~Standard & Poor's (S&P) raised our Credit Rating from A to A+. It remains the highest holding company S&P credit rating in the industry, by two credit notches.~~

•: ~~We continued to successfully achieve operations and maintenance expense reductions in 2017, and our total utility operations and maintenance expenses were $14 million under budget.~~
•: We became the only electric and gas utility in the country to add a water utility as an additional line of business through the purchase of Aquarion Water Company. Participating in a highly competitive auction process, we negotiated a purchase agreement, received regulatory approvals in three states within five months, and closed the transaction in early December 2017, creating a new, complementary, growth-oriented business line.

32 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Set forth below is information relating to key financial metrics over the past three to five years:~~

~~Earnings Growth~~ ~~– 2015 - 2017 recurring~~2020 earnings per share ~~have grown 5.5% on average, consistent with our long-term earnings guidance~~equaled $3.55 per share, and ~~above the utility industry average.~~

~~Recurring~~non-GAAP earnings per share equaled $3.64; non-GAAP earnings excludes transactional costs relating to the highly successful acquisition in 2020 of the assets of Columbia Gas of Massachusetts (Columbia Gas).(1)

(1)

Non-GAAP EPS presented ~~below for 2015 exclude merger-related costs. A reconciliation between reported 2015 earnings~~in this proxy statement excludes the one-time transactional costs of $0.09 per share relating to the acquisition in 2020 of the assets of Columbia Gas. Eversource Energy uses this non-GAAP financial measure to more fully compare and explain 2020 results without including the ~~recurring earnings per share presented below appears under~~impact of the ~~caption entitled "Management's~~transactional costs of the Columbia Gas acquisition. Due to the effect of the acquisition costs on net income attributable to common shareholders, management believes that the non-GAAP presentation is a more meaningful representation of Eversource

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 consolidated net income attributable to common shareholders.

36 2021 Proxy Statement

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Compensation Discussion and Analysis ~~of Financial Condition and Results of Operations — Overview" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.~~

•

DIVIDENDS PAID:~~Earnings per Share~~

~~Dividend Growth~~ ~~– As a result of our continuing strong earnings growth, the~~ The Board of Trustees increased the annual dividend rate by ~~6.7%~~6.1 percent for ~~2017~~2020 to ~~$1.90~~$2.27 per share, which ~~exceeds~~exceeded the ~~EEI Index companies'~~ median dividend growth rate of ~~4.8%. The dividend growth rate~~4.5 percent for the ~~period 2015 - 2017 has averaged 6.6%, well ahead of~~utilities that constitute the ~~utility industry average.~~Edison Electric Institute Index (EEI Utility Index).

[MISSING IMAGE: tm212409d1-bc_dividendbwlr.jpg]

•

SHAREHOLDER RETURN:~~Dividends Paid~~

~~Total Shareholder Return~~ – Our Total Shareholder Return (TSR) in ~~2017~~2020 was ~~18%,~~4.5 percent, compared to ~~the 11.7% growth of~~negative 1.2 percent for the EEI Index, ~~companies and 21.8% for~~ the ~~S&P 500. We also outperformed~~5th highest TSR in the EEI Utility Index ~~companies~~of 39 companies. We have continued to outperform the EEI Utility Index over ~~2013 - 2017.~~the last one-, three-, five- and 10-year periods and the Standard & Poor’s 500 over the last three- and 10-year periods. An investment of $1,000 in our common shares atfor the ~~beginning of the five-year~~10-year period beginning January 1, ~~2013~~2011 was worth ~~$1,904~~$3,726 on December 31, ~~2017.~~

2020. The following ~~charts represent~~chart represents the comparative ~~one- and five-year~~ total shareholder returns for the periods ~~ending~~ended December 31, ~~2017, respectively:~~

2020:

Total Shareholder Return	2020		3-Year		5-Year		10-Year
Eversource		4.5%		49.4%		96.8%		272.6%
EEI Index		-1.2%		28.9%		69.1%		190.0%
S&P 500		18.4%		48.9%		103.0%		267.0%

•

STRATEGIC INITIATIVES AND REGULATORY OUTCOMES:~~One-Year Total Shareholder Return~~ Although we faced challenges caused by the restrictions resulting from the pandemic, we completed the acquisition of the assets of Columbia Gas in less than eight months; the acquisition was immediately accretive to earnings and is expected to be increasingly so in future years. As part of the acquisition regulatory approval process, we successfully reached a positive 8-year rate settlement agreement for the new entity, Eversource Gas Company of Massachusetts. We achieved constructive outcomes in our Public Service Company of New Hampshire and NSTAR Gas Company subsidiary rate reviews, completed the sale by our Aquarion Water Company of assets located in

Hingham, Massachusetts in satisfaction of a predecessor company agreement, and successfully executed several storm cost recovery proceedings in the three states we serve.

•

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

•

RELIABILITY PERFORMANCE:

~~2017 Operational Accomplishments~~

•: ~~Our overall electric system reliability performance~~Electric System Reliability, measured by months between interruptions, was top decile for our industry in ~~2017 was our best ever; on average,~~2020; customer power interruptions were ~~17.6~~on average 19.2 months ~~apart,~~apart.

[MISSING IMAGE: tm212409d1-bc_reliabilbwlr.jpg]

•

RESTORATION PERFORMANCE: The average system outage duration was 64.0 minutes, also top decile for the fastest restoration time.

[MISSING IMAGE: tm212409d1-bc_restorabwlr.jpg]

•

SAFETY: Our safety performance was 0.7, measured by days away, restricted or transferred (DART) per 100 workers, which continued to outperform the industry in 2020. In addition to our safety performance as measured by DART, the policies and ~~average restoration time~~procedures we established at the onset of the pandemic contributed significantly to our successful overall safety performance.

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Compensation Discussion and Analysis

[MISSING IMAGE: tm212409d1-bc_safetybwlr.jpg]

GAS EMERGENCY RESPONSE: On-time response to gas customer emergency calls was ~~73.2 minutes. Our performance ranks~~99.6 percent, meeting the industry average.

[MISSING IMAGE: tm212409d1-bc_gasbwlr.jpg]

•

CUSTOMERS: We continued to add to our customer messaging programs, including those relating to COVID-19, realized all-time highs in both digital messaging and estimated time-to-restore communications, led the industry in the ~~first quartile~~early implementation of customer service termination moratoria, and implemented extended customer forgiveness and payment programs. However, we acknowledge that as a result of Tropical Storm Isaias, which caused extensive, catastrophic damage to our Connecticut distribution system and many prolonged outages, our customers and our government leaders felt that our performance fell short of their expectations.

•

charging infrastructure program met its targets, we led efforts to expand Massachusetts’ utility scale solar program, and our energy efficiency programs, while slowed by the COVID-19 pandemic, continued to perform at a national leading level as rated by the American Council for an Energy Efficient Economy.

2020 Sustainability/ESG

•

SUSTAINABILITY:

•

Our ~~Massachusetts electric~~social and ~~gas distribution companies each met or exceeded Service Quality Index~~environmental accomplishments, which once again in 2020 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 2020, we were ranked top quartile within a peer group of comparably sized U.S. utilities whose ESG performance ~~targets established~~is assessed by ~~regulators~~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 ~~Massachusetts, which is~~our operations by 2030.

•

COMMUNITY: Despite the ~~only state~~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 26,000 hours in 2020 to volunteerism in our service territory communities, mostly all under constraints imposed by the pandemic. Our 2020 charitable giving totaled $8.1 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. Our Eversource Energy Foundation continues to provide direct support to organizations and large regional initiatives within our service territories. In addition, we provided accelerated and targeted community support to COVID-19 relief organizations.

•

DIVERSITY: We continued to support many programs and agencies that ~~has such performance targets.~~

•

address racial and ethnic disparities in our customers’ communities and beyond. We ~~exceeded our established targets in safety performance and response~~also continue to ~~gas service calls. Our safety performance, which is measured by Days Away or Restricted Time ("DART"), was our best ever, and in~~develop a workforce that fully reflects the ~~first quartile~~diversity of the ~~industry.~~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, disability, marital status, sexual orientation, active military or veteran status. We continued our successful

38 2021 Proxy Statement

•

TABLE OF CONTENTS

~~We added more than 10,000 new gas customers for the fifth consecutive year, exceeded our gas emergency response rate target,~~Compensation Discussion and ~~received our highest satisfaction rating (93%) for new customer connections.~~Analysis

•

~~We exceeded the target of having 37%~~

drive to increase workforce diversity; in 2020, 47.6 percent of new hires and promotions ~~within the supervisor and above management group be~~into leadership roles were women or ~~persons~~people of color. In addition, in response to the social unrest last year, we conducted listening sessions with our business resource groups and established a racial equity task force. We also started a highly attended employee town hall series focused on taking action to advance racial equality and to disrupt racism. In addition, we launched a webinar series on employee resilience and self-care and created a robust self-service, online communication and learning hub on racial and social justice.

•

~~2018 Proxy Statement~~EMPLOYEES/HUMAN CAPITAL MANAGEMENT: 33

~~Table~~Eversource recognizes that our employees are our most valuable asset. We have developed strategic workplans as part of ~~Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

•: ~~We achieved very constructive regulatory outcomes,~~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 on-boarding sessions with specific focus on engaging new Eversource Gas Company of Massachusetts employees. No employees, whether from the ~~sale~~acquired company Columbia Gas or otherwise, were subject to lay-offs as a result of the pandemic. Interactive engagement and support tools were offered 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 and our engineering associate 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 the greatest extent possible to ensure progress in future workforce technical skills and competencies. Through targeted training, development and educational activities, we offered our high performers numerous learning experiences to ensure their 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 learning experiences that promote interdependent thinking, embrace alternative perspectives, while building teamwork and collaboration represent examples of key components of our ~~New Hampshire fossil generation assets; receiving~~key talent program. With a ~~constructive rate order for our Massachusetts electric companies;~~strong focus on Diversity, Equity and ~~successfully resolving a complex~~Inclusion, discussions, programs and ~~significant dispute regarding an underwater electric cable with federal agencies~~activities were offered to provide education and ~~the Massachusetts Water Resources Authority.~~
•: ~~We continue~~experiences to ~~operate our~~further emphasize messages of Racial and Social Justice. Additionally, we leveraged educational partnerships in critical trade and technical areas and have developed proactive sourcing strategies to attract experienced

workers in highly technical roles in areas like engineering, electric and gas ~~systems well. This is~~operations, and energy efficiency. As part of this process, we identified critical roles and developed succession plans to ensure we have talent now and for the ~~result~~future. Eversource also provides employees with fair pay, comprehensive benefits, and a variety of field and classroom training opportunities throughout their careers to support their ongoing success on the job.

•

AWARDS: We continued to receive numerous local and national awards in 2020 recognizing us as a leader and catalyst in the areas of Sustainability and ESG.

•

We were again ranked in the top 100 of America’s Most Just Companies by FORBES/JUST Capital. The listing recognizes corporate social responsibility and commitment to local communities and celebrates public companies for their positive impact and leadership on priorities such as ethical leadership, environmental impact, customer treatment, fair pay and benefits, equal opportunity and shareholder return.

•

For the second year in a row, Newsweek magazine ranked Eversource as the #1 energy company in their 2021 list of the ~~continuing implementation~~Most Responsible Companies. This listing is based on an analysis of ~~best practices, focusing on investments in reliability improvements~~a company’s corporate social responsibility, as well as a public survey.

•

For the third consecutive year, we were selected to ~~reduce the number and length of outages, and performing our work safely each and every day.~~

~~Set forth below is information relating to key operational metrics over the past four years.~~

~~Reliability~~ ~~– Electric System Reliability, which is measured by months between interruptions and average time to restore power, was~~be included in the ~~first quartile of our industry, with our best results ever for the lowest number and frequency of interruptions.~~

~~Reliability Performance~~

~~Months Between Interruptions~~

~~Restoration Performance~~

~~Safety performance, measured by DART per 100 workers, improved significantly; performance was~~Bloomberg Gender-Equality Index, which recognizes companies who have shown their commitment to advancing women’s equality in the ~~first quartile~~workplace and transparency in gender reporting.

•

We were included in 3BL Media’s ranking of the top 100 Best Corporate Citizens of 2020 for leading ESG transparency and performance among 1,000 of the largest U.S. public companies.

•

Eversource was recognized by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our ~~industry~~commitment to recruiting, employing, and retaining veterans. We are proud to support veteran careers.

•

The National Organization on Disability (NOD) honored Eversource as a 2020 Leading Disability Employer. Now in its sixth year, the ~~best ever~~NOD Leading Disability Employer Seal is a recognition of organizations that are leading the way in disability inclusion and tapping into the many benefits of hiring talent who are differently-abled, including high rates of productivity and dedication, and greater employee engagement across the workforce.

•

We were again selected as a “most honored” company by Institutional Investor magazine in its survey of some 1,500 portfolio managers and investment analysts. We were designated as the #2 utility company in each of the eight company categories, including those related to ESG, by Institutional Investor magazine.

2021 Proxy Statement 39

TABLE OF CONTENTS

Compensation Discussion and Analysis

•

We were one of only four energy companies included in Barron’s 2020 Most Sustainable Companies list. Barron’s based their list on 230 performance ~~for the Company.~~

indicators that address environmental, social and governance matters.~~Safety Performance~~

~~Days Away or Restricted Time/100 Workers~~

Achievement of the ~~2017~~2020 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 ~~"2017~~“2020 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.

~~Pay for Performance~~

Pay for Performance Philosophy

The Compensation Committee links the compensation of our executive officers, including the Named Executive ~~Officers' compensation~~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.

34 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Executive Compensation Governance


What we DO:
✓		~~Pay for Performance.~~
✓		~~Share ownership and holding guidelines.~~
✓		~~Clawback policy of incentive compensation.~~
✓		~~Double-trigger change in control vesting provisions.~~
✓		~~Independent compensation consultant.~~
✓		~~Annual Say-on-Pay Vote.~~
✓		~~Payout limitations on incentive awards.~~

✓

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

✓

For 2021, 75 percent of long-term incentive compensation will be tied to performance

✓

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


What we ~~DON'T~~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 re-pricing of options.~~
✕		~~No liberal share recycling.~~
✕		~~No dividends on equity awards before vesting.~~

X Tax gross ups in any new or materially amended executive compensation agreements X Hedging, pledging or similar transactions by executives and Trustees X Liberal share recycling

Dividends on equity awards before vesting

Discounts or repricing of options or stock appreciation rights

Change in control agreements (since 2010)

•

The executive ~~and Trustee~~ share ownership and holding guidelines noted in this CD&A emphasize the importance of aligning management ~~and governance~~ with shareholders. Under the share ownership guidelines, which require our Chief Executive Officer to hold shares equal to six times base salary, we require our executives to hold ~~100%~~100 percent of the shares awarded under the ~~Company's~~Company’s stock compensation program until the share ownership guidelines have been met.

•

Our ~~new~~ 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 ~~were~~are subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, but also ~~if there had been~~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 ~~has discontinued the use of "gross-ups"~~prohibits 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 ~~all Trustees and executives from purchasing~~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. ~~This policy also prohibits all pledges, derivative transactions or short sales involving our common shares or the holding of any Company common shares in a margin account.~~

•

Our employment agreements and incentive plan ~~provide for "double-trigger"~~require a “double-trigger” change in control ~~acceleration of~~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 7, 2018 meeting, the Committee has concluded that Pay Governance is independent and that no conflict of interest exists between Pay Governance and the Company.

~~Named Executive Officers~~

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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 ~~2017,~~2020, the Named Executive Officers ~~are:~~

were:

•

James J. Judge, Chairman, President and Chief Executive Officer

•

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

•

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

•

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

•

Joseph R. Nolan, Jr., Executive Vice President — Strategy, Customer and Corporate Relations

•

Gregory B. Butler, Executive Vice President and General Counsel

~~Overview of Our Compensation Program~~

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"~~“officers” under the ~~SEC's~~SEC’s regulations

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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 ~~discussion and analysis~~CD&A refers principally to compensation for the Named Executive Officers, the same compensation principles and practices apply to all executives. The compensation of the Chief Executive Officer 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 ~~and~~for shareholders, maintaining a strong balance ~~sheet.~~sheet, and being a leader in clean energy and sustainability. The Committee also places great emphasis on ~~system reliability~~operating performance, customer service, safety, sustainability and ~~good 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, ~~with respect for~~mindful of the environment and ~~our employees,~~employee well-being, and at a reasonable cost, while providing an above-average total ~~shareholder~~ 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. ~~Levels~~Incumbent compensation levels may be ~~lower than~~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 2017~~December 2020 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. 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

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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. In February ~~2018,~~2021, 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, ~~including~~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.

Role of Management. ~~Management's~~Management’s roles, and specifically the roles of the Chief Executive Officer and the Executive Vice President of Human Resources and 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. None of the executives makes recommendations that affect ~~his or her~~their individual compensation.

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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 ~~2017~~2020 compensation:

•

~~Utility and general industry compensation survey data.~~Competitive Compensation Survey 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 isare derived from compensation consultant surveys and

: ~~serves~~ 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 ~~used~~references this information, which it ~~obtained~~obtains from Pay Governance, to evaluate and determine base salaries and incentive opportunities.

•

Peer ~~group data.~~Group Data. In support of our executive pay decisions, ~~during 2017 and early 2018,~~ 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		Dominion Energy, Inc.		Pinnacle West Capital Corporation
Ameren Corporation		DTE Energy Company		PPL Corporation
~~Ameren Corporation~~	~~Edison International~~		~~Public Service Enterprise Group, Inc.~~
American Electric Power Co., Inc.	~~Entergy Corporation~~	Edison International	~~SCANA Corp.~~	Public Service Enterprise Group, Inc.
CenterPoint Energy, Inc.	~~FirstEnergy Corp.~~	Entergy Corporation		Sempra Energy
CMS Energy Corp.	~~NiSource Inc.~~	FirstEnergy Corp.		WEC Energy Group, Inc.
Consolidated Edison, Inc.	~~PG&E Corporation~~	NiSource, Inc.		Xcel Energy Inc.
~~Dominion Resources, Inc.~~	~~Pinnacle West Capital Corporation~~

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 also determines perquisites to the extent they serve business purposes, and sets supplemental benefits at levels that provide appropriate compensation opportunities to the executives.~~

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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Mix of Compensation ~~Elements.~~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 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 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.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

The following table sets forth the contribution to ~~2017~~2020 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 Incentives
Named Executive Officer (NEO)	Base Salary		Annual Incentive(1)		Performance Shares(1)		RSUs(2)		TDC
James J. Judge		14%		18%		34%		34%		100%
Philip J. Lembo		25%		20%		27.5%		27.5%		100%
Werner J. Schweiger		25%		20%		27.5%		27.5%		100%
Joseph R. Nolan, Jr.		25%		20%		27.5%		27.5%		100%
Gregory B. Butler		28%		20%		26%		26%		100%
NEO average, excluding CEO		26%		20%		27%		27%		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
16 % 18 % 33 % 33 % 100%
Philip J. Lembo
26 % 20 % 27 % 27 % 100%
Leon J. Olivier
26 % 20 % 27 % 27 % 100%
Werner J. Schweiger
26 % 20 % 27 % 27 % 100%
Gregory B. Butler
30 % 20 % 25 % 25 % 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 increased the percentage of Performance Shares in our long-term incentive program from 50 percent to 75 percent for all of the Named Executive Officers. As a result, the percentage of Performance Shares in 2021 will increase from 34 percent of TDC to 51 percent for Mr. Judge, from 27.5 percent of TDC to 41 percent for Messrs. Lembo, Schweiger and Nolan, and from 26 percent of TDC to 39 percent for Mr. Butler.

(2)

~~(2)~~

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

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

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Risk Analysis of Executive Compensation ~~Program.~~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 ~~officers~~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 ~~on-going~~ongoing basis by reviewing the various elements of incentive compensation. The annual incentive program ~~was~~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 ~~was~~is designed to ensure that the performance metrics ~~were~~are properly weighted and supportive of the ~~Company's strategic plan.~~Company’s strategy. The Committee reviewed the overall compensation program in the context of risks identified in the annual operating ~~and strategic plans, which were both previously subject to Enterprise Risk Management and Risk Committee review.~~

plan. The annual and long-term incentive programs were designed to include mechanisms to mitigate risk. These mechanisms include realistic goal 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 and safety goals and other strategic initiatives for annual performance awards to avoid excessive focus on a single measure of performance;

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•: 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%~~200 percent of target;

•

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

•

Stock ownership requirements for all executives, including our ~~Named Executive Officers,~~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.

Results of Our ~~2017~~2020 Say-on-Pay ~~Vote.~~Vote

We are requesting that ~~Shareholders~~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 ~~3, 2017, 89%~~6, 2020, 89 percent of the votes cast on the Say-on-Pay proposal were voted to approve the ~~2016~~2019 compensation of the Named Executive Officers, as described in our ~~2017~~2020 proxy statement. Say-on-Pay results of the Company, along with utility and general industry

peers, are reviewed ~~with~~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 2020 Compensation

~~Elements of 2017 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

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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.

Due to the hardships experienced by our customers and communities as a result of COVID-19 and the extended outages that took place in 2020 in Connecticut following Storm Isaias, and in spite of excellent performance by our executives in 2020, the Compensation Committee determined that it would freeze base salaries for the senior executive officers, including the Named Executive Officers, at 2020 levels, rather than provide market based base salary increases.

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. ~~We are requesting that our shareholders approve the 2018 Eversource Incentive Plan at this year's Annual Meeting. Please see Item 3 in this proxy statement.~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~2017 Annual Incentive Program~~

2020 Annual Incentive Program Assessment

In early February ~~2017,~~of 2020, the Committee established the terms of the ~~2017~~2020 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 ~~65%~~70 percent to ~~115%~~125 percent of base salary.

At the February ~~2017~~2020 meeting, the Committee determined that for ~~2017~~2020 it would continue to base ~~70%~~70 percent of the annual incentive performance goals on the ~~Company's~~Company’s overall financial performance and ~~30%~~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 0%zero percent to ~~200%~~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 ~~70%,~~60 percent, dividend growth, ~~goal,~~ weighted at ~~20%,~~10 percent, and ~~credit rating,~~advancement of strategic growth initiatives and regulatory

outcomes, weighted at ~~10%.~~30 percent. For the operational component, the Committee used the following goals: combined service reliability and restoration goals, weighted at ~~60%; combined key strategic regional energy projects, success in regulatory outcomes and improvement of the customer experience goals, weighted at 25%;~~50 percent, and combined safety ratings, gas service response, ~~and~~ diversity promotions and hires of leadership employee positions, ~~goals,~~and sustainability, customer and clean energy initiatives, weighted at ~~15%.~~

50 percent.

In establishing the individual annual performance goals, the Committee sets stretch goals for both the Financial and Operational components. Many of the goals use performance ranges, as opposed to threshold or target metrics, whereby the lower end of the performance range does not represent average or less compared to industry peers, or other similar performance benchmarks, but requires performance that exceeds industry standards, peer performance and other benchmarks in order to be met, while achievement at the higher end of the range represents top-of-industry performance. Achieving performance of these stretch goals within the particular range will therefore justify an assessment beyond target.

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2020 Performance Goals

At the December ~~2017~~2020 meeting of the Committee, management provided an initial review of the ~~Company's 2017~~Company’s 2020 performance, followed in February ~~2018~~2021 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 ~~continuously~~ provided updates during ~~2017~~2020 on corporate performance. At the February ~~2018~~8, 2021 meeting, the Committee determined, based on its assessment of the financial and operational performance goals, to set the level of achievement of combined financial and operational performance goals results at ~~160% of target,~~161 percent, reflecting the ~~overall~~ strong performance of the Company and the executive ~~team.~~team in executing the Company’s Operating Plan and adapting quickly to the 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 ~~161% of target~~116 percent and the weighted operational performance goals result was ~~155% of target. The individual financial~~45 percent. In making the awards, the Committee made its determinations on the results without factoring the pandemic into its deliberations and ~~operational~~

~~performance goals results are as set forth below.~~did not take into account the additional complexities involved in executing the Operating Plan and accomplishing the goals. The Chief Executive Officer recommended to the Committee ~~payout levels~~awards for the executives (other than himself) 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 ~~three-component~~ criteria.

Financial Performance Goals Assessment

•

FINANCIAL PERFORMANCE:Our non-GAAP earnings per share in ~~2017~~2020, which excludes the Columbia Gas asset acquisition transactional costs, increased by ~~5.1% over 2016~~5.5 percent when compared to non-GAAP earnings per share in 2019, and ~~exceeded~~met the established goal of ~~$3.10; 2017 earnings equaled $3.11 per share. We exceeded~~$3.64. The Company was able to achieve this goal through effective management of the ~~earnings goal despite~~2020 Operating Plan on a day-by-day basis and by overcoming several ~~significant~~ challenges to plan achievement, including higher than ~~anticipated~~plan O&M expenses caused primarily by the significant number and severity of storm events and the financial and operational impacts of the COVID-19 pandemic.

In determining that it was appropriate to assess the earnings per share goal based on recurring, non-GAAP earnings, the Committee considered the fact that the one-time transactional costs ~~and lower sales~~of the complex Columbia Gas asset acquisition, which were the only costs excluded in ~~2017, which resulted in significantly lower than~~

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~~Table~~the calculation of ~~Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

: ~~expected revenues of nearly $40 million. In~~non-GAAP earnings, were a ~~demanding operating environment,~~significant strategic opportunity for the Company, ~~reduced costs to mitigate these challenges.~~completed in an accelerated timeframe with constructive regulatory outcomes. The Committee determined the earnings per share goal to have attained a ~~155%~~150 percent performance result.

•

DIVIDEND GROWTH:

•

We increased our dividend to ~~$1.90~~$2.27 per share, a ~~6.7%~~6.1 percent increase from the prior year, ~~compared to~~significantly above the utility ~~industry's~~industry’s median dividend growth of ~~4.8%.~~4.5 percent for the EEI Utility Index. The Committee determined this goal to have attained a ~~160% performance.~~160 percent performance result.

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•

~~S&P raised~~

STRATEGIC INITIATIVES AND REGULATORY OUTCOMES: Although we faced challenges caused by the ~~Company's credit rating~~restrictions resulting from the pandemic, we completed the acquisition of the assets of Columbia Gas in ~~December 2017~~less than eight months; the acquisition was immediately accretive to ~~A+. This rating represents~~earnings and is expected to be increasingly so in future years. As part of the ~~highest S&P holding~~acquisition regulatory approval process, we successfully reached a positive 8-year rate settlement agreement for the new entity, Eversource Gas Company of Massachusetts. We achieved constructive outcomes in our Public Service Company of New Hampshire and NSTAR Gas Company subsidiary rate reviews, completed the sale by our Aquarion Water Company of assets located in Hingham, Massachusetts in satisfaction of a predecessor company ~~credit rating~~agreement, and successfully executed several storm cost recovery proceedings in the ~~utility industry, and continues to provide the foundation for favorable financing opportunities. The industry average credit rating at S&P is "BBB+."~~three states we serve. The Committee determined this goal to have attained a ~~200%~~200 percent performance result.

Operational Performance Goals Assessment

•

~~The Company's total electric system reliability performance exceeded targeted performance and was its best ever. Average~~RELIABILITY PERFORMANCE: Electric System Reliability, measured by months between interruptions, ~~equaled 17.6~~was top decile in our industry in 2020; customer power interruptions were on average 19.2 months near the highest end of the performance zone established by the Committee of 15 to 18 months and in the first quartile of industry peers. System average restoration duration time equaled 73.2 minutes, well within the performance zone established by the Committee of 76 to 63 minutes and also in the first quartile of industry peers.apart. The Committee determined ~~these goals~~this goal to have ~~each~~ attained a ~~175%~~175 percent performance result.

•

RESTORATION PERFORMANCE: The average system outage duration was 64.0 minutes, which was in the top decile of the industry for the fastest restoration time. The Committee determined this goal to have attained a 175 percent performance result.

•

SAFETY:

•

~~We exceeded the~~ Our safety performance ~~goal~~was 0.7, measured by days away, restricted or transferred (DART) per 100 workers, which continued to outperform the industry in 2020. In addition to our safety performance as measured by DART, the policies and procedures we established at the onset of ~~between 0.9 - 1.2 DART per 1,000 employees; DART equaled 0.6 in 2017,~~ the ~~best performance in the Company's history~~pandemic were and ~~also industry first quartile~~continue to be a significant and successful part of our overall safety performance. The Committee determined this goal to have attained a ~~200%~~150 percent performance result.

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•

GAS EMERGENCY RESPONSE:On-time response to gas customer emergency calls was ~~99.6%, which exceeded the goal of 99.1% and was also first quartile vs.~~99.6 percent, meeting industry ~~peers.~~standards. The Committee determined this goal to have attained a ~~125%~~100 percent performance result.

•

~~In 2017, 37.5%~~DIVERSITY: 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, disability, marital status, sexual orientation, active military or veteran status. We continued our successful drive to increase workforce diversity; in 2020, 47.6 percent of new hires and promotions into leadership roles were women or people of ~~color, slightly ahead of~~color. In addition, in response to the ~~goal of 37%.~~social unrest last year, we conducted listening sessions with our business resource groups and established a racial equity task force. We also started a highly attended employee town hall series focused on taking action to advance racial equality and to disrupt racism. In addition, we launched a webinar series on employee resilience and self-care and created a robust self-service, online communication and learning hub on racial and social justice. The Committee determined this goal to have attained a ~~100%~~200 percent performance result.

•

SUSTAINABILITY:

•

~~The Company successfully expanded~~ Our goal in 2020 was to be in the ~~functionality~~75th percentile performance of ~~its customer website and outage communication systems and strengthened media outreach efforts.~~a peer group of comparably sized U.S. utilities whose ESG performance is assessed by two leading sustainability rating firms.

Eversource’s performance was determined to be at the 85th percentile of the peer group. The Committee determined this goal to have attained a ~~75%~~150 percent performance result.

•

CUSTOMERS:

•

~~The Company achieved several constructive regulatory outcomes~~ We continued to add to our customer messaging programs, including those relating to COVID-19, realized all-time highs in ~~each~~both digital messaging and estimated time to restore communications, led the industry in the early implementation of customer service termination moratoria, and implemented extended customer forgiveness and extended payment programs. However, we acknowledge that as a result of Tropical Storm Isaias, which caused extensive, catastrophic damage to our Connecticut distribution system and many prolonged outages, our customers’ and government leaders’ perception was that our performance fell short of their expectations. In recognition of this sentiment, the Committee did not attribute any performance percentage value to the customer goals in its overall assessment to the goals, such that the goal was assessed at zero percent.

•

CLEAN ENERGY LEADERSHIP: Regarding our offshore wind projects, we continued to advance the New London State Pier project in Connecticut, giving our partnership access to the leading offshore wind port in the Northeast; reached a comprehensive settlement for the joint Eversource/Ørsted South Fork project with the Town of East Hampton, New York and the Board of Trustees for South Fork relating to the installation of the ~~three states~~onshore transmission facilities to be constructed in ~~which Eversource provides service. These included the sale of our New Hampshire fossil generation assets, a constructive Massachusetts rate case approval,~~those two communities; and ~~a settlement agreement to for approval~~submitted Construction and Operating Plans with the ~~Connecticut Public Utility Authority~~U.S. Bureau of Ocean Energy Management for the joint Eversource/Ørsted Revolution Wind and Sunrise Wind projects. In June of 2020, we began construction of a first in ~~connection with a previous filed rate review.~~the nation community battery storage project at the Provincetown, Massachusetts town transfer station. Our electric vehicle charging infrastructure program met its 2020 targets; we led efforts to expand Massachusetts’ utility scale solar program, and our energy efficiency programs, while slowed by the COVID-19 pandemic, continued to perform at national leading level as noted by the American Council for an Energy Efficient Economy. The Committee determined this goal to have attained a ~~200%~~125 percent performance result.

48 2021 Proxy Statement

•

While we made substantial progress on our major ongoing strategic projects in 2017, we encountered a significant setback on our Northern Pass Transmission project in early 2018, when the New Hampshire Site Evaluation Committee rejected the project. We continue to work on a path forward. Bay State Wind received approval of a Site Assessment Plan from the U.S. government, the first off-shore wind project to do so. We are awaiting a decision on Bay State Wind's off-shore wind proposal bid to the Massachusetts Clean Energy request for proposal. Our Access Northeast gas pipeline project received an adverse court decision in 2016 relating to our ability to secure supply contracts. We are reconfiguring the project in light of this decision. We are the only electric

TABLE OF CONTENTS

Compensation Discussion and gas utility in the country to add a water utility as an additional line of business through our purchase of Aquarion Water Company. Participating in a highly competitive auction process, we negotiated a purchase agreement, received regulatory approvals in three states within five months, and completed the acquisition in December, adding a new, complementary and growth-oriented business line. The Committee determined this goal to have attained a 75% performance result.

Analysis

~~2018 Proxy Statement~~ 41

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

2020 Annual Incentive Program Performance Assessments

~~2017 Annual Incentive Program Performance Assessments~~

Financial Performance Goals

Category		~~2017 Goal~~	~~Company Performance~~	~~Indicative~~ ~~Assessment~~

				2020 Goal		Company Performance		Assessment
	Earnings Per Share		$~~3.10~~3.64 earnings per share	~~Exceeded: $3.11~~	Achieved: Non-GAAP earnings per share, excluding only the Columbia Gas acquisition costs, equaled $3.64 per share, an increase of 5.5% over 2019 and exceeded forecasted industry average		150%
	Dividend Growth		Increase dividend beyond industry average		Achieved: Increased dividend to $2.27 per share, a ~~5.1% increase over 2016, significantly outperforming industry average growth of nearly 4%~~		~~155%~~
~~Dividend Growth~~		~~Increase dividend $0.12 to $1.90 per share~~	~~Achieved: Increased to $1.90 per share, a $0.12~~$0.13 increase and ~~6.7%~~6.1% growth ~~significantly~~over 2019, exceeding the industry median of ~~4.8%~~4.5%		160%
~~Credit Rating~~	Strategic Growth Initiatives	~~Maintain the top tier S&P "A" credit rating~~	Advancement of Key Strategic Projects and Regulatory Outcomes		Exceeded: ~~S&P rating raised~~Despite the restrictions resulting from the pandemic, we completed the acquisition of the assets of Columbia Gas in less than eight months at a very favorable price and the acquisition was immediately accretive to ~~"A+",~~earnings and expected to be increasingly so in future years. We realized constructive outcomes in our Public Service Company of New Hampshire and NSTAR Gas Company subsidiary rate reviews, successfully completed the ~~highest holding company credit rating~~divestiture of generation assets in New Hampshire; completed the sale by our Aquarion Water Company of assets located in Hingham, Massachusetts and executed several incremental cost recovery filings in the ~~utility industry by two notches~~three states we serve		200%

Weightings = Earnings Per Share – ~~70%~~60%; Dividend Growth – ~~20%~~10%; ~~Credit Rating~~Strategic Growth Initiatives – ~~10%~~30%

2021 Proxy Statement 49

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Compensation Discussion and Analysis

Operational Performance Goals

Category	2020 Goal	Company Performance	Assessment
Reliability — Average Months Between Interruptions (MBI)	Achieve MBI of within 15.5 to 18.5 months	Exceeded: MBI = 19.2 months. Above the high level of the performance goal’s range and in the top decile of the industry peer group	175%
Average Restoration Duration (SAIDI)	Achieve SAIDI of 64 to 77 minutes	Achieved: SAIDI = 64.0 minutes. At the lowest (best) end of the performance range, and in the top decile of the industry group as measured by recognized industry standards	175%
Safety Rate (Days Away Restricted Time (DART))	0.5 – 0.9 DART	Achieved: 0.7 DART — Within performance range of the goal and exceeding industry peers, with strong performance in responding to the pandemic	150%
Gas Service Response	99.2% – 99.6% on time	Achieved: 99.6%; Performance equal to industry average	100%
Diverse Leadership	40% diverse hires or promotions of leadership level	Exceeded: 47.6% – Performed well above the goal. We continued support of community efforts that address racial inequality and maintained focus within the Company of our commitment to advance racial equality	200%
Sustainability Ranking	75th percentile vs. US peer companies	Exceeded: At 85th percentile, Eversource outperformed the peer group and is well into the first quartile; numerous recognitions and awards acknowledging the Company’s sustainability excellence again in 2020	150%
Transform the Customer Experience	Launch new mobile app; increase accuracy of restoration time and customer digital engagement	Not Achieved: The “Ways to Save” initiative’s targeted messaging and channels have pivoted to assist customers during the pandemic response with activities such as COVID-19 related product offers, employee high bill training, and virtual energy assessments. The estimated restoration time metric outperformed the goal and finished the year at 93%. Digital Customer Engagement finished above target at 88%, supported by enhancements to the Eversource.com Account Overview page, which has increased our search engine optimization and driven increased web traffic. However, despite these positive advancements, the Compensation Committee determined that because customers and other stakeholders, in Connecticut, felt our storm performance was inadequate, this measure was assessed to have not been achieved	0%

50 2021 Proxy Statement

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Compensation Discussion and Analysis

Category	2020 Goal	Company Performance	Assessment
Clean Energy Execution	Successfully advance and execute clean energy initiatives	Achieved: We have made significant progress on advancing our agreement with the New London State Pier redevelopment, which provides our partnership access to the leading offshore wind port in the Northeast and a strategic advantage that permits greater flexibility in our installation vessel options. Our EV program met year end targets and our energy storage initiative is expected to be in service in mid-2021, within the approved MDPU window. Our energy efficiency programs were impacted by COVID-19, and in response we became the first utility in the nation to conduct virtual home energy audits for our customers	125%
Weightings = Reliability – 25% Restoration – 25%; Safety, Gas Response, Diversity, Sustainability and Key Initiatives – 50%

Performance Goals Assessment

	Financial Performance at 166% (weighted 70%)					116%
	Operational Performance at 149% (weighted 30%)					45%
	Overall Performance					161%

~~Operational Performance Goals~~Additional Factors

Category
2017 Goal
Company Performance
Indicative
Assessment

Reliability – Average Months Between Interruptions (MBI) Achieve MBI of within 15 to 18 months Exceeded: MBI = 17.6 months. At the top of targeted performance zone, and first quartile vs. industry peers and best ever performance 175%
Average Restoration Duration (SAIDI) Achieve SAIDI of 76 to 63
minutes Achieved: SAIDI = 73.2 minutes. Within targeted performance and first quartile vs. industry peers 175%
Safety Rate 0.9 - 1.2 days away/restricted Exceeded: 0.6 DART
Best year ever for safety; performance exceeded target range and was first quartile in industry
200%
Gas Service Response 99.1% Exceeded: 99.6%; also achieved
all regulatory mandated targets and response was at first quartile vs. industry peers' performance 125%
Diverse Leadership 37% hires or promotions of leadership level be women or people of color Exceeded: 37.5%, .5 percentage points above target 100%
Improve the Customer Experience Customer billing improvements, enhanced communications, improved digital experience and community support Partially Achieved: Improvements made as planned in digital offerings and enhanced outage communications. Customer satisfaction scores below expectations 75%
Positive Regulatory Outcomes – Divestiture & State rate activity Successfully complete the generation assets sale and constructive rate case results Exceeded: Successfully completed N.H. Generation Divestiture and the MA Rate Case. CT Rate Case was filed and a settlement agreement was reached and filed with PURA for approval 200%
Positive Outcomes on Key Strategic Initiatives Major strategic initiatives Partially Achieved: Aquarion Water Company purchase completed. Bay State Wind making good progress. NPT was selected by Massachusetts in the State's clean energy RFP and progressed through several key siting approvals but was denied approval by New Hampshire Site Evaluation Committee. Access Northeast reconfiguring in light of adverse court decision. 75%

Weightings = Reliability and Restoration – 60%; Key Corporate Initiatives – 25%; Safety/Gas Service/Diversity – 15%

~~Performance Goals Assessment~~


~~Financial Performance at 161% (weighted 70%)~~			~~113%~~
~~Operational Performance at 155% (weighted 30%)~~			~~47%~~
~~Overall Performance~~			~~160%~~

42 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Additional Factors~~

The following ~~key~~important financial, strategic, operational, environmental and customer-focused results were also considered ~~significant~~ by the Committee in ~~making an assessment of~~assessing overall financial and operational performance, but were not given specific weightings or assigned a specific performance assessment score:

•

We ~~resolved a long-standing dispute with federal~~were again ranked in the top 100 of America’s Most Just companies by FORBES/JUST Capital. The listing recognizes corporate social responsibility and ~~state agencies regarding~~commitment to the ~~location~~local communities and celebrates public companies for their positive impact and leadership on priorities such as ethical leadership, environmental impact, customer treatment, fair pay and benefits, equal opportunity and shareholder return.

•

Again this year, Newsweek magazine ranked Eversource as the #1 energy company in their 2021 list of the Most Responsible Companies. This listing is based on an analysis of a ~~critical underwater electric transmission line providing service~~company’s corporate social responsibility, as well as a public survey.

•

For the third consecutive year, we were selected to be included in the ~~Massachusetts Water Resources Authority.~~Bloomberg Gender-Equality Index, which recognizes companies who have shown their commitment to advancing women’s equality in the workplace and transparency in gender reporting.

•

Eversource was included in 3BL Media’s ranking of the top 100 Best Corporate Citizens of 2020 for leading ESG transparency and performance among 1,000 of the largest U.S. public companies.

•

Eversource was recognized by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for our commitment to recruiting, employing, and retaining veterans. We are proud to support veteran careers.

•

The National Organization on Disability (NOD) honored Eversource as a 2020 Leading Disability Employer. Now in its sixth year, the NOD Leading Disability Employer Seal is a recognition of organizations that are leading the way in disability inclusion and tapping into the many benefits of hiring talent who are differently-abled, including high rates of productivity and dedication, and greater employee engagement across the workforce.

•

We ~~continued~~were one of only four energy companies included in Barron’s 2020 Most Sustainable Companies list. Barron’s bases this list on 230 performance indicators that address environmental, social and governance matters.

•

2021 Proxy Statement 51

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Compensation Discussion and ~~grow the natural gas delivery business. We added more than 10,000 new gas customers~~Analysis

•

Our 2020 charitable giving totaled $8.1 million, including major event lead sponsorships for the ~~fifth consecutive year~~Eversource Walk for Children’s Hospital of Boston, Eversource Walk and ~~achieved our highest-level rating~~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 ~~93% from new customers.~~

•

Wethese events were ~~recognized as being~~held “virtually”, and many Eversource employees assisted in carrying out of these events to help ensure their success.

Individual Executives’ Performance Factors Considered by the ~~number one energy efficiency provider in~~Committee

It is the ~~most recent report.~~

•

~~We are proceeding with a planned development of 18 sites in Massachusetts that will provide 62MW of solar generation and an anticipated rate base investment of $180 million.~~

•

~~We received approval in our Massachusetts rate filing of $100 million to advance energy storage and electric vehicle charging infrastructure.~~

~~Individual Performance Factors Considered by the Committee~~

~~The goal of the Committee for 2017 was again~~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 ~~also on~~ 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. The Committee and all other independent~~

~~Trustees assessed~~results. With respect to the ~~performance of our~~ Chief Executive Officer, the Committee and ~~based~~the independent Trustees assessed his performance. Based on the recommendations of the Chief Executive Officer as to executives other than himself, 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 Named Executive Officers, 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 excellent, the Committee~~and approved annual incentive

program payments for the Named Executive Officers at levels that ranged from ~~148%~~149 percent to ~~161%~~167 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~~Judge’s annual incentive payment of ~~$2,285,000,~~$2,750,000, which was ~~160%~~161 percent of target and which reflects his and the ~~Company's continued strong~~Company’s excellent 2020 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 Committee also reviewed the additional accomplishments of the Company and the superior leadership of Mr. Judge, ~~in every part~~who again led a very high- performing company to another successful year, including Mr. Judge’s continued emphasis on the importance of both protecting the planet and pushing for racial and social justice while ensuring a focus on the safety of our employees and the public from the very beginning of the ~~business, significantly advancing the Company towards its goal of being recognized as the best energy company in the country.~~

pandemic, which he continues to do to this day.

2020 & 2019 Annual Incentive Program Awards

Named Executive Officer	2020 Award			2019 Award
James J. Judge		$	2,750,000		$	3,000,000
Philip J. Lembo			950,000			1,000,000
Werner J. Schweiger			950,000			1,050,000
Joseph R. Nolan, Jr.			850,000			774,000
Gregory B. Butler			700,000			740,000

~~2017 Annual Incentive Program Awards~~

Named Executive Officer
Award

James J. Judge
$ 2,285,000
Philip J. Lembo
700,000
Leon J. Olivier
775,000
Werner J. Schweiger
775,000
Gregory B. Butler
625,000

Long-Term Incentive Program

General Discussion and Changes for 2021

~~Long-Term Incentive Program~~

~~General~~

Our long-term incentive program is intended to focus on the ~~Company's~~Company’s longer-term strategic goals and to help retain our executives. A new three-year program commences every year. For the ~~2017 - 2019 Long-Term Incentive Program,~~three programs described below, each ~~executive's~~executive’s target long-term incentive opportunity consisted of ~~50% Eversource Energy~~50 percent Performance Shares and ~~50%~~50 percent RSUs. However, for the 2021 – 2023 Program, we have increased the percentage of total long term incentive opportunity that is provided in performance shares to a mix of 75 percent Performance Shares and 25 percent RSUs in response to shareholder comments that we received at shareholder engagement sessions that 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. 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.

~~Mr. Judge was elected President and Chief Executive Officer of the Company on April 6, 2016 upon the~~

Performance Share Grants

~~2018 Proxy Statement~~ 43

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

General

retirement of Thomas J. May. Mr. Judge had previously served as Executive Vice President and Chief Financial Officer of the Company until his election as President and Chief Executive Officer. Mr. Lembo was elected Executive Vice President and Chief Financial Officer of the Company on May 4, 2016, having previously served as Vice President and Treasurer. Thus, 2017 was the first year during which the Committee made long term incentive program stock awards to Mr. Judge and Mr. Lembo in their new positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively. The grant date fair values of Mr. Judge's and Mr. Lembo's 2017 stock awards under the 2017 long term incentive program were $5,504,904 and $1,314,086, respectively, compared to their 2016 awards of $1,382,021 and $212,300 respectively.

~~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

52 2021 Proxy Statement

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Compensation Discussion and Analysis

shares. The number of Performance Shares ~~granted are~~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,~~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 deemed to be invested in additional Performance Shares, which remain at risk and do not vest until actual performance for the period is determined.

~~Performance Shares under the 2017 – 2019 Program~~Performance Shares under the 2020 – 2022 and 2019 – 2021 Programs

For the ~~2017 - 2019~~2020 – 2022 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 ~~2016 and 2015,~~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.

The Committee also determined that for the 2020-2022 Program it would increase the degree of EPSG performance required to achieve a target (100 percent) award from that required under previous years’ Programs, and modified the Program by adding additional levels for which no award of shares would be made.

The number of Performance Shares awarded at the end of the three-year period ranges from 0%zero percent to ~~200%~~200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrix below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the ~~2017 - 2019~~2020-2022 Program for our Named Executive Officers ranged from ~~35%~~90 percent to ~~213%~~240 percent of base salary. ~~For the 2017 - 2019 Program, EPSG ranges from 0% to 9%, while TSR ranges from below the 10th percentile to above the 90th percentile. The Committee determined that payout~~Vesting at ~~100% of target should be challenging but achievable. As a result, vesting at 100%~~100 percent of target occurs at various combinations of EPSG and TSR performance. In addition, the value of any performance shares that actually vest may increase or 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~~members of the Board determined the Performance Share grants for the Chief Executive Officer. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers.

~~Performance Shares under the 2016 – 2018 Program~~

For the ~~2016 - 2018~~2019-2021 Program, the Committee used the same performance measures of EPSG and TSR, and used the same criteria used in the ~~2017 - 2019 Program described above and the 2015 - 2017 Program described below.~~

2018-2020 Program.

The performance ~~matrix~~matrices set forth below ~~describes~~describe how the Performance Share payout will be determined under the ~~2016 - 2018 and 2017 - 2019~~2020 – 2022 Long-Term Incentive Programs and how the Performance Share payout was determined under the ~~2015 - 2017~~2018 – 2020 Program and will be determined under the 2019 – 2021 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.

44 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~2015~~2018 – ~~2017, 2016~~2020 and 2019 – ~~2018 and 2017 – 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
Three-Year	Three-Year Relative Total Shareholder Return Percentiles
											Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
Average EPS Growth	Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
											110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
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%
											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%

2021 Proxy Statement 53

TABLE OF CONTENTS

Compensation Discussion and Analysis

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%

Long-Term Incentive Program Performance
Share Grants at Target

Named Executive Officer
2016 – 2018
Performance
Share Grant
2017 – 2019
Performance
Share Grant

James J. Judge
12,004 48,259
Philip J. Lembo
1,844 11,520
Leon J. Olivier
12,607 12,526
Werner J. Schweiger
11,805 11,703
Gregory B. Butler
7,791 9,052

Named Executive Officer	~~Results of the 2015~~2020 – ~~2017~~ 2022 Performance Share ~~Program~~Grant
James J. Judge		35,849
Philip J. Lembo		8,635
Werner J. Schweiger		9,235
Joseph R. Nolan, Jr.		7,616
Gregory B. Butler		6,575

Results of the 2018 – 2020 Performance Share Program

The ~~2015~~2018 – ~~2017~~2020 Program ~~ended~~was completed on December 31, ~~2017.~~2020. The actual performance level achieved under the Program was a three-year average adjusted EPS growth of ~~5.5%~~5.4 percent and a three-year total shareholder return at the 41^st92nd percentile, which, when interpolated in accordance with the criteria established by the Committee, ~~in 2015,~~ resulted in vesting performance ~~shares~~share units at ~~106%~~156 percent of target. ~~This determination was made~~2019 and 2020 non-GAAP earnings per share, which excluded the Northern Pass Transmission Project impairment charge in ~~accordance with~~2019, as disclosed in our 2020 proxy statement CD&A, and the Columbia Gas acquisition transaction costs charge in 2020, were the basis for performance ~~criteria approved~~level assessment determined by the Committee at ~~the commencement of the performance period.~~its February 2020 and 2021 meetings. Please see “2020 Annual Incentive Program Assessment — FINANCIAL PERFORMANCE” in this CD&A. At its February ~~7, 2018~~8, 2021 meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance ~~criteria, and it considered all non-recurring items in determining that~~

~~the adjusted EPS was calculated in accordance with the plan documents.~~criteria. The number of Performance Shares awarded to the Named Executive Officers were approved as set forth in the table below.

~~2015 – 2017 Long-Term Incentive Program Performance Share Award~~


~~2015~~2018 – ~~2017~~2020 Long-Term Incentive Program Performance Share ~~Grants at Target~~ Awards
	Named Executive Officer			Performance Share Award
	James J. Judge				83,274
~~Named Executive Officer~~	Philip J. Lembo		~~Performance Share Award~~
				18,186
~~James~~	Werner J. ~~Judge~~	Schweiger		~~11,436~~
~~Philip J. Lembo~~			~~1,984~~
~~Leon J. Olivier~~			~~12,019~~	18,464
~~Werner J. Schweiger~~	Joseph R. Nolan, Jr.		~~11,319~~		13,172
	Gregory B. Butler			~~8,052~~		14,318

Restricted Share Units (RSUs)

General

~~2018 Proxy Statement~~ 45

~~Table of Contents~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Restricted Share Units (RSUs)~~

~~General~~

Each RSU granted under the long-term incentive program entitles the holder to receive one ~~Company~~ common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on our common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting

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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 and measured in dollars.~~grant. In ~~2017,~~2020, 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 ~~35%~~90 percent to ~~213%~~240 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. 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 ~~dollars~~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%~~100 percent of target were approved as set forth in the table below.

	RSU Grants
Named Executive Officer	2018		2019		2020
James J. Judge		48,912		46,249		35,849
Philip J. Lembo		10,682		10,103		8,635
Werner J. Schweiger		10,845		10,103		9,235
Joseph R. Nolan, Jr.		7,737		7,623		7,616
Gregory B. Butler		8,410		8,328		6,575

Clawbacks

RSUs Awarded
Named Executive Officer
2015
2016
2017

James J. Judge
9,800 12,004 48,259
Philip J. Lembo
1,700 1,844 11,520
Leon J. Olivier
10,300 12,607 12,526
Werner J. Schweiger
9,700 11,805 11,703
Gregory B. Butler
6,900 7,791 9,052

~~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 ~~would~~will be required by our 2018 Incentive Plan to reimburse us for ~~certain~~ incentive compensation awards received by ~~him or her.~~

them for that year.

~~No Hedging and No Pledging Policy~~

No Hedging and No Pledging Policy

We have ~~adopted~~ 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.~~executives, including exchange-traded options to purchase or sell securities of the Company (so-called “puts” and “calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of securities of the Company

(including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds). This policy also prohibits ~~all pledging, derivative transactions of~~ short sales, ~~involving our common shares or~~ the holding of any Company common shares in a margin ~~account.~~

account, borrowing shares, selling future securities that establish a position that increases in value as the value of the Company’s stock decreases, or pledging the 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.

~~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 to own common shares equal to six times base salary,

executive vice presidents to own a 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

46 ~~2018 Proxy Statement~~

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common shares equal to one to one and one half times base salary.

Officers (and Trustees) may only transact in Eversource Energy common

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shares during approved trading windows and are subject to continuing compliance with our share ownership guidelines.

Executive Officer

		Base Salary Multiple
	Chief Executive Officer		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% of the net shares. Unexercised stock options and unvested~~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~~

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%~~60 percent of pre-retirement compensation (subject to certain reductions) for Messrs. Judge, Lembo, ~~and~~ Schweiger and Nolan, and approximately ~~50%~~50 percent of such compensation for Mr. Butler. The supplemental program ~~has been~~was discontinued in 2012 for ~~newly-elected~~newly elected officers.

As set forth in on pages 43 and 44 of this CD&A, Mr. Judge and Mr. Lembo were elected to the positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer respectively in 2016, such that 2017 was the first year that each served in his new position. Each had a resulting substantial increase in the actuarial, formula-based present values of his pension benefit due to the increase in their base pay and annual bonus. This increase is disclosed in the Change in Pension Value and Non-Qualified Deferred Earnings column of the Summary Compensation Table. These accounting-based increases, while representing for Mr. Judge and Mr. Lembo a substantial portion of their 2017 total compensation disclosed in the SEC Total column of the Summary Compensation Table, resulted in no actual 2017 W-2 earnings for either of them.

For certain participants, the benefits payable under the Supplemental Non-Qualified Pension Program

~~(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~~The 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.

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%~~50 percent of the first 8%eight percent of eligible base salary, up to a maximum of ~~$10,800~~$11,400 per year for Messrs. Judge, Lembo, Schweiger and ~~Schweiger.~~Nolan. For ~~Messrs. Olivier and~~Mr. Butler, we provide a match of ~~100%~~100 percent of the first 3%three percent of eligible base salary, up to a maximum of ~~$8,100~~$8,550 per year.

Deferred Compensation

The Company offers a non-qualified deferred compensation program for our executives. In ~~2017,~~2020, the program allowed deferral of up to ~~100%~~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

~~2018 Proxy Statement~~ 47

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~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~~

Contractual Agreements

We 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

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Compensation Discussion and Analysis

believe these agreements are necessary 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. 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 or employment agreement with any executive since 2010.

~~Tax and Accounting Considerations~~

~~The Company's Incentive Plan permits annual incentive~~

Tax and ~~performance share awards that were intended to qualify as performance-based compensation under the recently repealed~~ Accounting Considerations

Section 162(m) of the Internal Revenue ~~Code. The Company is aware~~Code precludes a public 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 ~~changes~~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 ~~the Internal Revenue Code that impact tax deductibility~~excess of ~~incentive compensation.~~ $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 ~~Company~~Committee believes that the availability of a tax deduction for forms of compensation ~~is secondary to the goal~~should be one of many factors taken into consideration of providing 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. 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~~Officer’s award) when the Committee also determines base salary, annual ~~and~~

incentive opportunities,

long-term incentive compensation ~~targets~~grants, and annual ~~incentive~~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.

48 ~~2018 Proxy Statement~~

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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 ~~2018~~2021 proxy statement and our ~~2017~~2020 Annual Report on Form 10-K.

The Compensation Committee

~~Charles K. Gifford, Chair~~
~~John S. Clarkeson~~
~~Sanford Cloud, Jr.~~
~~James S. DiStasio~~
~~John Y. Kim~~

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

February ~~20, 2018~~

12, 2021

~~2018~~2021 Proxy Statement 4957

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

~~EXECUTIVE COMPENSATION~~

~~SUMMARY COMPENSATION TABLE~~

The table below summarizes the total compensation paid or earned by our principal executive officer (Mr. Judge), principal financial officer (Mr. Lembo) and the three other most highly compensated executive officers in ~~2017,~~2020, 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, ~~2017~~2020 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 ~~its~~ capacities.

Name and Principal Position	Year		Salary			Stock Awards(1)			Non-Equity Incentive Plan(2)			Change in Pension Value and Non-Qualified Deferred Earnings(3)			All Other Compensation(4)			SEC Total			Adjusted SEC Total(5)
James J. Judge Chairman, President and Chief Executive Officer		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			11,021,833
		2018			1,277,078			5,632,217			2,430,000			5,560,877			25,209			14,925,381			9,364,504
Philip J. Lembo Executive Vice President and Chief Financial Officer		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
		2018			648,271			1,230,032			765,000			1,535,216			21,685			4,200,204			2,664,988
Werner J. Schweiger Executive Vice President and Chief Operating Officer		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
		2018			658,271			1,248,802			815,000			538,978			53,896			3,314,947			2,775,969
Joseph R. Nolan, Jr. Executive Vice President- Strategy, Customer and Corporate Relations		2020			630,962			1,419,699			850,000			2,134,658			18,921			5,054,239			2,919,581
		2019			589,616			1,100,380			774,000			3,283,296			20,388			5,767,680			2,484,384
		2018			561,540			890,916			720,000			1,193,350			56,084			3,421,890			2,228,540
Gregory B. Butler Executive Vice President and General Counsel		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
		2018			618,271			968,412			645,000			634,394			15,143			2,881,220			2,246,826

(1)

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
2017 $ 1,230,694 $ 5,504,904 $ 2,285,000 $ 6,869,854 $ 25,009 $ 15,915,461 $ 9,045,607
Chairman, President and
2016 959,690 1,382,021 2,200,000 1,616,742 24,809 6,183,262 4,566,520
Chief Executive Officer
2015 605,650 1,135,526 690,000 895,929 20,672 3,347,777 2,451,848

Philip J. Lembo⁽¹⁾
2017 613,847 1,314,086 700,000 1,246,325 21,485 3,895,743 2,649,418
Executive Vice President and
2016 439,208 212,300 600,000 543,133 21,285 1,815,926 1,272,793
Chief Financial Officer

Leon J. Olivier
2017 678,270 1,428,841 775,000 397,791 14,464 3,294,366 2,896,575
Executive Vice President-
2016 654,832 1,451,444 725,000 389,011 14,034 3,234,320 2,845,309
Enterprise Energy Strategy
2015 635,766 1,193,461 680,000 423,029 13,134 2,945,390 2,522,361
and Business Development

Werner J. Schweiger
2017 634,078 1,334,961 775,000 1,225,581 21,418 3,991,038 2,765,457
Executive Vice President and
2016 592,108 1,359,110 700,000 1,156,328 21,135 3,828,681 2,672,353
Chief Operating Officer
2015 600,000 1,123,939 680,000 746,734 21,135 3,171,808 2,425,074

Gregory B. Butler⁽¹⁾
2017 597,886 1,032,562 625,000 1,670,745 15,361 3,941,554 2,270,809
Executive Vice President and
2016 514,494 896,978 575,000 539,638 12,886 2,538,996 1,999,358
General Counsel

~~(1)~~: ~~Mr. Lembo and Mr. Butler did not meet the requirements for inclusion in the Summary Compensation Table and were not a Named Executive Officer for 2015.~~
~~(2)~~: Includes amounts deferred in 2017 under the deferred compensation program for Mr. Olivier of $135,654. For more information, see the Executive Contributions in the last Fiscal Year column of the Non-Qualified Deferred Compensation Plans Table.
~~(3)~~: Reflects the aggregate grant date fair value of restricted share units (RSUs) and performance shares granted in each fiscal year, calculated in accordance with FASB ASC Topic 718.

RSUs were granted to each Named Executive Officer in 2020 as long-term compensation, which vest in equal annual installments over three years.

~~In 2017, each~~ 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, ~~2019.~~2022. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Judge: ~~$4,151,239;~~$5,038,577; Mr. Lembo: ~~$990,950; Mr. Olivier: $1,077,487;~~$1,213,649; Mr. Schweiger: ~~$1,006,692;~~$1,297,979; Mr. Nolan: $1,070,429; and Mr. Butler: ~~$778,653.~~

$924,116.

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 ~~the~~those common shares that are issued upon vesting of the underlying RSUs and performance shares.

~~Mr. Judge was elected President~~ No dividends are paid unless and ~~Chief Executive Officer of~~until the Company on April 6, 2016 upon the retirement of Thomas J. May. Mr. Judge had previously served as Executive Vice President and Chief Financial Officer of the Company until his election as President and Chief Executive Officer. Mr. Lembo was elected Executive Vice President and Chief Financial Officer of the Company on May 4, 2016, having previously served as Vice President and Treasurer. Thus, 2017 was the first year during which the Committee made long term incentive program stock awards to Mr. Judge and Mr. Lembo in their new positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively.underlying shares vest.

(2)

~~(4)~~

Includes payments to the Named Executive Officers under the ~~2017~~2020 Annual Incentive ~~Program (Mr.~~Program: Mr. Judge: ~~$2,285,000,~~$2,750,000; Mr. Lembo: ~~$700,000; Mr. Olivier: $775,000;~~$950,000; Mr. Schweiger: ~~$775,000;~~$950,000; Mr. Nolan: $850,000; and Mr. Butler: ~~$625,000).~~$700,000.

(3)

~~(5)~~

Includes the actuarial increase in the present value from December 31, ~~2016~~2019 to December 31, ~~2017,~~2020 of the Named Executive ~~Officers'~~Officers’ accumulated benefits under all of our defined benefit pension ~~program~~programs and agreements, determined using interest rate and mortality rate assumptions consistent with those appearing in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017. The substantial actuarial increase in Mr. Judge's benefit in 2017 resulted from the increase in base pay and annual incentive following his promotion in 2016 to Chief Executive~~

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~~EXECUTIVE COMPENSATION~~

~~Officer. The change in interest rates also impacted the amount of actuarial increase.~~2020. 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 ~~2017,~~2020, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource common shares. ~~Mr. Judge~~Please see pages 63 and Mr. Lembo were elected to the positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively, in 2016, such that 2017 was the first year that each served in his new position. Each had a resulting substantial increase in the actuarial, formula-based present value of his pension benefit due to the increase in their base pay and annual bonus. These accounting-based increases, while representing for Mr. Judge and Mr. Lembo a substantial portion of their 2017 total compensation disclosed in the SEC Total above, resulted in no actual 2017 W-2 earnings for either of them.

~~(6)~~: 64.

(4)

Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: ~~$10,800~~$11,400 for each of Messrs. Judge, Lembo ~~and~~ Schweiger and ~~$8,100~~Nolan, and $8,550 for ~~each of Messrs. Olivier and~~Mr. Butler. For Mr. Judge, the value shown includes financial planning services valued at $5,000 and ~~$9,209 paid by~~$12,434 representing the ~~Company for~~value in 2020 of a ~~Company-leased vehicle.~~Company-owned vehicle provided to Mr. Judge. For Mr. Lembo, the value shown includes financial planning services valued at $5,000 and ~~$5,685 paid by the Company for a Company-leased vehicle. For Mr. Schweiger,~~$5,585 representing the value ~~shown includes financial planning services valued at $5,000 and $5,618 paid by the Company for~~in 2020 of a ~~Company-leased vehicle.~~Company-owned vehicle provided to Mr. Lembo. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.

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~~(7)~~

(5)

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 53 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.

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EXECUTIVE COMPENSATION

~~EXECUTIVE COMPENSATION~~

GRANTS OF PLAN-BASED AWARDS DURING 2020

~~GRANTS OF PLAN-BASED AWARDS DURING 2017~~

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, ~~2017.~~2020. 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⁾
02/03/17 $ 714,000 $ 1,428,000 $ 2,856,000 $ — — — — $ —
Long-Term Incentive⁽⁵⁾
02/03/17 — — — — 48,259 96,518 48,259 5,504,904
Philip J. Lembo

Annual Incentive⁽⁴⁾
02/03/17 236,500 473,000 946,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/03/17 — — — — 11,520 23,040 11,520 1,314,086
Leon J. Olivier

Annual Incentive⁽⁴⁾
02/03/17 257,000 514,000 1,028,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/03/17 — — — — 12,526 25,052 12,526 1,428,841
Werner J. Schweiger

Annual Incentive⁽⁴⁾
02/03/17 240,000 480,000 960,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/03/17 — — — — 11,703 23,406 11,703 1,334,961
Gregory B. Butler

Annual Incentive⁽⁴⁾
02/03/17 195,000 390,000 780,000 — — — — —
Long-Term Incentive⁽⁵⁾
02/03/17 — — — — 9,052 18,104 9,052 1,032,562

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) 02/05/20 $ 856,500 $ 1,713,000 $ 3,426,000 $ — — — — $ — Long-Term Incentive(5) 02/05/20 — — — — 35,849 71,698 35,849 6,682,612 Philip J. Lembo Annual Incentive(4) 02/05/20 288,000 576,000 1,152,000 — — — — — Long-Term Incentive(5) 02/05/20 — — — — 8,635 17,270 8,635 1,609,650 Werner J. Schweiger Annual Incentive(4) 02/05/20 308,000 616,000 1,232,000 — — — — — Long-Term Incentive(5) 02/05/20 — — — — 9,235 18,470 9,235 1,721,496 Joseph R. Nolan, Jr. Annual Incentive(4) 02/05/20 254,000 508,000 1,016,000 — — — — — Long-Term Incentive(5) 02/05/20 — — — — 7,616 15,232 7,616 1,419,699 Gregory B. Butler Annual Incentive(4) 02/05/20 234,500 469,000 938,000 — — — — — Long-Term Incentive(5) 02/05/20 — — — — 6,575 13,150 6,575 1,225,646 (1)

Reflects the number of performance shares granted to each of the Named Executive Officers on February ~~3, 2017~~5, 2020 under the ~~2017 - 2019~~2020 – 2022 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, ~~2019.~~2022. 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. 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.~~shares that are actually awarded. No dividends are paid unless and until the underlying shares vest. The Annual Incentive Program ~~does~~did not include an equity component.

(2)

~~(2)~~

Reflects the number of RSUs granted to each of the Named Executive Officers on February ~~3, 2017~~5, 2020 under the ~~2017 - 2019~~2020 – 2022 Long-Term Incentive Program. RSUs vest in equal installments on February ~~2, 2018, 2019~~5, 2021, 2022 and ~~2020.~~2023. 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 ~~the~~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 ~~3, 2017~~5, 2020 under the ~~2017 - 2019~~2020 – 2022 Long-Term Incentive Program.

(4)

~~(4)~~

The threshold payment under the Annual Incentive Program is ~~50%~~50 percent of target. The actual payments in ~~2018~~2021 for performance in ~~2017~~2020 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 ~~2017 - 2019~~2020 – 2022 Long-Term Incentive Program, as described in the CD&A.

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~~EXECUTIVE COMPENSATION~~

OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2020

~~OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2017~~

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

ended

~~ended~~

December 31, ~~2017~~2020 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
61,901 3,910,906 73,351 4,634,346
Philip J. Lembo
13,818 873,019 15,719 993,112
Leon J. Olivier
25,649 1,620,487 37,680 2,380,605
Werner J. Schweiger
24,010 1,516,957 35,317 2,231,300
Gregory B. Butler
17,399 1,099,253 25,227 1,593,835

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 87,192 7,542,993 139,057 12,029,804 Philip J. Lembo 19,873 1,719,220 31,200 2,699,097 Werner J. Schweiger 20,549 1,777,662 31,994 2,767,831 Joseph R. Nolan, Jr. 16,008 1,384,824 24,320 2,103,917 Gregory B. Butler 15,680 1,356,448 24,729 2,139,304 (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 ~~62,432~~83,765 unvested RSUs vested ~~after January 1 and~~ on ~~or before~~ February ~~2, 2018~~5, 2021 (Mr. Judge: ~~24,450;~~46,351; Mr. Lembo: ~~5,240; Mr. Olivier: 12,560;~~10,400; Mr. Schweiger: ~~11,773;~~10,644; Mr. Nolan: 8,243; and Mr. Butler: ~~8,409)~~8,922). A total of ~~48,341~~52,269 unvested RSUs will vest on February ~~2, 2019~~7, 2022 (Mr. Judge: ~~20,855;~~28,560; Mr. Lembo: ~~4,616; Mr. Olivier: 8,781;~~6,514, Mr. Schweiger: ~~8,213;~~6,719; Mr. Nolan: 5,292 and Mr. Butler: ~~5,877)~~5,184). A total of ~~32,003~~23,266 unvested RSUs will vest on February ~~2, 2020~~6, 2023 (Mr. Judge: ~~16,595;~~12,281; Mr. Lembo: ~~3,962, Mr. Olivier: 4,308;~~2,959; Mr. Schweiger: ~~4,024;~~3,164; Mr. Nolan: 2,609 and Mr. Butler: ~~3,114)~~2,253).

(3)

~~(3)~~

The market value of RSUs is determined by multiplying the number of RSUs by ~~$63.18,~~$86.51, the closing price per common share on December ~~29, 2017,~~31, 2020, the last trading day of the year.

(4)

~~(4)~~

Reflects the target payout level for performance shares granted under the ~~2015 - 2017~~2018 – 2020 Program, the ~~2016 - 2018~~2019 – 2021 Program and the ~~2017 - 2019~~2020 – 2022 Program.

The performance period for the ~~2015 - 2017~~2018 – 2020 Program ended on December 31, ~~2017. Payouts~~2020. Awards under that program are set forth in the CD&A under the ~~"Results~~“Results of the ~~2015 - 2017~~2018 – 2020 Performance Share Program."

”

The performance ~~shares payout~~share awards for ~~2016 - 2018~~2019 – 2021 Program and the ~~2017 - 2019~~2020 – 2022 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 ~~2016 - 2018~~2019 – 2021 Program, a total of ~~49,014 unearned~~87,012 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, ~~2018.~~2021. Assuming achievement of these conditions at a target level of performance, the amount of the awards would be as follows: ~~(Mr.~~Mr. Judge: ~~12,776;~~48,834; Mr. Lembo: ~~1,963; Mr. Olivier: 13,418;~~10,668; Mr. Schweiger: ~~12,565~~10,668; Mr. Nolan: 8,049; and Mr. Butler: ~~8,292).~~8,793. Under the ~~2017 - 2019~~2020 – 2022 Program, a total of ~~96,005 unearned~~69,791 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, ~~2019, assuming~~2022. Assuming achievement of these conditions at a target level of ~~performance: (Mr.~~performance, the amount of the awards would be as follows: Mr. Judge: ~~49,786;~~36,842; Mr. Lembo: ~~11,885; Mr. Olivier: 12,922;~~8,874; Mr. Schweiger: ~~12,073~~9,491; Mr. Nolan: 7,827; and Mr. Butler: ~~9,339).~~6,757. No dividends are paid unless and until the underlying shares vest.

(5)

~~(5)~~

The market value is determined by multiplying the number of performance shares in the adjacent column by ~~$63.18,~~$86.51, the closing price of Eversource Energy common shares on December ~~29, 2017,~~31, 2020, the last trading day of the year.

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EXECUTIVE COMPENSATION

~~EXECUTIVE COMPENSATION~~

OPTION EXERCISES AND STOCK VESTED IN 2020

~~OPTION EXERCISES AND STOCK VESTED IN 2017~~

The following table reports amounts realized on equity compensation that vested during the fiscal year ended December 31, ~~2017.~~2020. The Stock Awards columns report the vesting of

RSU and performance share grants to the

Named Executive Officers in ~~2017.~~

2020. There were no options exercised as the Company has not granted options since 2002.

Option Awards Stock Awards
Name
Number of
Shares
Acquired
on Exercise
(#)
Value Realized
on Exercise⁽¹⁾
Number of
Shares
Acquired on
Vesting
(#)⁽²⁾
Value Realized
on Vesting⁽³⁾

James J. Judge
— $ — 24,892 $ 1,395,241
Philip J. Lembo
— — 4,164 233,432
Leon J. Olivier
26,112 1,463,651
Werner J. Schweiger
124,640 4,380,089 19,631 1,100,165
Gregory B. Butler
— — 17,116 959,431

Stock Awards Name Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting(2) James J. Judge 130,082 $ 12,341,297 Philip J. Lembo 30,379 2,882,970 Werner J. Schweiger 30,804 2,923,374 Joseph R. Nolan, Jr. 21,257 2,016,830 Gregory B. Butler 24,010 2,278,378 (1): ~~Represents the amounts realized upon option exercises, which is the difference between the option exercise price and the market price at the time of exercise.~~
~~(2)~~

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

Name	2017 Program		2018 Program		2019 Program
James J. Judge		96,929		17,314		15,839
Philip J. Lembo		23,138		3,782		3,459
Werner J. Schweiger		23,506		3,839		3,459
Joseph R. Nolan, Jr.		15,907		2,739		2,611
Gregory B. Butler		18,181		2,977		2,852

Name
2014
Program
2015
Program
2016
Program
2017
Program

James J. Judge
17,278 3,486 4,128 —
Philip J. Lembo
2,926 605 633 —
Leon J. Olivier
18,114 3,663 4,335 —
Werner J. Schweiger
12,122 3,450 4,060 —
Gregory B. Butler
11,983 2,454 2,679 —

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.

~~(3)~~

(2)

Values realized on vesting of RSUs granted under the ~~2014 - 2016, 2015 -~~ 2017 – 2019, 2018 – 2020 and ~~2016 - 2018~~2019 – 2021 Programs were based on ~~$55.95~~$93.66 per share, the closing price of Eversource Energy common shares on February 14, ~~2017.~~2020. Values realized on vesting of performance shares granted under the ~~2014 - 2016~~2017 – 2019 Program were based on ~~$56.15~~$95.65 per share, the closing price of Eversource Energy common shares on February ~~17, 2017.~~20, 2020.

PENSION BENEFITS IN 2020

~~PENSION BENEFITS IN 2017~~

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 ~~caption "Other-~~captions “Other Benefits – Retirement ~~Benefits"~~Benefits” and ~~"Contractual Agreements"~~“Contractual Agreements” for more detail on benefits under these plans and our agreements.

The values shown in the Pension Benefits Table for Messrs. Judge, Lembo, Schweiger and ~~Schweiger~~Nolan were calculated as of December 31, ~~2017~~2020 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: age 60, Mr. ~~Lembo,~~Lembo: age 62, ~~Mr. Olivier: age 65,~~ Mr. Schweiger: age 55, Mr. Nolan: age 62 and Mr. Butler: age 62.

In addition, we determined benefits under the qualified pension program using tax code limits in effect on

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~~EXECUTIVE COMPENSATION~~

December 31, ~~2017.~~2020. For Messrs. Judge, Lembo, Schweiger and ~~Schweiger,~~Nolan, the values shown reflect actual ~~2017~~2020 salary and annual incentives earned in ~~2016~~2019 but paid in ~~2017~~2020 (per applicable supplemental program rules). For Mr. Butler, the values shown reflect actual ~~2017~~2020 salary and annual incentives earned in ~~2016~~2020 but paid in ~~2017~~2021 (per applicable supplemental program rules). ~~Mr. Olivier's benefit was calculated as is set forth in the footnote (1) below.~~

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We determined the present value of benefits at retirement age using the discount rate within a range of ~~3.56%~~2.48 percent to ~~3.68%~~2.54 percent under ACS 715-30 pension accounting for the ~~2018~~2020 fiscal year end measurement as of December 31, ~~2017.~~2020. This present value assumes no

pre-retirement mortality, turnover or disability. However, for the postretirement period beginning at retirement age, we used the ~~2017~~2020 IRS lump sum mortality table for ~~Mr.~~Messrs. Judge, ~~Mr.~~

Lembo, Schweiger and ~~Mr. Schweiger.~~Nolan. We used the RP2014 Employee Table Projected Generationally with Scale ~~MP2017~~MP2020 for Mr. ~~Butler, (the 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 ~~2017~~2020 financial disclosure. Additional assumptions appear in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~

2020.

~~Pension Benefits~~

Pension Benefits

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits			During Last Fiscal Year
James J. Judge	Retirement Plan (QP)		43.33		$	2,965,694		$	—
	Supplemental Plan (PEP)		43.33			17,973,382			—
	Supplemental Plan (SERP)		20.00			16,191,135			—
Philip J. Lembo	Retirement Plan (QP)		37.17			1,402,800			—
	Supplemental Plan (PEP)		37.17			6,162,300			—
	Supplemental Plan (SERP)		11.00			228,554			—
Werner J. Schweiger	Retirement Plan (QP)		18.83			651,924			—
	Supplemental Plan (Excess)		18.83			3,046,192			—
	Supplemental Plan (SERP)		18.00			10,243,128			—
Joseph R. Nolan, Jr.	Retirement Plan (QP)		35.42			1,084,126			—
	Supplemental Plan (Excess)		35.42			4,051,276			—
	Supplemental Plan (SERP)		20.00			6,968,644			—
Gregory B. Butler	Retirement Plan (QP)		24.00			1,588,870			—
	Supplemental Plan (Excess)		24.00			6,662,938			—
	Supplemental Plan (Excess)		24.00			5,045,047			—

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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 40.33 $ 2,718,021 $ —

Supplemental Plan 20.00 8,420,744 —

Supplemental Plan 40.33 7,904,098 —
Philip J. Lembo
Retirement Plan 8.75 1,201,331 —
Supplemental Plan 8.75 2,489,455 —
Leon J. Olivier (1)
Retirement Plan 18.83 838,851 —

Supplemental Plan 16.33 6,436,118 —

Supplemental Plan 31.27 1,207,823 105,966
Werner J. Schweiger
Retirement Plan 15.83 500,881 —
Supplemental Plan 15.83 1,902,091 —
Supplemental Plan 15.00 6,082,675 —
Gregory B. Butler
Retirement Plan 21.00 1,115,793 —

Supplemental Plan 21.00 3,972,477

Target 21.00 2,988,076 —

NONQUALIFIED DEFERRED COMPENSATION IN 2020

~~(1)~~: ~~Mr. Olivier was employed~~

The following table reports amounts contributed in 2020, together with Northeast Nuclear Energy Company, one of our subsidiaries, from October of 1998 through March of 2001. In connection with this employment, he received a retirement benefit that provided credit for service with his previous employer, Boston Edison Company. The benefit, which commenced upon Mr. Olivier's 55th birthday, provides an annuity of $105,966 per year. The present value of future payments under this benefit was calculated using the actuarial assumptions currently used by the pension program. Mr. Olivier was rehired by usaggregate earnings on contributions and withdrawals or distributions on contributions in ~~September 2001. Mr. Olivier's current employment agreement provides for certain supplemental pension benefits in lieu of benefits~~2020, under the ~~supplemental~~Company’s deferred compensation program, equal to three percent of final average compensation for each of his first 15 years of service since September 10, 2001, plus one percent of final average compensation for each of the second 15 years of service. Alternatively, if Mr. Olivier voluntarily terminates his employment with us, he is eligible to receive upon retirement a lump sum payment of $2,050,000. These benefits will be offset by the value of any benefits he receives from the pension program. Amounts reported in the table assume the termination of his employment with our consent on December 31, 2017, and payment of the lump sum benefit of $6,436,118 offset by pension program benefits.

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~~NONQUALIFIED DEFERRED COMPENSATION IN 2017~~

along with aggregate balances on contributions. See the narrative above in the CD&A under the caption ~~"Elements of 2017 Compensation — 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
$ — $ — $ 868,753 $ — $ 5,693,348
Philip J. Lembo
— — 195,092 — 1,370,466
Leon J. Olivier
570,654 — 1,073,542 — 4,884,489
Werner J. Schweiger
— — 2,344,596 — 17,228,164
Gregory B. Butler
— — 3,038 — 20,607

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 $ — $ — $ 385,688 $ — $ 8,496,104 Philip J. Lembo — — 228,733 — 1,844,255 Werner J. Schweiger — — 3,299,340 23,106,189 Joseph R. Nolan, Jr. — — 525,639 — 7,219,258 Gregory B. Butler — — 1,898 — 29,401 (1): ~~Includes deferrals in 2017 under our deferred compensation program by Mr. Olivier of $570,654.~~

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)

~~(2)~~

Includes the total market value of deferred compensation program balances at December 31, ~~2017,~~2020, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on ~~$63.18,~~$86.51, the closing price of our common shares on December ~~29, 2017,~~31, 2020, 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, ~~2017,~~2020, 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%~~30 percent or more of the combined voting power of common shares or other voting securities ~~(20%~~(20 percent for ~~Messrs.~~Mr. Butler, ~~and Olivier,~~ excluding certain defined transactions); (ii) the acquisition of more than ~~50%~~50 percent of our common shares, excluding certain defined transactions (for Messrs. Judge, Lembo, Schweiger and ~~Schweiger)~~Nolan); (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% (75% for Mr. Olivier)~~50 percent 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% (75% for Mr. Olivier)~~50 percent 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 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

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or benefits, a transfer more

56 ~~2018 Proxy Statement~~

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than 50 miles from the ~~executive's~~executive’s pre-change in control principal business location (or for Messrs. Judge, Lembo, Schweiger and ~~Schweiger,~~Nolan, an involuntary transfer outside 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, ~~2017.~~

2020.

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).

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 ~~2017"~~2020” for information about the pension program, supplemental program and other benefits, and the section captioned ~~"Nonqualified~~“Nonqualified Deferred Compensation in ~~2017."~~

2020.”

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~~EXECUTIVE COMPENSATION~~

~~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

James J. Judge
Annual Incentives⁽¹⁾ $ — $ — $ — $ 1,428,000

Performance Shares⁽²⁾ 2,260,474 2,260,474 2,260,474 4,634,346

RSUs⁽³⁾ 1,421,180 1,421,180 1,421,180 3,910,906

Special Retirement Benefit⁽⁴⁾ — — — 12,618,115

Health and Welfare Benefits⁽⁵⁾ — — — 92,049

Perquisites⁽⁶⁾ — — — 15,000

Excise Tax and Gross-ups⁽⁷⁾ — — — 9,235,719

Separation Payment for Liquidated Damages⁽⁸⁾ — — — 10,326,000

Total $ 3,681,655 $ 3,681,655 $ 3,681,655 $ 42,260,135

Philip J. Lembo
Annual Incentives⁽¹⁾ $ — $ — $ — $ 473,000
Performance Shares⁽²⁾ 449,108 449,108 449,108 993,112
RSUs⁽³⁾ 304,596 304,596 304,596 873,019
Special Retirement Benefit⁽⁴⁾ — — — 2,615,100
Health and Welfare Benefits⁽⁵⁾ — — — 40,296
Perquisites⁽⁶⁾ — — — 10,000
Separation Payment for Liquidated Damages⁽⁸⁾ — — — 2,460,000

Total $ 753,704 $ 753,704 $ 753,704 $ 7,464,527

Leon J. Olivier
Annual Incentives⁽¹⁾ $ — $ — $ — $ 514,000

Performance Shares⁽²⁾ 2,380,605 2,380,605 2,380,605 2,380,605

RSUs⁽³⁾ 1,620,487 1,620,487 1,620,487 1,620,487

Health and Welfare Benefits⁽⁵⁾ — — — 37,520

Perquisites⁽⁶⁾ — — — —

Separation Payment for Liquidated Damages⁽⁸⁾ — — — 1,198,750

Separation Payment for Non-Compete Agreement⁽⁹⁾ — — — 1,198,750

Total $ 4,001,092 $ 4,001,092 $ 4,001,092 $ 6,950,112

Werner J. Schweiger
Annual Incentives⁽¹⁾ $ — $ — $ — $ 480,000
Performance Shares⁽²⁾ 1,458,259 1,458,259 1,458,259 2,231,300
RSUs⁽³⁾ 684,308 684,308 684,308 1,516,957
Special Retirement Benefit⁽⁴⁾ — — — 2,180,720
Health and Welfare Benefits⁽⁵⁾ — — — 82,475
Perquisites⁽⁶⁾ — — — 15,000
Separation Payment for Liquidated Damages⁽⁸⁾ — — — 4,020,000

Total $ 2,142,567 $ 2,142,567 $ 2,142,567 $ 10,526,451

Gregory B. Butler
Annual Incentives⁽¹⁾ $ — $ — $ — $ 390,000

Performance Shares⁽²⁾ 1,025,640 1,025,640 1,025,640 1,593,835

RSUs⁽³⁾ 488,756 488,756 488,756 1,099,253

Special Retirement Benefit⁽⁴⁾ — 4,803,710 — 5,236,764

Health and Welfare Benefits⁽⁵⁾ — 22,399 — 33,599

Perquisites⁽⁶⁾ — 10,000 — 15,000

Excise Tax and Gross-Ups⁽⁷⁾ — — — 2,188,796

Separation Payment for Liquidated Damages⁽⁸⁾ — 990,000 — 1,980,000

Separation Payment for Non-Compete Agreement⁽⁹⁾ — 990,000 — 990,000

Total $ 1,514,396 $ 8,330,505 $ 1,514,396 $ 13,527,247

2021 Proxy Statement 65

TABLE OF CONTENTS EXECUTIVE COMPENSATION 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 James J. Judge Annual Incentives(1) $ ― $ ― $ ― $ 1,713,000 Performance Shares(2) 8,500,235 8,500,235 8,500,235 12,029,804 RSUs(3) 3,689,057 3,689,057 3,689,057 7,542,993 Special Retirement Benefit(4) ― ― ― 2,832,835 Health and Welfare Benefits(5) ― ― ― 107,472 Perquisites(6) ― ― ― 15,000 Excise Tax and Gross-ups(7) ― ― ― 5,793,493 Separation Payment for Liquidated Damages(8) ― ― ― 13,110,000 Total $ 12,189,292 $ 12,189,292 $ 12,189,292 $ 43,144,597 Philip J. Lembo Annual Incentives(1) $ ― $ ― $ ― $ 576,000 Performance Shares(2) 1,880,186 1,880,186 1,880,186 2,699,097 RSUs(3) 827,752 827,752 827,752 1,719,220 Special Retirement Benefit(4) ― ― ― 2,512,913 Health and Welfare Benefits(5) ― ― ― 47,192 Perquisites(6) ― ― ― 10,000 Separation Payment for Liquidated Damages(8) ― ― ― 3,440,000 Total $ 2,707,939 $ 2,207,939 $ 2,707,939 $ 11,004,422 Werner J. Schweiger Annual Incentives(1) $ ― $ ― $ ― $ 616,000 Performance Shares(2) 1,913,179 1,913,179 1,913,179 2,767,831 RSUs(3) 848,802 848,802 848,802 1,777,662 Special Retirement Benefit(4) ― ― ― 3,622,473 Health and Welfare Benefits(5) ― ― ― 96,858 Perquisites(6) ― 15,000 Excise Tax and Gross-ups(7) 144,237 Separation Payments for Liquidated Damages(8) 5,460,000 Total $ 2,761,981 $ 2,761,981 $ 2,761,981 $ 14,500,061 Joseph R. Nolan, Jr. Annual Incentives(1) $ ― $ ― $ ― $ 508,000 Performance Shares(2) 1,420,462 1,420,462 1,420,462 2,103,917 RSUs(3) 645,146 645,146 645,146 1,384,824 Special Retirement Benefit(4) ― ― ― 4,057,187 Health and Welfare Benefits(5) ― ― ― 94,572 Perquisites(6) ― ― ― 15,000 Excise Tax and Gross-ups(7) ― ― ― 2,112,808 Separation Payment for Liquidated Damages(8) ― ― ― 4,227,000 Total $ 2,065,609 $ 2,065,609 $ 2,065,609 $ 14,503,308 66 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

	Type of Payments	Voluntary Termination			Involuntary Termination Not for Cause			Termination Upon Death or Disability			Termination Following a Change in Control
Gregory B. Butler	Annual Incentives(1)		$	―		$	―		$	―		$	469,000
	Performance Shares(2)			1,496,608			1,496,608			1,496,608			2,139,304
	RSUs(3)			656,057			656,057			656,057			1,356,448
	Special Retirement Benefit(4)			―			5,999,084			―			5,999,083
	Health and Welfare Benefits(5)			―			25,488			―			38,232
	Perquisites(6)			―			10,000			―			15,000
	Excise Tax and Gross-Ups(7)			―			1,724,948			―			2,231,170
	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		$	2,152,664		$	11,658,184		$	2,152,664		$	15,067,237

(1)

For Termination Following a Change in Control: Represents target ~~2017~~2020 annual incentive awards as described in the Grants of Plan Based Awards Table.

(2)

~~(2)~~

For Voluntary Termination and Termination Not For Cause, and Termination Upon Death or Disability: ~~Mr. Olivier, represents 100 percent of the performance share awards under each of the 2015 - 2017 Long-Term Incentive Program, the 2016 - 2018 Long-Term Incentive Program~~

58 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~

~~and the 2017 - 2019 Long-Term Incentive Plan. For Messrs. Judge, Lembo, Schweiger and Butler, represents~~Represents 100 percent of the performance share awards under the ~~2015 - 2017~~2018 – 2020 Long-Term Incentive Program, 67 percent of the performance share awards under the ~~2016 - 2018~~2019 – 2021 Long-Term Incentive Program and 33 percent of the performance share awards under the ~~2017 - 2019~~2020 – 2022 Long-Term Incentive Program. ~~For all, the~~The values were calculated by multiplying the number of RSUs by ~~$63.18,~~$86.51, the closing price of our common shares on December ~~29, 2017,~~31, 2020, 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)

For Voluntary Termination and 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 ~~2017,~~2020, 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 ~~$63.18,~~$86.51, the closing price of our common shares on December ~~29, 2017,~~31, 2020, the last trading day of the year. For Termination Following a Change in Control: Represents values of all RSUs granted under our long-term incentive programs that, at year-end ~~2017,~~2020, were unvested under applicable vesting schedules, all of which vest in full.

(4)

~~(4)~~

The amount noted in the Involuntary Termination, Not for ~~Cause column, represents~~Cause: Represents for Mr. Butler actuarial present values at year-end ~~2017~~2020 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 actuarial present values at year-end ~~2017~~2020 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program). For Messrs. ~~Butler,~~ Judge, Schweiger, Nolan and ~~Schweiger,~~Butler, 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, Lembo, Schweiger and ~~Schweiger.~~Nolan. Pension amounts shown in the table are present values at year-end ~~2017~~2020 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 column, represents~~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~~represents estimated Company cost at year-end ~~2017~~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. Judge, Schweiger and ~~Schweiger~~Nolan 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. The amounts reported in the table for Mr. Olivier represent the value of two years' employer contributions toward active health benefits, plus a payment to offset any taxes on the value of these benefits, less the value of two years retiree health coverage at retiree rates.

(6)

~~(6)~~

The amount ~~noted in the~~for Involuntary Termination, Not for ~~Cause column, represents for Mr. Butler the~~Cause: Represents Company cost of reimbursing Mr. Butler for two years of financial planning and tax preparation fees. For Termination Following a Change in Control: Represents Company cost of reimbursing Messrs. Judge, Schweiger, Nolan and Butler 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%,~~20 percent, the statutory federal income tax withholding rate of ~~35%,~~35 percent, the applicable state income tax rate, and the Medicare tax rate of ~~1.45%.~~1.45 percent.

(8)

~~(8)~~

~~The amount noted in the~~

For Involuntary Termination, Not for ~~Cause column, represents~~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 severance payments in addition to any non-compete agreement payments described in the prior note. For Messrs. Judge, Schweiger and ~~Schweiger,~~Nolan, this payment equals three-times the sum of base salary plus relevant annual incentive award (two-times the sum for Messrs. Lembo and ~~Butler, and one-times the sum for Mr. Olivier.~~Butler.) These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

2021 Proxy Statement 67

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

(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 ~~and Mr. Olivier (and for Mr. Butler alone, for Involuntary Termination, Not For Cause)~~ 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

~~2018 Proxy Statement~~ 59

~~Table of Contents~~

~~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 2020, we identified the median employee by reviewing the ~~2017~~2020 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, ~~2017.~~2020. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during ~~2017.~~2020. 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 ~~2017.~~2020. 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 ~~2017~~2020 Summary Compensation Table.

Mr. Judge had ~~2017~~2020 annual total compensation of ~~$15,915,461,~~$14,575,276, as reflected in the Summary Compensation Table appearing on page ~~50.~~58. Our median ~~employee's~~employee’s annual total compensation for ~~2017~~2020 was ~~$124,959.~~$140,054. Our ~~2017 CEO~~2020 Chief Executive Officer to median employee pay ratio is ~~127~~104 to 1.

6068 ~~2018~~2021 Proxy Statement

~~Table of Contents~~

TABLE OF CONTENTS

Item 2: Advisory Vote on Executive Compensation

~~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 ~~2017~~2020 that such alignment exists. Shareholders are encouraged to read the CD&A, compensation tables and narrative discussion in this proxy statement.

Our ~~2017~~2020 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 ~~2017~~2020 was consistent with the following positive overall financial and operational performance results:

•

Our ~~2017~~2020 earnings ~~were $3.11~~ per share ~~a 5.1% increase over 2016 results.~~equaled $3.55 per share, and non-GAAP earnings per share equaled $3.64, which excludes the transactional costs relating to the successful acquisition in 2020 of the assets of Columbia Gas of Massachusetts.

•

We increased our annual dividend rate by 6.1 percent for 2020 to $2.27 per share, which exceeded the EEI index companies’ median dividend growth rate of 4.5 percent.

•

Our Total Shareholder Return in 2020 was 4.5 percent, compared to the negative 1.2 percent total shareholder return in 2017 was 18%, and over the longer term, our stock performance continues to outperform the industry. This marks the eighth time in nine years that Eversource has achieved a double-digit total shareholder return, an achievement that only two other companies within the Edison Electric Institute (EEI) index of ~~43 utility companies have accomplished.~~

•

~~We increased our 2017 dividend to $1.90 per share, a 6.7% increase over 2016, continuing to outperform~~ the EEI Index, ~~companies.~~the 5

th

•

highest TSR in the EEI Utility Index of 39 companies. We ~~improved our~~have outperformed the EEI Index over the last one-, three-, five- and 10-year periods and the Standard & ~~Poor's (S&P)~~Poor’s 500 over the last three- and 10-year periods.

•

Although we faced challenges caused by the restrictions resulting from the pandemic, we completed the acquisition of the assets of Columbia Gas in less than eight months; the acquisition was immediately accretive to earnings and is expected to be increasingly so in future years. As part of the acquisition regulatory approval process, we successfully reached a positive eight-year rate settlement agreement for our new entity, Eversource Gas Company of Massachusetts. We achieved constructive outcomes in our Public Service Company of New Hampshire and NSTAR Gas Company subsidiary rate reviews, completed the sale of our Aquarion Water Company of assets located in Hingham, Massachusetts in satisfaction of a predecessor company agreement, and successfully executed several storm cost recovery proceedings in the three states we serve.

•

Regarding our offshore wind projects, we continued to advance the New London State Pier project in Connecticut, giving our partnership access to the leading offshore wind port in the Northeast; reached a comprehensive settlement for the joint Eversource/Ørsted South Fork project with the Town of East Hampton, New York and the Board of Trustees for South Fork relating to the installation of the onshore transmission facilities to be constructed in those two communities; and submitted Construction and Operating Plans with the U.S. Bureau of Ocean Energy Management for the joint Eversource/Ørsted Revolution Wind and Sunrise Wind projects. In June of 2020, we began construction of a first in the nation community battery storage project at the Provincetown, Massachusetts town transfer station. Our electric vehicle charging infrastructure program met its targets, we led efforts to expand Massachusetts’ utility scale solar program, and our energy efficiency programs, while slowed by the COVID-19 pandemic, continued to perform at a national leading level as rated by the American Council for an Energy Efficient Economy.

•

We continue to hold an A- Corporate Credit Rating ~~of "A" to "A+"; our S&P A+ Credit Rating remains the highest electric and gas~~at Standard & Poor’s. There is no other utility ~~holding company credit rating~~ in the ~~industry.~~EEI Index with a higher credit rating.

2021 Proxy Statement 69

TABLE OF CONTENTS

Item 2: Advisory Vote on Executive Compensation

•

Our overall electric system reliability performance in ~~2017~~2020 was intop decile for our industry.

•

We met the ~~first quartile of the industry.~~

•

We achieved several positive regulatory outcomes in each of the three states in which Eversource provides service. This included the completed divestiture of our New Hampshire fossil generation assets, a positive Massachusetts rate review and resolution of a long-standing dispute with Massachusetts Water Resources Authority.

•

~~We exceeded our~~ established ~~targets~~goals in safety performance, outperforming our peers, and in response to gas service calls.

•

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 ~~safety~~social and environmental accomplishments, which once again in 2020 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 2020, we were ranked in the top quartile within a peer group of comparably sized U.S. utilities whose ESG performance ~~which~~ is ~~measured~~assessed by ~~days away or restricted time, was its best ever,~~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 26,000 hours in 2020 to volunteerism in our service territory communities, mostly under constraints imposed by the pandemic. Our 2020 charitable giving totaled $8.1 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. Our Eversource Energy Foundation continues to provide direct support to organizations and large regional initiatives within our service territories. In addition, we provided accelerated and targeted community support to COVID-19 relief organizations.

•

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 ~~exceeded~~encourage employees to embrace different people, perspectives and experiences in our ~~gas emergency response rate target.~~

•

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 ~~exceeded the target of having 37%~~continued our successful drive to increase workforce diversity; in 2020, 47.6 percent of new hires and promotions ~~within the supervisor and above management group be~~into leadership roles were women or people of color.

•

In addition, in response to social unrest last year, we conducted listening sessions with our business resource groups and established a racial equity task force. We ~~became the only electric~~also started a highly attended employee town hall series focused on taking action to advance racial equality and ~~gas utility in the country~~ to ~~add~~disrupt racism. In addition, we launched a ~~water utility as an additional line~~webinar series on employee resilience and self-care and created a robust self-service, online communication and learning hub on racial and social justice.

As a result of ~~business through the purchase of Aquarion Water Company.~~

~~We achieved very positive~~our excellent financial, operational and strategic results in ~~2017, and as a result,~~2020, the Compensation Committee provided ~~base pay increases~~incentive grants and ~~incentive~~ awards to the executive officers, including the Named Executive Officers, reflecting our performance.

In addition, the Compensation Committee determined that despite that strong performance it would freeze base salaries of senior executives, including the Named Executive Officers, at 2020 levels in recognition of the hardships experienced by our customers and communities resulting from COVID-19 and the effects of Storm Isaias.

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

~~2018 Proxy Statement~~ 61

~~Table of Contents~~

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

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 2020, 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.

62 ~~2018 Proxy Statement~~

~~Table of Contents~~

~~Item 3: Approval of the 2018 Eversource Energy Incentive Plan~~

We are asking shareholders to approve the 2018 Eversource Incentive Plan (the 2018 Plan). Our Board of Trustees and our Compensation Committee approved the 2018 Plan, subject to shareholder approval. The 2018 Plan will not become effective unless and until it is approved by our shareholders. The material features of the 2018 Plan are described under "Summary of the 2018 Plan" below.

Our Board believes that the 2018 Plan will continue to promote the interests of our shareholders and is consistent with principles of good corporate and compensation governance, including the following:

•: ~~No Liberal Share-Recycling.~~ Shares underlying stock options and other awards delivered under the 2018 Plan will not be recycled into the share pool if they are withheld in satisfaction of tax withholding obligations or the exercise or purchase price of an award.
•: ~~Limitations on Awards.~~ The 2018 Plan limits the amount of cash and equity awards that may be paid or granted to plan participants, both in total and by type of grant, and also limits the total compensation that may be paid or granted to our Trustees in any calendar year.
•: ~~Performance Awards.~~ ~~Under the 2018 Plan, we will continue to grant performance-based awards.~~
•: ~~Single Plan.~~ ~~The Plan governs both annual cash incentive awards and long-term cash and equity awards.~~
•: ~~No Discounted Stock Options or SARs.~~ All stock options and Stock Appreciation Rights (SARs) granted under the 2018 Plan must have a per share exercise price or base value that is not less than the fair market value of the underlying shares on the date of grant.
•: ~~No Repricing.~~ ~~Other than in connection with certain corporate transactions or changes to our capital structure, the 2018 Plan prohibits the repricing of stock options or SARs without obtaining shareholder approval.~~
•: ~~Restrictions on Dividends and Dividend Equivalents.~~ ~~The 2018 Plan prohibits participants from receiving current dividends that are paid before the underlying award vests.~~
•: ~~No Single-Trigger Vesting upon a Change in Control.~~ ~~The 2018 Plan does not provide for the automatic acceleration of equity awards in connection with a change in control.~~

•: ~~Minimum Vesting Provisions.~~ ~~The 2018 Plan includes a limit of five percent of the total number of shares that can be issued under equity awards that are scheduled to vest sooner than one year from the date of grant.~~
•: ~~Clawback.~~ ~~The 2018 Plan provides for the clawback of awards under certain circumstances not limited to restatements of financial statements due to fraud or misconduct.~~

~~Reasons for Seeking Shareholder Approval~~

Our Board believes that both annual cash and long-term incentive awards have been, and will continue to be, a critical part of our total compensation program. They allow us to attract and retain the key talent needed to effectively compete in our industry, incentivize superior results and long-term value creation, and align the interests of our employees with those of our shareholders.

Our three-year (2015-2017) stock compensation average burn rate — the number of shares granted in each year divided by the weighted average of our common shares outstanding at year end, was 0.39%. We believe that our historical burn rate is reasonable in our industry. We will continue to monitor our equity use in future years to ensure our burn rate is within competitive market norms. Based on a review of our historic burn rate, current and proposed plan features, and the equity plan guidelines established by proxy advisory firms, the Compensation Committee's independent compensation consultant, Pay Governance, supported, and our Compensation Committee and Board approved, the 2018 Plan and the share pool authorized under it, as described below. We expect that this share pool will last for approximately six to eight years.

The 2018 Plan has been designed to continue to grant performance-based compensation under the former Section 162(m) of the Code, which made such compensation exempt from the deduction limitations under Section 162(m). Section 162(m) generally provided that compensation paid by a publicly-held company to its "covered employees" (the chief executive officer and the three other named executive officers other than the chief financial officer) was not deductible by the company for U.S. federal income tax purposes for any taxable year to the extent it exceeded $1 million. This limitation did not apply to compensation that qualified as exempt performance-based compensation by meeting certain requirements under former

~~2018 Proxy Statement~~ 63

~~Table of Contents~~

~~ITEM 3: APPROVAL OF THE 2018 EVERSOURCE ENERGY INCENTIVE PLAN~~

~~Section 162(m), including the requirement that the material terms of the related performance goals be disclosed to and approved by the company's shareholders no less frequently than every five years.~~

This exception was repealed in the tax reform legislation signed into law on December 22, 2017. As a result, it is uncertain whether compensation that is intended to be structured as performance-based compensation will be deductible. In making its previous executive compensation decisions, our Compensation Committee endeavored to maximize the deductibility of compensation under former Section 162(m) to the extent practicable, while maintaining competitive compensation. Our Compensation Committee believes it is important to continue to make a substantial amount of executive compensation performance-based, and also to continue to have authority to provide compensation that is not exempt from any limits on deductibility.

The following table provides information regarding the number of shares subject to outstanding awards under the 2009 Eversource Incentive Plan (the 2009 Plan) as of March 6, 2018, and the proposed number of shares that may be issued under the 2018 Plan. No future awards will be granted under the 2009 Plan. If the 2018 Plan is approved by shareholders, it will be the only plan under which we will grant equity awards. No other equity grants have been made except under the 2009 Plan and its predecessor plans.

Number of
Shares
(as of 3/6/18)

As a Percentage of
Shares Outstanding
(316,885,808 shares
as of 3/6/18)

Number of Stock Options Outstanding 0 0

Weighted Average Exercise Price 0 0

Weighted Average Remaining Term (in years) 0 0

Number of Shares Subject to Other Outstanding Awards (with performance share awards measured at target performance) 1,208,943 0.38%

Proposed Shares Available for Future Awards under 2018 Plan 3,200,000 1.01%

Total Shares Outstanding Under Existing Equity Awards and Proposed to be Reserved for Issuance under 2018 Plan 4,408,943 1.39%

Shares Outstanding 316,885,808

~~Summary of the 2018 Plan~~

~~The following is a brief summary of the material features of the 2018 Plan. A copy of the 2018 Plan is attached as~~~~Appendix A~~ ~~to this proxy statement, and we urge shareholders to read it in its entirety. The following summary is qualified in its entirety by reference to the full text of the 2018 Plan.~~

~~Administration.~~ The 2018 Plan is administered by our Compensation Committee, which has the discretionary authority to interpret the 2018 Plan, determine eligibility for and grant awards, determine, modify or waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures for awards, and otherwise do all things necessary or desirable to carry out the purposes of the 2018 Plan. Determinations of our Compensation Committee under the 2018 Plan will be conclusive and bind all parties. Our Board may perform any of the functions of our Compensation Committee under the 2018 Plan, and our Compensation Committee may delegate any of its duties, powers, and responsibilities as it may determine, subject to laws or regulations and the terms of the Committee's charter. As used in this summary, the term "Compensation Committee" refers to our Board, our Compensation Committee, or its authorized delegates, as applicable.

~~Annual Cash Incentive Awards~~

~~Terms.~~ Each employee classified as a Vice President or higher is eligible to receive an annual incentive award under the 2018 Plan. Annual performance goals are set by our Compensation Committee, which form the basis for determining the annual incentive awards. Our Compensation Committee directs management to communicate to each employee described above the target and the percentages of the annual cash incentive award that the employee is eligible to receive. Further information with respect to annual incentive awards granted to our named executive officers during 2017 is set forth in this proxy statement in the section captioned "2017 Annual Incentive Program."

~~Long-Term Incentive Awards~~

~~Eligibility.~~ The Compensation Committee shall select participants from among key employees of the Company and its subsidiaries. Non-employee members of our Board of Trustees are also eligible to participate in the 2018 Plan. All stock compensation paid to Trustees is provided under the Plan. As of March 6, 2018, we had approximately 8,000 employees and 12 non-employee Trustees.

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~~ITEM 3: APPROVAL OF THE 2018 EVERSOURCE ENERGY INCENTIVE PLAN~~

~~Authorized Shares.~~ ~~Subject to adjustment as described below, the maximum number of our common shares that may be delivered in satisfaction of awards under the 2018 Plan is 3,200,000. For purposes of the share pool:~~

•: ~~All shares covering a SAR, any portion of which is settled in stock, will reduce the share pool.~~
•: ~~Shares withheld in satisfaction of tax withholding obligations or the exercise of purchase price of an award will not return to the share pool.~~
•: ~~The share pool will not be reduced to the extent any portion of an award is settled in cash or property other than shares.~~
•: If an award expires or is terminated or cancelled without having been exercised or settled in full, or if shares acquired pursuant to an award subject to forfeiture or repurchase are forfeited or repurchased by the Company without the issuance of shares, the shares allocable to the terminated portion of such award or such forfeited or repurchased shares will return to the share pool.
•: ~~Shares issued under awards granted by another company and assumed or substituted for by the Company will not reduce the share pool.~~

Shares that may be delivered under the 2018 Plan may be authorized but unissued shares or treasury shares. The closing price of our common shares as reported on the NYSE on March 6, 2018 was $56.68 per share.

~~Individual Limits.~~ The maximum number of shares underlying stock options and the maximum number of shares underlying stock appreciation rights that may be granted to any person in any calendar year is 500,000 shares. The maximum number of shares subject to other equity awards that may be granted to any person in any calendar year is 400,000 shares. The maximum amount that may be paid to any person in any calendar year with respect to annual cash incentive awards is $4,000,000, and with respect to long-term cash awards (cash-denominated awards that have a performance period of greater than 12 months) is $4,000,000. In addition, the maximum value of all compensation that may be paid or granted to any member of our Board of Trustees who is not an employee in respect of his or her service as a Trustee, whether paid or granted in the form of cash or equity awards, or both, in any calendar year is $750,000 (valuing any equity awards based on the grant date fair value of such awards in accordance with applicable accounting rules).

~~Types of Awards.~~ ~~The 2018 Plan provides for the grant of stock options, SARs, RSUs, restricted stock awards (RSAs), performance awards, other awards convertible into or otherwise based on our common shares and~~

annual and long-term cash awards. Dividends or dividend equivalents may also be provided in connection with awards (except for stock options or SARs) under the 2018 Plan, but shall not be paid unless and until the underlying award vests.

•: ~~RSUs and RSAs.~~ Our Compensation Committee may grant awards of RSUs or RSAs. An RSU is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, subject to the satisfaction of specified performance or service vesting conditions. An RSA is a common share subject to restrictions requiring that shares be redelivered or offered for sale to us if specified service or performance-based conditions are not satisfied.
•: ~~Performance Awards.~~ ~~Our Compensation Committee may grant performance awards, which are described in this Summary and in the 2018 Plan.~~
•: ~~Stock Options and SARs.~~ Our Compensation Committee may grant stock options, including incentive stock options (ISOs) and stock options not intended to be ISOs (NSOs), and SARs. A stock option is a right entitling the holder to acquire our common shares upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares or other property of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the 2018 Plan shall be no less than 100% of the fair market value of a common share on the date of grant (110% in the case of certain ISOs). Other than adjustments in connection with certain corporate transactions or changes to our capital structure as described below, stock options and SARs granted under the 2018 Plan may not be amended to reduce the exercise price or base value or cancelled in exchange for stock options or SARs with a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock option or SAR that has a per share exercise price or base value greater than the fair market value of a share of our common shares on the date of such cancellation, in each case, without shareholder approval. The expiration date of each stock option and SAR granted under the 2018 Plan shall be ten years from the date of grant, or such earlier time as our Compensation Committee may determine.
•: ~~Other Awards.~~ ~~Our Compensation Committee may grant other awards convertible into or otherwise based on shares, together with long-term cash awards, subject to such terms and conditions as it may determine.~~

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~~Vesting; Terms of Awards.~~ Our Compensation Committee determines the terms of all awards granted under the 2018 Plan and may impose such restrictions or conditions to vesting as it deems appropriate, including requiring the achievement of performance criteria. No portion of any grant of any equity award may be scheduled to vest prior to the date that is one year following the date such award is granted, except that we may grant awards that provide for the issuance of an aggregate of up to five percent of our common shares reserved for issuance under the 2018 Plan to participants, including members of our Board of Trustees, without regard to this minimum vesting provision. Our Compensation Committee may accelerate the vesting or exercisability of awards.

~~Transferability of Awards.~~ Awards, other than ISOs, may not be transferred other than by will or by the laws of descent and distribution, except that our Compensation Committee may permit the gratuitous, not for value transfer of awards, subject to applicable laws and other limitations that it may impose.

~~Performance Criteria.~~ The 2018 Plan provides for grants of performance awards subject to "performance criteria." Performance criteria with respect to those awards that are intended to qualify as performance-based compensation are limited to objectively determinable measures of performance relating to any, or any combination of, the following (measured either absolutely or comparatively and on a consolidated or other basis) as follows: cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation and amortization or operating earnings); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; credit rating; working capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; unit volume; productivity; delivery performance; service levels; operating performance; customer satisfaction; diversity of new hires and/or promotions; environmental, social and corporate governance objectives and the return on such objectives; safety record; stock price; return on equity; total shareholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; and completion of acquisitions, divestitures, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives, or other strategic business criteria consisting of one or more

objectives based on satisfaction of specified goals, geographic business expansion goals or cost targets. Our Compensation Committee may establish one or more of the applicable performance criteria which may be adjusted in an objectively determinable manner to reflect events (for example, acquisitions or dispositions) occurring during the applicable performance period that affect the applicable performance criteria.

~~Effect of Termination of Employment.~~ Unless an award agreement expressly provides otherwise, immediately upon the termination of a participant's employment or service, unvested awards will be forfeited and awards requiring exercise will cease to be exercisable, except that stock options and SARs held by a participant will generally remain exercisable for three months following cessation of employment, and one year if cessation is due to death of the participant, except in event of cessation of employment for cause.

~~Effects of Certain Transactions.~~ Unless an award agreement expressly provides otherwise, in the event of a corporate change in control or any other consolidation, merger, or similar transaction in which the Company is not the surviving corporation, a sale of all or substantially all of the Company's assets, or a dissolution or liquidation of the Company:

•: ~~If there is an acquiring or surviving entity, our Compensation Committee will provide for the assumption, substitution, or continuation of some or all awards;~~
•: If at any time within two years after a change in control the participant's employment is terminated without cause or the participant resigns under certain circumstances as noted in the Plan, any awards that are assumed, substituted for, or continued in connection with such transaction will vest in full;
•: ~~Our Compensation Committee may provide for a payout or acceleration of some or all awards on such payment and other terms and conditions as it may determine; and~~
•: ~~Awards that are not assumed, substituted for, or continued, if any, will generally terminate upon the consummation of the transaction.~~

~~Adjustment Provisions.~~ In the event of a stock dividend or similar distribution, stock split or combination of shares (including a reverse stock split), recapitalization, or other change in our capital structure, our Compensation Committee shall make appropriate adjustments to the maximum number of shares that may be delivered under the 2018 Plan; the individual award limits; the number and kind of securities subject to, and, if applicable, the exercise price or base value of,

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~~ITEM 3: APPROVAL OF THE 2018 EVERSOURCE ENERGY INCENTIVE PLAN~~

outstanding awards; and any other provisions affected by such event. Our Compensation Committee may make similar adjustments for other events if it determines adjustments are appropriate to avoid distortion in the operation of the 2018 Plan.

~~Clawback.~~ Our Compensation Committee may require the forfeiture and disgorgement of awards and the proceeds from the exercise or other disposition of awards or common shares acquired under awards in the event of certain financial restatements involving fraud or misconduct, a willful violation of a material provision of our code of conduct or any material policy of the Company, a willful material violation of certain employee covenants, or to the extent required by law or stock exchange listing standards or pursuant to any applicable Company clawback policy.

The 2018 Plan was approved by our Compensation Committee and Board of Trustees effective February 7, 2018. No awards will be granted after the tenth anniversary of Board approval. Awards described in the table set forth below are subject to approval of the 2018 Plan by shareholders at the 2018 Annual Meeting of Shareholders. Our Compensation Committee may at any time amend, suspend, or terminate the 2018 Plan or any portion thereof, subject to such shareholder approval as our Compensation Committee determines necessary or advisable, except that no such amendment, suspension, or termination will materially and adversely affect the rights of a participant under a previously granted award (without the participant's consent) and no amendment will effectuate a change for which shareholder approval is required without obtaining such approval.

~~Certain Federal Income Tax Consequences~~

The following is a summary of certain U.S. federal income tax consequences associated with certain awards granted under the 2018 Plan. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the 2018 Plan, nor does it cover state, local, or non-U.S. taxes, except as may be specifically noted.

~~Stock Options (NSOs).~~ In general, a participant has no taxable income upon the grant of a stock option but realizes income in connection with the exercise of the NSO in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to the Company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which the Company is not entitled to a deduction.

~~ISOs.~~ In general, a participant realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. Generally, a disposition of shares purchased pursuant to an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a deduction to the Company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale of shares purchased pursuant to an ISO is treated as a long-term capital gain or loss for which the Company is not entitled to a deduction.

~~SARs.~~ The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for common shares or receives payment upon exercise of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any shares received. A corresponding deduction is generally available to the Company.

~~RSAs.~~ A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the Company. However, a participant may make an election under Section 83(b) of the Internal Revenue Code to be taxed on restricted shares when they are acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the Company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

~~RSUs.~~ The grant of an RSU does not itself generally result in taxable income. Instead, the participant is generally taxed upon vesting and settlement (and a corresponding deduction is generally available to the Company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Internal Revenue

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~~ITEM 3: APPROVAL OF THE 2018 EVERSOURCE ENERGY INCENTIVE PLAN~~

~~Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted shares.~~

For purposes of determining capital gain or loss on a sale of shares awarded under the 2018 Plan, the holding period for the shares begins when the participant recognizes taxable income with respect to the transfer of such shares. The participant's tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

~~Certain Change in Control Payments.~~ Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a termination following a change in control of a company may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting, or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the Company.

~~New Plan Benefits Table~~

The following table sets forth RSUs and performance share awards that were approved by the Compensation Committee (and by the Board of Trustees for Mr. Judge) to the persons and groups named below under the 2018 Plan on February 7, 2018, subject to receiving the requisite approval of shareholders of this Item 3. To the extent shareholders approve the 2018 Plan, such RSUs and performance share awards will vest only if the conditions set forth in the award agreements are satisfied.

~~Should such shareholder approval of the 2018 Plan not be obtained, then the grants under the 2018 Plan will be rescinded.~~

		~~Name and Position~~				~~RSUs/Performance~~ ~~Share Awards~~


		~~James J. Judge~~ ~~Chairman, President and~~ ~~Chief Executive Officer~~					~~97,824~~

		~~Philip J. Lembo~~ ~~Executive Vice President and~~ ~~Chief Financial Officer~~					~~21,364~~

		~~Leon J. Olivier~~ ~~Executive Vice President,~~ ~~Enterprise Energy Strategy~~ ~~and Business Development~~					~~22,996~~

		~~Werner J. Schweiger~~ ~~Executive Vice President and~~ ~~Chief Operating Officer~~					~~21,690~~

		~~Gregory B. Butler~~ ~~Executive Vice President and~~ ~~General Counsel~~					~~16,820~~

		~~Trustee Group~~					~~26,100~~

		~~Executive Group~~					~~136,066~~

		~~Non-Executive Employee Group~~					~~78,000~~

The affirmative vote of a majority of votes cast at the meeting is required to approve the proposal. This means that the number of shares voted "FOR" the item must exceed the number voted "AGAINST." You may vote either "FOR" or "AGAINST" the item or you may abstain from voting. Abstentions and broker non-votes will have no effect on the outcome

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Item 3: Ratification of the ~~vote as they do not count as votes cast.~~

Selection of the Independent Registered Public Accounting Firm

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

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~~Item 4: 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 ~~2018.~~2021. In ~~2017, 96%~~2020, 98 percent of shares voted were ~~voted~~ 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 to conduct an audit of Eversource Energy for 2018.~~LLP. The Board is submitting the selection of Deloitte & Touche LLP to our shareholders for ratification as a matter of good corporate ~~practice. Whether or not the selection of Deloitte & Touche LLP is ratified by our shareholders, the~~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 ~~directly~~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 ~~Audit~~ Committee ~~is responsible for~~evaluates the ~~audit fee negotiations associated with the retention~~performance of Deloitte & Touche ~~LLP. In~~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. ~~Further, in conjunction with~~At its February 8, 2021 meeting, the ~~mandated~~Committee discussed the issue of firm rotation ~~of the firm's lead engagement partner, the Audit Committee~~ and, ~~its Chair will continue to be directly involved in the selection of~~after discussion, selected Deloitte & Touche ~~LLP's~~LLP to continue to serve as the Company’s independent registered public accounting firm, citing as it did in 2020

the 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 ~~lead engagement partner.~~firm. It was the Committee’s conclusion that these reasons continue to provide the basis for not considering firm rotation at this time. 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 ~~those~~ 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, ~~2017~~2020 and ~~2016~~2019 totaled ~~$4,533,922~~$5,296,414 and ~~$4,336,626,~~$5,641,614, respectively. In addition, affiliates of Deloitte & Touche LLP ~~as noted below~~ provide other accounting services to the Company. ~~Fees~~

Audit and Non-Audit Fees	2020			2019
Audit Fees(1)		$	4,562,000		$	4,743,400
Audit Related Fees(2)		$	732,500		$	851,300
Tax Fees(3)		$	0		$	45,000
All Other Fees(4)		$	1,914		$	1,914
TOTAL		$	5,296,414		$	5,641,614

(1)

Audit fees in 2020 and 2019 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, 2017 and 2016 totaled $4,243,000 and $3,988,000, respectively. The audit fees were incurred for audits of ~~consolidated~~ financial statements of Eversource Energy and its subsidiaries, 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 ~~other costs. The fees also included~~compliance filings, out of pocket expense reimbursements, and audits of internal controls over financial reporting as of December 31, ~~2017~~2020 and ~~2016.~~

2019.

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

~~ITEM 4: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

(2)

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, 2017 and 2016 totaled $283,000 and $346,000, 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.~~

~~3. Tax Fees~~

~~There were no tax fees~~financials for the years ended December 31, ~~2017~~2020 and ~~2016.~~

2019.

~~4. All Other Fees~~

~~The aggregate~~

(3)

There were no tax fees rendered and no tax fees billed ~~to the Company and its subsidiaries by the Deloitte Entities for services other than the services described above~~ for the ~~years~~year ended December 31, ~~2017~~2020. The tax service fees for the period ended December 31, 2019 were incurred for procedures performed in the ordinary course of business in support of certain federal rules in 2019.

(4)

All Other Fees for the period December 31, 2020 and ~~2016 totaled $7,922 and $2,626, respectively. These fees~~2019 were for ~~the review of benefit payment calculations in 2017 and a~~an annual license for access to an accounting standards research ~~tool in both 2017 and 2016.~~

tool.

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 ~~subcommittee~~subcommittees to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. During ~~2017,~~2020, 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 ~~six~~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, ~~Deloitte & Touche LLP, and~~ the compliance by the Company with legal and regulatory ~~requirements.~~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~~statements. At the conclusion of its meetings, the Committee meets in executive sessions with management, representatives of the independent registered public accounting firm, and ~~systems~~the Company’s Internal Audit Department executive, following which there is a session attended only by the Committee Members.

In November 2020, the Committee approved an amendment to its charter, as recommended by The Institute of Internal Auditors, adding additional oversight duties relating to reviews of internal ~~control. The~~and external quality assessments and Internal Audit oversight. This is

consistent with the responsibilities of the Audit Committee as outlined in its charter.

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. As part of these responsibilities, during ~~2017,~~2020, 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 ~~the Audit Committee has further~~ 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, ~~2017~~2020 and ~~2016.~~2019.

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~~ITEM 4: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

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

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

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 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, ~~2017~~2020 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)
~~John S. Clarkeson~~Gregory M. Jones
John Y. Kim
Kenneth R. Leibler
~~William C. Van Faasen~~
Frederica M. Williams

February ~~20, 2018~~

12, 2021

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Other Matters

~~Table of Contents~~

~~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 ~~2019~~2022 Annual Meeting of Shareholders, your proposal must be received by the ~~Secretary's~~Secretary’s office no later than November ~~23, 2018,~~26, 2021, and must satisfy the conditions established by the SEC. Written notice of proposals of shareholders to be considered at the ~~2019~~2022 Annual Meeting without inclusion in next ~~year's~~year’s proxy statement must be received on or before February ~~6, 2019.~~9, 2022. If a notice is received after February ~~6, 2019,~~9, 2022, then the notice will be considered untimely and the proxies held by management may provide the discretion to vote ~~against~~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 ~~2019~~2022 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
Secretary
Eversource Energy
800 Boylston Street, 17th Floor
Boston, Massachusetts 02199-7050

2020 Annual Report and Annual Report on Form 10-K

~~2017 Annual Report and~~
~~Annual Report on Form 10-K~~

The ~~Company's~~Company’s Annual Report for the year ended December 31, ~~2017,~~2020, including financial statements, was mailed with this proxy statement or made available to shareholders on the Internet. We will mail a copy of the ~~2017~~2020 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, ~~2017,~~2020, filed with the ~~Securities and Exchange Commission~~SEC on February ~~23, 2018,~~17, 2021, 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

~~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 ~~four~~three separate items, as summarized in the following table:

~~Item~~		~~Board~~ ~~Recommendation~~	~~Vote~~ ~~Required~~	~~Effect of~~ ~~Abstentions~~		~~Effect of~~ ~~Broker~~ ~~Non-Votes~~		~~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			61
~~Approve the 2018 Eversource~~ ~~Energy Incentive Plan~~ ~~(Item 3)~~		~~FOR~~	~~Majority of votes cast~~	~~No effect~~		~~No effect~~			6369
	Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm (Item 4)3)		FOR		Majority of votes cast		~~No effect~~		~~Not applicable~~			69
			No effect			Not applicable			71

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 5, 2021

Location:
Online at: http://www.meetingcenter.io/258120406
Enter the 15-digit control number on the Proxy Card
Password: ES2021
(Please also see Notice of Annual Meeting)

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

We do not expect any other matters to be ~~considered~~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 ~~6, 2018.~~10, 2021. As of the record date, ~~316,885,808~~343,321,049 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 1, 2018.~~during the meeting. You may access this proxy statement and related materials by going towww.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 1, 2018.~~during the meeting.

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•

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.

•

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•: 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~~“Cast Your Vote” link 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 10, 2021 (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.meetingcenter.io/258120406 and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials they previously received, and the Annual Meeting password ES2021.

Registering to Attend the Annual Meeting as a Beneficial Owner

Beneficial owners of record as of March 10, 2021 (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 30, 2021. 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.meetingcenter.io/258120406 and enter their control number and the Annual Meeting password ES2021.

If You Need Assistance

Technical assistance for shareholders or their proxies will be available before or during the Annual Meeting by going to http://www.meetingcenter.io/258120406 and clicking on the “Attendance Instructions” box or clicking on the Help link once you have logged into the meeting center.

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. Eastern Time on ~~April 29, 2018.~~

May 2, 2021.

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.

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. Eastern Time on ~~April 29, 2018,~~May 2, 2021, 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.

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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 or the item to approve the adoption of our 2018 Plan.~~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" item or the approval of our 2018 Plan. If~~“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.

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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 ~~43078, Providence, Rhode Island 02940-3078,~~505005, Louisville, Kentucky 40233-5005, by telephone at (800) 999-7269, or on the Internet at~~www.computershare.com~~.

www.computershare.com/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:

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 ~~1, 2018;~~5, 2021, 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. Eastern Time on ~~April 29, 2018.~~

May 2, 2021.

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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 ~~6, 2018,~~10, 2021, 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.

Q:78

~~HOW CAN I OBTAIN ELECTRONIC ACCESS TO PROXY MATERIALS INSTEAD~~2021 Proxy Statement

TABLE OF ~~RECEIVING PAPER COPIES BY MAIL?~~

~~This proxy statement and our 2017 Annual Report are available on our website at~~~~www.eversource.com~~ in the Investor section. You may elect to enroll in "electronic access" to receive future proxy statements and annual reports electronically instead of receiving paper copies in the mail. If you are a shareholder of record, you can choose this option and save the Company the cost of producing and mailing these documents by visiting~~www.computershare.com/investor~~ and following the instructions. You will need to login to your account or create a login to verify your identity. If your common shares are held by a brokerage firm, bank, other financial intermediary or nominee (i.e., held in "street name"), and you wish to enroll in electronic access, you should contact your brokerage firm, bank or nominee directly.

If you choose to receive future proxy statements and annual reports electronically, each year we will timely notify you when these documents become available. Your choice to receive these documents electronically will remain in effect until you instruct us otherwise. You can request paper copies of these documents, free of charge, from us by writing to the Secretary at the address previously noted on this page.

CONTENTS

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~~APPENDIX A~~
~~2018 EVERSOURCE ENERGY~~
~~INCENTIVE PLAN~~

1.~~PURPOSE~~

The purpose of the 2018 Eversource Energy Incentive Plan (the Plan) is to attract and retain employees of the Company, to provide an incentive for Participants to generate shareholder value by contributing to the appreciation of shares of Company Stock, to enable Participants to share in the growth of the Company through the grant of Awards, and to provide non-employee Trustees with Equity Awards.

2.~~DEFINED TERMS~~

~~Exhibit A~~~~, which is incorporated by reference, defines the terms used in the Plan and includes certain operational rules related to those terms.~~

3.~~ADMINISTRATION~~

The Plan shall be administered by the Compensation Committee. The Board may in any instance perform any of the Plan functions of the Compensation Committee, and the Compensation Committee may delegate such of its Plan duties, powers and responsibilities as it may determine to any other person, including the grant of Awards, in accordance with applicable legal requirements and the Compensation Committee's charter. References to the Compensation Committee in this Plan shall include the Board or the person or persons so delegated to the extent of such delegation, as applicable.

The Compensation Committee shall select the persons eligible to receive Awards and shall determine the terms and conditions of the Awards. The Compensation Committee has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; determine the form of settlement of Awards (whether in cash, shares of Stock, other property or a combination thereof); prescribe forms, rules and procedures; and otherwise do all things necessary or desirable to carry out the purposes of the Plan. Determinations of the Compensation Committee made under the Plan will be conclusive and will bind all parties.

4.~~ELIGIBILITY FOR ANNUAL CASH INCENTIVE AWARDS~~

Each employee of the Company employed in a position classified as a Vice President or higher (an Executive Employee) shall be eligible to receive an Annual Cash Incentive Award under the Plan. As soon as practicable after the start of each fiscal year, but in any event within 90 days thereafter, the Compensation Committee shall set performance goals for the Company, which shall be the basis for determining the Annual Cash Incentive Award to be paid to each Executive Employee for such fiscal year, unless otherwise determined by the Compensation Committee. The Compensation Committee shall communicate to each Executive Employee the target and the percentages (including minimums and maximums) of the Annual Cash Incentive Award that such employee is eligible to receive. The Compensation Committee may permit an Executive Employee to defer an Annual Cash Incentive Award in accordance with such procedures as the Compensation Committee may from time to time specify, subject to compliance with Section 409A.

The Compensation Committee shall certify and announce the Annual Incentive Awards that will be paid by the Company to each Executive Employee as soon as practicable following the final determination of the Company's financial results for the relevant fiscal year. Payment of an Annual Incentive Award that an Executive Employee has not expressly deferred shall be made in cash after the end of the relevant fiscal year but not later than two and one-half months after the end of such fiscal year, only if the employment of the Executive Employee has not been terminated prior to the date that

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payment is due, except as otherwise specifically provided in a written agreement between the Company and the Executive Employee. The Compensation Committee may provide for complete or partial exceptions to this requirement if an Executive Employee's employment terminates on account of his or her Retirement, death or Disability, or is terminated by the Company without Cause or in connection with a Change in Control.

5.~~ELIGIBILITY AND PARTICIPATION FOR EQUITY AWARDS~~

The Compensation Committee shall select Participants from among key Employees of the Company and its subsidiaries, it being understood that no Employee whose terms and conditions of employment are subject to negotiation with a collective bargaining agent will be eligible to receive an Equity Award under the Plan until the agreement between the Company and such collective bargaining agent with respect to the Employee provides for eligibility to participate in the Plan. Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a "parent corporation" or "subsidiary corporation" of the Company as those terms are defined in Section 424 of the Code. Eligibility for Stock Options, other than ISOs and SARs, is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations. Non-employee Trustees shall also participate in the Plan through Stock Awards made as a component of Trustee compensation.

6.~~LIMITS ON GRANTS AND COMPENSATION UNDER THE PLAN~~

~~(a)~~~~Number of Shares~~. Subject to adjustment as provided in Section 8(b), the maximum number of shares of Company Stock that may be issued in satisfaction of Equity Awards under the Plan on and after the Effective Date shall be 3,200,000 shares. For purposes of this Section 6(a), the number of shares of Company Stock issued in satisfaction of Equity Awards will be determined (i) by including shares of Company Stock withheld by the Company in payment of the exercise price or purchase price of the Award or in satisfaction of tax withholding requirements with respect to the Award, (ii) by including the full number of shares covered by a SAR any portion of which is settled in Company Stock (and not only the number of shares of Company Stock delivered in settlement), and (iii) by excluding any shares of Company Stock underlying Awards settled in cash or property (other than Company Stock) or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the issuance of Company Stock. For the avoidance of doubt, the number of shares of Company Stock available for delivery under the Plan will not be increased by any shares of Company Stock delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 6(a) will be construed to comply with Section 422.

~~(b)~~~~Substitute Awards~~. The Compensation Committee may grant Substitute Awards under the Plan in substitution for equity awards of an acquired company. To the extent consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), Company Stock issued under Substitute Awards will be in addition to and will not reduce the number of shares available for Awards under the Plan set forth in Section 6(a), but, notwithstanding anything in Section 6(a) to the contrary, if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance of Company Stock, the shares of Company Stock previously subject to such Award will not be available for future grants under the Plan. The Compensation Committee will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all.

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~~(c)~~~~Type of Shares~~. ~~Shares of Company Stock delivered by the Company under the Plan may be authorized but unissued shares of Company Stock or previously issued shares of Company Stock acquired by the Company.~~

~~(d)~~~~Individual Limits~~.

~~(1)~~ ~~The following additional limits apply to Awards of the specified type granted or, in the case of Cash Awards, payable to any person in any calendar year.~~

~~(A)~~: ~~Stock Options: 500,000 shares of Company Stock.~~
~~(B)~~: ~~SARs: 500,000 shares of Company Stock.~~
~~(C)~~: ~~Long term Incentive Cash Awards: $4,000,000~~
~~(D)~~: ~~Annual Cash Incentive Awards: $4,000,000~~
~~(E)~~: ~~Equity Awards (other than Stock Options or SARS): 400,000 shares of Company Stock.~~

In applying the foregoing limits, (i) all Awards of the specified type granted to the same person in the same calendar year are aggregated and made subject to one limit; (ii) the limits applicable to Stock Options and SARs refer to the number of shares of Company Stock underlying those Awards; (iii) the share limits under clause (E) refer to the maximum number of shares of Company Stock that may be delivered, or the value of which could be paid in cash or other property, under an Award or Awards of the type specified in clause (E), assuming a maximum payout; (iv) Awards other than Annual Cash Incentive Awards or Long Term Incentive Cash Awards that are settled in cash count against the applicable share limit under clauses (A), (B) or (E), as applicable, and not against the dollar limit under clause (C) and (D); and (v) the dollar limit under clauses (C) and (D) refers to the maximum dollar amount payable under an Annual Cash Incentive Award or Long Term Incentive Cash Award, as applicable, assuming a maximum payout.

~~(2)~~ Notwithstanding the foregoing limits, the aggregate value of all compensation granted or paid to any non-employee Trustee with respect to any calendar year in respect of his or her service as Trustee, including Awards granted under the Plan and cash fees or other compensation paid to the non-employee Trustee for his or her services as a Trustee, including service on committees of the Board during such calendar year, shall not exceed $750,000 in the aggregate, calculating the value of any Equity Awards based on the grant date fair value of such awards in accordance with the Accounting Rules.

7.~~RULES APPLICABLE TO AWARDS~~

~~(a)~~~~All Awards.~~

~~(1)~~~~Awards~~. Awards under the Plan may consist of any or a combination of the following: Stock Options, SARs, Restricted Stock, Stock Units, including Restricted Stock Units, Performance Awards, Cash Awards and other awards that are convertible into or otherwise based on Common Stock (each, an Award, and, collectively, Awards).

~~(2)~~~~Award Provisions~~. By accepting (or, under such rules as the Compensation Committee may prescribe, being deemed to have accepted) an Award, the Participant will be deemed to have agreed to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, Substitute Awards may contain terms and conditions that are different from the terms and conditions specified herein, as determined by the Compensation Committee. The Compensation Committee shall determine the terms of all Awards, subject to the limitations

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~~provided herein. Awards under a particular section of the Plan need not be uniform as among the Participants.~~

~~(3)~~~~Term of Plan~~. ~~No Awards may be made after 10 years from the Date of Adoption, but previously granted Awards may continue beyond that date in accordance with their terms.~~

~~(4)~~~~Transferability~~. Neither ISOs nor, except as the Compensation Committee otherwise expressly provides in accordance with the third sentence of this Section 7(a)(4), other Awards, may be transferred other than by will or by the laws of descent and distribution. During a Participant's lifetime, ISOs and, except as the Compensation Committee otherwise expressly provides in accordance with the third sentence of this Section 7(a)(4), SARs and NSOs, may be exercised only by the Participant. The Compensation Committee may permit the gratuitous transfer (~~i.e.~~~~, transfer not for value) of Awards other than ISOs, subject to applicable securities and other laws and such limitations as the Compensation Committee may impose.~~

~~(5)~~~~Vesting~~. ~~The Compensation Committee shall determine the time or times at which an Award vests or becomes exercisable or any restrictions on such Award lapse and the terms on which an Award remains outstanding;~~~~provided, however~~~~, that no portion of any grant of an Equity Award may be scheduled by its terms to vest prior to the date that is one year following the date the Equity Award is granted;~~~~provided also, however~~, that Equity Awards that by the terms of a grant are scheduled to result in the issuance (as determined in accordance with the rules set forth in Section 6(a)) of an aggregate of up to five percent of the shares of Company Stock reserved for issuance under Section 6(a) may be granted to eligible persons (including Trustees) without regard to the minimum vesting provisions of this Section 7(a). Without limiting the foregoing, the Compensation Committee may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless the Compensation Committee expressly provides otherwise, however, the following rules will apply if a Participant's Employment ceases:

~~(A)~~ Except as provided in (B) and (C) below, immediately upon the cessation of the Participant's Employment, each Stock Option and SAR that is then held by the Participant or by the Participant's permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that are then held by the Participant or by the Participant's permitted transferees, if any, to the extent not already vested will be forfeited.

~~(B)~~ Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant's permitted transferees, if any, immediately prior to the cessation of the Participant's Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 7(a)(5), and will thereupon immediately terminate.

~~(C)~~ Subject to (D) below, all Stock Options and SARs held by a Participant or the Participant's permitted transferees, if any, immediately prior to the Participant's death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant's death or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 7(a)(5), and will thereupon immediately terminate.

~~(D)~~ All Equity Awards (whether or not vested or exercisable) held by a Participant or the Participant's permitted transferees, if any, immediately prior to the cessation of the Participant's Employment, will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the determination of the Compensation Committee would have constituted grounds for the Participant's Employment to be terminated for Cause.

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~~(6)~~~~Recovery of Compensation~~. Upon written demand of the Company, the Compensation Committee may require the forfeiture and disgorgement to the Company of outstanding Awards and the proceeds from the exercise or disposition of Awards or Company Stock acquired under Awards, with interest and other related earnings, if payment of the Award was predicated on the achievement of certain financial results that were subsequently the subject of a material restatement of the financial statements of the Company, in the judgment of the Board, and if the Participant engaged in fraud or misconduct that caused or partially caused the need for the material restatement, and a lower payment would have been made to the Participant based on the restated financial results. In the event the Participant fails to make prompt reimbursement of any such Award or amounts previously paid or delivered, as applicable, the Company may, to the extent permitted by applicable law, deduct the amount required to be reimbursed from the Participant's compensation otherwise due from the Company;~~provided~~,~~however~~, that the Company will not seek to recover upon Awards paid more than three years prior to the date the applicable restatement is disclosed. In addition, the Compensation Committee may require forfeiture and disgorgement to the Company of outstanding Awards and the proceeds or amounts with respect to the exercise, settlement, payment or disposition of Awards or Company Stock acquired under Awards, with interest and other related earnings, (i) to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended (the Exchange Act), (ii) pursuant to any applicable Company clawback or recoupment policy, as in effect from time to time, or (iii) in connection with a willful violation by the Participant of a material provision of the code of business conduct of the Company or any of its subsidiaries, any material policy of the Company or any of its subsidiaries, or any material provision set forth in an employment agreement occurring within three years following payment of an Award, each, as in effect from time to time, and all as may be determined by the Compensation Committee. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Compensation Committee, and to cause any and all permitted transferees of the Participant to cooperate fully with the Compensation Committee to effectuate any forfeiture or disgorgement required hereunder. Neither the Compensation Committee nor the Company nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 7(a)(6).

~~(7)~~~~Taxes~~. The delivery, vesting and retention of Company Stock, cash or other property under an Award are conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award. The Compensation Committee shall prescribe such rules for the withholding of taxes with respect to any Award as it deems necessary. The Company may hold back shares of Company Stock from an Equity Award or permit a Participant to tender previously owned shares of Company Stock in satisfaction of tax withholding requirements (but not in excess of the maximum withholding amount consistent with the award being subject to equity accounting treatment under the Accounting Rules).

~~(8)~~~~Dividend Equivalents~~. The Compensation Committee may provide for the payment of amounts (on terms and subject to conditions established by the Compensation Committee) in lieu of cash dividends or other cash distributions with respect to Company Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award;~~provided, however~~, that (a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remain subject to a risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award and (b) no dividends or dividend equivalents shall be payable with respect to Options or SARs. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A. Dividends or dividend equivalent amounts payable in respect of Awards that are subject to restrictions may be subject to such additional limits or restrictions as the Compensation Committee may impose.

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~~(9)~~~~Rights Limited~~. Nothing in the Plan may be construed as giving any person the right to be granted an Award or to continued employment or service with the Company or any of its subsidiaries, or any rights as a shareholder except as to shares of Company Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any of its subsidiaries to the Participant.

~~(10)~~~~Performance- based Compensation Tax Exception.~~ In the case of any Performance Award (other than a Stock Option or SAR) intended to qualify for any performance-based compensation exception that might now or in the future be contained in any law or regulation, the Compensation Committee shall establish the Performance Criterion (or Criteria) applicable to the Award within the time period required under such law or regulation, and the grant, vesting or payment, as the case may be, of the Award will be conditioned upon the satisfaction of the Performance Criterion (or Criteria) as certified by the Compensation Committee, unless otherwise determined by the Compensation Committee.

~~(11)~~~~Coordination with Other Plans~~. Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its subsidiaries. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or any of its subsidiaries may be settled in Company Stock under the Plan if the Compensation Committee so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 6). In any case where an award is made under another plan or program of the Company or any of its subsidiaries and is intended to qualify for any performance-based compensation exception under law or regulation, and such award is settled by the delivery of Company Stock or another Award under the Plan, the limitations under both the other plan or program and under the Plan will be applied to the Plan as necessary (as determined by the Compensation Committee) to preserve the availability of any performance-based compensation exception with respect thereto.

~~(12)~~~~Section 409A~~.

~~(A)~~ Without limiting the generality of Section 12(B) hereof, each Award will contain such terms as the Compensation Committee determines and will be construed and administered such that the Award either qualifies for an exemption from the requirements of Section 409A, or satisfies such requirements.

~~(B)~~ Notwithstanding any provision of this Plan or any Award agreement to the contrary, the Compensation Committee may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Compensation Committee determines that such amendment, modification or termination is necessary or advisable to avoid the imposition of an additional tax, interest or penalty under Section 409A.

~~(C)~~ If a Participant is deemed on the date of the Participant's termination of Employment to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B), then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A, to the extent applicable, payable on account of a "separation from service", such payment will be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such "separation from service" and (ii) the date of the Participant's death (the Delay Period). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 7(a)(12) (whether they would have otherwise been payable in a single lump sum or in

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installments in the absence of such delay) will be paid on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Award agreement.

~~(D)~~ ~~For purposes of Section 409A, each payment made under this Plan will be treated as a separate payment.~~

~~(E)~~ With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable upon a Change in Control of the Company or other similar event, to avoid the imposition of an additional tax, interest or penalty under Section 409A, no amount will be payable unless such change in control constitutes a "change in control event" within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

~~(b)~~~~Stock Options and SARs~~.

~~(1)~~~~Time and Manner of Exercise~~. Unless the Compensation Committee expressly provides otherwise, no Stock Option or SAR will be deemed to have been exercised until the Company receives notice of exercise in a form acceptable to the Compensation Committee that is signed by the appropriate person and accompanied by any payment required under the Award. Any attempt to exercise a Stock Option or SAR by any person other than the Participant will not be given effect unless the Compensation Committee has received such evidence as it may require that the person exercising the Award has the right to do so.

~~(2)~~~~Exercise Price~~. The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise must be no less than 100% (in the case of an ISO granted to a 10-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the Fair Market Value of the Company Stock subject to the Award, determined as of the date of grant, or such higher amount as the Compensation Committee may determine in connection with the grant.

~~(3)~~~~Payment of Exercise Price~~. Where the exercise of an Award is to be accompanied by payment, payment of the exercise price must be by cash or check acceptable to the Compensation Committee or, if so permitted by the Compensation Committee and if legally permissible, (i) through the delivery of previously acquired unrestricted shares of Company Stock, or the withholding of shares of Company Stock otherwise deliverable upon exercise, in either case that have a Fair Market Value equal to the exercise price, (ii) through a broker-assisted cashless exercise program acceptable to the Compensation Committee, (iii) by other means acceptable to the Compensation Committee, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise price under clause (b)(3) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Compensation Committee may prescribe.

~~(4)~~~~Maximum Term~~. The maximum term of Stock Options and SARs must not exceed 10 years from the date of grant (or five years from the date of grant in the case of an ISO granted to a 10-percent shareholder described in Section 7(b)(2) above).

~~(5)~~~~No Repricing~~. Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares) or as otherwise contemplated by Section 8 below, the Company may not, without obtaining shareholder approval, (A) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such Stock Options or SARs, (B) cancel

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outstanding Stock Options or SARs in exchange for Stock Options or SARs with an exercise price or base value that is less than the exercise price or base value of the original Stock Options or SARs, or (C) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than the Fair Market Value of a share of Company Stock on the date of such cancellation in exchange for cash or other consideration.

8.~~EFFECT~~TABLE OF ~~CERTAIN TRANSACTIONS~~

~~(a)~~ Except as otherwise expressly provided in an Award agreement, Company plan, or other individual agreement, or by the Compensation Committee, the following provisions will apply in the event of a Corporate Transaction or a Change in Control:

~~(1)~~~~Assumption or Substitution~~. If the Corporate Transaction or Change in Control is one in which there is an acquiring or surviving entity, the Compensation Committee shall provide for either (A) the assumption or continuation of all outstanding Awards or any portion thereof or (B) the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.

~~(2)~~~~Cash-Out of Awards~~. Subject to Section 8(a)(6) below, the Compensation Committee may alternatively or also provide for payment (a "cash-out"), with respect to some or all Awards or any portion thereof, equal in the case of each affected Equity Award or portion thereof to the excess, if any, of (A) the Fair Market Value of one share of Company Stock times the number of shares of Company Stock subject to the Equity Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Equity Award or such portion (in the case of a SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Company Stock) and other terms, and subject to such conditions, as the Compensation Committee determines;~~provided, however~~, for the avoidance of doubt, that if the exercise or purchase price (or base value) of an Equity Award is equal to or greater than the Fair Market Value of one share of Company Stock, the Equity Award may be cancelled with no payment due hereunder or otherwise in respect of such Equity Award.

~~(3)~~~~Acceleration of Certain Awards~~. Subject to Section 8(a)(6) below, the Compensation Committee may provide that any Equity Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Company Stock remaining deliverable under any outstanding Award of Company Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Company Stock Units) will be accelerated, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Compensation Committee, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a shareholder in the Corporate Transaction or Change in Control.

~~(4)~~~~Termination of Awards upon Consummation of a Corporate Transaction or Change in Control~~. Except as the Compensation Committee may otherwise determine in any case, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon consummation of the Corporate Transaction or a Change in Control, other than (A) any Award that is assumed or substituted pursuant to Section 8(a)(1) above, and (B) any Cash Award that by its terms, or as a result of action taken by the Compensation Committee, continues following the Corporate Transaction or Change in Control.

~~(5)~~~~Involuntary Employment Action~~. Except as otherwise provided in an Award agreement or an individual agreement, if at any time within two (2) years after the effective date of a Change in Control there is an Involuntary Employment Action with respect to a Participant, each then

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outstanding Equity Award assumed, substituted or continued under Section 8(a)(1) and held by such Participant (or a permitted transferee of such person), to the extent then outstanding, shall, upon the occurrence of such Involuntary Employment Action, automatically accelerate so that each such Award shall become fully vested or exercisable, as applicable, immediately prior to such Involuntary Employment Action. Upon the occurrence of an Involuntary Employment Action with respect to a Participant, any outstanding Options or SARs held by such Participant (and a permitted transferee of such person) shall be exercisable for one (1) year following the Involuntary Employment Action or, if earlier, within the originally prescribed term of the Option or SAR.

~~(6)~~~~Additional Limitations~~. Any share of Company Stock and any cash or other property delivered pursuant to Section 8(a)(2) or Section 8(a)(3) above with respect to an Equity Award may, in the discretion of the Compensation Committee, contain such restrictions, if any, as the Compensation Committee deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with a Corporate Transaction or a Change in Control. For purposes of the immediately preceding sentence, a cash-out under Section 8(a)(2) above or an acceleration under Section 8(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited in connection with the Corporate Transaction or Change in Control, the Compensation Committee may require that any amounts delivered, exchanged or otherwise paid in respect of such Company Stock in connection with the Corporate Transaction or Change in Control be placed in escrow or otherwise made subject to such restrictions as the Compensation Committee deems appropriate to carry out the intent of the Plan.

~~(b)~~~~Changes in and Distributions with Respect to Company Stock~~.

~~(1)~~~~Basic Adjustment Provisions~~. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company's capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the Compensation Committee shall make appropriate adjustments to the maximum number of shares of Company Stock specified in Section 6(a) that may be issued under the Plan and to the maximum share limits described in Section 6(d), and shall make appropriate adjustments to the number and kind of shares of stock or securities underlying Equity Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to Equity Awards and any other provision of Awards affected by such change.

~~(2)~~~~Certain Other Adjustments~~. The Compensation Committee may also make adjustments of the type described in Section 8(b)(1) above to take into account distributions to shareholders other than those provided for in Section 8(a) and 8(b)(1), or any other event, if the Compensation Committee determines that adjustments are appropriate to avoid distortion in the operation of the Plan.

~~(3)~~~~Continuing Application of Plan Terms~~. ~~References in the Plan to shares of Company Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 8.~~

9.~~LEGAL CONDITIONS ON DELIVERY~~TABLE OF ~~COMPANY STOCK~~

The Company will not be obligated to deliver any shares of Company Stock pursuant to the Plan or to remove any restriction from shares of Company Stock previously delivered under the Plan until: (i) the Company is satisfied that any legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Company Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and

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(iii) all conditions of the Award have been satisfied or waived. The Company may require, as a condition to the exercise of an Award or the delivery of shares of Company Stock under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Company Stock required to be issued to Participants under the Plan will be evidenced in such manner as the Compensation Committee may deem appropriate, including book-entry registration or delivery of stock certificates. In the event that the Compensation Committee determines that stock certificates will be issued to Participants under the Plan, the Compensation Committee may require that certificates evidencing Company Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Company Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

~~10.AMENDMENT AND TERMINATION~~

The Compensation Committee may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards;~~provided, however~~, that except as otherwise expressly provided in the Plan, the Compensation Committee may not, without the Participant's consent, alter the terms of an Award so as to affect materially and adversely the Participant's rights under the Award, unless the Compensation Committee expressly reserved the right to do so at the time the Award was granted. Any amendments to the Plan will be conditioned upon shareholder approval to the extent, if any, such approval is required by law (including the Code) or applicable stock exchange requirements, as determined by the Compensation Committee.

~~11.MISCELLANEOUS~~

~~(a)~~~~Waiver of Jury Trial~~. By accepting or being deemed to have accepted an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting or being deemed to have accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree to submit disputes arising under the terms of the Plan or any Award made hereunder to binding arbitration or as limiting the ability of the Company to require any eligible individual to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder.

~~(b)~~~~Limitation of Liability~~. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any of its subsidiaries, nor the Compensation Committee, nor any person acting on behalf of the Company, any of its subsidiaries, or the Compensation Committee, will be liable to any Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.

~~(c)~~~~Funding of the Plan~~. This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under this Plan. In no event shall interest be paid or accrued on any Award, including unpaid installments of Awards.

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~~(d)~~~~Disclaimer of Liability~~. The Declaration of Trust of the Company provides that no shareholder of the Company shall be held to any liability whatever for the payment of any sum of money, or for damages or otherwise under any contract, obligation or undertaking made, entered into or issued by the Board or by any officer, agent or representative elected or appointed by the Board, and no such contract, obligation or undertaking shall be enforceable against the Board or any of them in their or his or her individual capacities or capacity and all such contracts, obligations and undertakings shall be enforceable only against the Board as such contract, obligation or undertaking shall look only to the trust estate for the payment or satisfaction thereof.

~~12.ESTABLISHMENT OF SUB-PLANS~~

The Compensation Committee may at any time and from time to time establish one or more sub-plans under the Plan (for local-law compliance purposes or other administrative reasons determined by the Compensation Committee) by adopting supplements to the Plan containing, in each case, such limitations on the Compensation Committee's discretion under the Plan, and such additional terms and conditions, as the Compensation Committee deems necessary or desirable. Each supplement so established will be deemed to be part of the Plan but will apply only to Participants within the group to which the supplement applies, as determined by the Compensation Committee.

~~13.GOVERNING LAW~~

~~(a)~~~~Certain Requirements of Corporate Law~~. Equity Awards will be granted and administered consistent with the requirements of applicable Massachusetts law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Company Stock is listed or entered for trading, in each case as determined by the Compensation Committee.

~~(b)~~~~Other Matters~~. Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the domestic substantive laws of the Commonwealth of Massachusetts govern the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

~~(c)~~~~Jurisdiction~~. By accepting an Award, each Participant will be deemed to (a) have submitted irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or an Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts; and (c) waive, and agree not to assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or an Award or the subject matter thereof may not be enforced in or by such court.

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~~EXHIBIT A~~

~~Definition of Terms~~

~~The following terms, when used in the Plan, have the meanings and are subject to the provisions set forth below:~~

~~"Accounting Rules":~~ ~~Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.~~

~~"Annual Cash Incentive Award":~~ ~~An Award denominated in cash that has a performance period of one (1) year.~~

~~"Board":~~ ~~The Board of Trustees of the Company.~~

~~"Cash Award":~~ ~~An Award denominated in cash, including an Annual Cash Incentive Award and a Long-Term Incentive Cash Award.~~

~~"Cause":~~ Unless otherwise defined in any then effective agreement between a Participant and the Company or its predecessors, "Cause" means, except to the extent specified otherwise by the Committee acting on behalf of the Company, the Participant's conviction of a felony; in the reasonable determination of the Compensation Committee, the Participant's commission of an act of fraud, embezzlement, or theft in connection with the Participant's duties in the course of the Participant's employment with the Company; acts or omissions causing intentional, wrongful damage to the property of the Company or intentional and wrongful disclosure of confidential information of the Company, or engaging in gross misconduct or gross negligence in the course of the Participant's employment with the Company, or the Participant's material breach of his or her obligations under any written agreement with the Company if such breach shall not have been remedied within 30 days after receiving written notice from the Compensation Committee specifying the details thereof. For purposes of this Plan, an act or omission on the part of a Participant shall be deemed "intentional" only if it was not due primarily to an error in judgment or negligence and was done by Participant not in good faith and without reasonable belief that the act or omission was in the best interest of the Company. In the event a Participant's employment or service is terminated for Cause, in addition to the immediate termination of all Grants, the Participant shall automatically forfeit all shares underlying any exercised portion of an Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Participant for such shares.

~~"Change in Control":~~ Unless otherwise defined in any then effective agreement between a Participant and the Company or its predecessors, (i) an event in which any person or entity, is or becomes the "beneficial owner" (as defined in Section 13(d) of the Exchange Act), together with all affiliates and associates (as such terms are used in Rule 12b-2 under the Exchange Act) of such person or entity, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (ii) the consummation of the merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger; or (iii) at any time the Trustees as of the Date of Adoption or Trustees nominated by the Board do not constitute a majority of the Board (or, if applicable, the board of directors of a successor to the Company), provided, however, that any individual becoming a Trustee subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the Trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose

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initial assumption of office occurs as a result of actual or threatened election contest with respect to the election or removal of Trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

Notwithstanding the foregoing, in any case where the occurrence of a Change in Control could affect the vesting of or payment under an Award subject to the requirements of Section 409A, to the extent required to comply with Section 409A, the term "Change in Control" shall mean an occurrence that both (i) satisfies the requirements set forth above in this definition and (ii) is a "change in control event" as that term is defined in the regulations under Section 409A.

~~"Code":~~ ~~The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.~~

~~"Compensation Committee":~~ ~~The Compensation Committee of the Board.~~

~~"Company":~~ ~~Eversource Energy, a Massachusetts voluntary association.~~

~~"Corporate Transaction":~~ Means any of: (i) a consolidation, merger or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company (or an Affiliate) is not the surviving entity or which results in the acquisition of all or substantially all of the then outstanding Company Stock by a single person or entity or by a group of persons and/or entities acting in concert; (ii) a sale or transfer of all or substantially all of the Company's assets or (iii) a dissolution or liquidation of the Company. Where a Corporate Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) as determined by the Compensation Committee, the Corporate Transaction shall be deemed to have occurred upon consummation of the tender offer.

Notwithstanding the foregoing, in any case where the occurrence of a Corporate Transaction could affect the vesting of or payment under an Award subject to the requirements of Section 409A, to the extent required to comply with Section 409A, the term "Corporate Transaction" shall mean an occurrence that both (a) satisfies the requirements set forth above in this definition and (b) is a "change in control event" as that term is defined in the regulations under Section 409A.

~~"Date of Adoption":~~ ~~The date the Plan was approved by the Company's Board.~~

~~"Disability:~~ A Participant's being determined to be disabled within the meaning of the long-term disability plan or program that is a part of the Eversource Energy Service Company Flexible Benefits Plan (or any successor plan or program).

~~"Employee":~~ ~~Any person who is employed by the Company or any of its subsidiaries.~~

~~"Employment":~~ A Participant's employment or other service relationship with the Company or any of its subsidiaries. Employment will be deemed to continue, unless the Compensation Committee expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or any of its subsidiaries. If a Participant's employment or other service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant's Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company, unless the Participant transfers Employment to the Company or any of its remaining subsidiaries. Notwithstanding the foregoing, in construing the provisions of any Award relating to the payment of "nonqualified deferred compensation" (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement, or similar or correlative terms will be construed to require a "separation from service" (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single "service recipient" with the Company under Section 1.409A-1(h)(3) of the

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Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a "separation from service" has occurred. Any such written election will be deemed a part of the Plan.

~~"Equity Award":~~ ~~An Award other than a Cash Award.~~

~~"Fair Market Value":~~ As of a particular date, (i) the closing price for a share of Company Stock reported on the New York Stock Exchange (or any other national securities exchange on which the Company Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on which a closing price was reported or (ii) in the event that the Company Stock is not traded on a national securities exchange, the fair market value of a share of Company Stock determined by the Compensation Committee consistent with the rules of Section 422 and Section 409A to the extent applicable.

~~"ISO":~~ A Stock Option intended to be an "incentive stock option" within the meaning of Section 422. Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO.

~~"Long Term Incentive Cash Award":~~ ~~An Award denominated in cash that has a performance period of greater than 12 months.~~

~~"Involuntary Employment Action":~~ As to a Participant means the involuntary termination of the Participant's employment with the Company following a Change in Control, as applicable, (i) by the Company other than for Cause or (ii) upon the occurrence of any of the following circumstances, without the Participant's consent: (a) any adverse and/or material alteration and diminution in the Participant's authority, duties or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Change in Control, as applicable, or as the same may be increased from time to time thereafter, (b) a reduction of the Participant's base salary or a reduction in targeted bonus opportunity, in each case as in effect on the date prior to the Change in Control, as applicable, or as the same may be increased from time to time thereafter or (c) relocation of the offices at which the Participant is employed which increases his or her daily commute by more than 50 miles,~~however~~, that in any case the Participant notifies the Company in writing of the basis for his or her involuntary termination within ninety (90) days of the occurrence of the circumstances and the Company does not cure such circumstances within thirty (30) days thereafter and the Participant terminates his or her employment within thirty (30) days thereafter.

~~"NSO":~~ ~~A Stock Option that is not intended to be an "incentive stock option" within the meaning of Section 422.~~

~~"Participant":~~ ~~Any eligible individual to whom an Award or Grant is made.~~

~~"Performance Award":~~ An Award subject to Performance Criteria. The Compensation Committee may grant Performance Awards that are intended to qualify for any performance-based compensation exception under applicable law or regulation now or in the future and Performance Awards that are not intended to so qualify.

~~"Performance Criteria":~~ Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss. For purposes of Awards that are intended to qualify for the performance-based compensation exception under applicable law or regulation, a Performance Criterion will mean an objectively determinable measure or objectively determinable measures of performance relating to any, or any combination of, the following (measured

~~Table of Contents~~

either absolutely or comparatively (including, without limitation, by reference to an index or indices or the performance of one or more companies) and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject to such adjustments, if any, as the Committee specifies, consistent with the requirements of applicable law or regulation): cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation and amortization or operating earnings); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; credit rating; working capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; unit volume; productivity; delivery performance; service levels; operating performance; customer satisfaction; diversity of new hires and/or promotions; environmental, social and corporate governance objectives and the return on such objectives; safety record; stock price; return on equity; total shareholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; and completion of acquisitions, divestitures, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives, or other strategic business criteria consisting of one or more objectives based on satisfaction of specified revenue goals, geographic business expansion goals or cost targets. To the extent consistent with the requirements for satisfying any performance-based compensation exception under applicable law or regulation, or as otherwise determined by the Compensation Committee, the Compensation Committee may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.

~~"Plan":~~ ~~The 2018 Eversource Energy Incentive Plan, as from time to time amended and in effect.~~

~~"Restricted Stock":~~ ~~Company Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified service or performance-based conditions are not satisfied.~~

~~"Restricted Stock Unit":~~ ~~A Company Stock Unit that is, or as to which the delivery of Company Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance, time or other vesting conditions.~~

~~"Retirement".~~ Termination of employment from the Company, other than for "Cause" on or after the earlier to occur of (x) attainment of age 65, (y) eligibility for pension payments under the Supplemental Executive Retirement Plan for Officers of the Company, or employment-related agreement with the Company, or (z) attainment of age 55 after completing at least ten years of vesting service under the Company's 401k Plan.

~~"SAR":~~ A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Company Stock of equivalent value) equal to the excess of the Fair Market Value of the shares of Company Stock subject to the right over the base value from which appreciation under the SAR is to be measured.

~~"Section 409A":~~ ~~Section 409A of the Code.~~

~~"Section 422":~~ ~~Section 422 of the Code.~~

~~"Stock or Company Stock":~~ ~~Common shares of the Company, par value $5.00 per share.~~

~~"Stock Option":~~ ~~An option entitling the holder to acquire shares of Company Stock upon payment of the exercise price.~~

~~Table of Contents~~

~~"Stock Unit":~~ ~~An unfunded and unsecured promise, denominated in shares of Company Stock, to deliver Company Stock or cash measured by the value of Company Stock in the future.~~

~~"Substitute Awards":~~ ~~Equity Awards issued under the Plan in substitution for equity awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition.~~

~~"Termination".~~ Termination of employment with the Company and any affiliate of the Company in all capacities, including as a common-law employee and independent contractor. Whether a Participant has had a Termination shall be determined by the Committee based on all relevant facts and circumstances with reference to Treasury Regulations Section 1.409A-1(h) regarding a "separation from service" and the default provisions set forth in Regulations Sections 1.409A-1(h)(1)(ii) and 1.409A-1(n).

~~"Treasury Regulations".~~ ~~The Internal Revenue Service's regulations relating to nonqualified deferred compensation plans.~~

~~"Trustee".~~ ~~A member of the Board, and with respect to the compensation and benefits of a member of the Board who is also an Employee, a non-employee member of the Board.~~

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 1, 2018 (11:59 p.m., Eastern Time, April 29, 2018 for participants in the Ever source 401k Plan). Vote by Internet • Go to www.envisionreports.com/ES • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada • Follow the instructions provided by the recorded message 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 YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Items — The Board of Trustees recommends a vote FOR all nominees and FOR Items 2, 3, and 4. 1. Election of Trustees: + For Against Abstain For Against Abstain For Against Abstain 01 - Cotton M. Cleveland 02 - Sanford Cloud, Jr. 03 - James S. DiStasio 04 - Francis A. Doyle 05 - James J. Judge 06 - John Y. Kim 07 - Kenneth R. Leibler 08 - William C. Van Faasen 09 - Frederica M. Williams 10 - Dennis R. Wraase For Against Abstain 2. Consider an advisory proposal approving the compensation of our Named Executive Officers. 3. Approve the 2018 Ever source Energy Incentive Plan. 4. Ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2018. MMMMMMMC 1234567890 J N T 4 7 4 1 1 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 A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 P C F 3 6 02RROB MMMMMMMMM A Annual Meeting Proxy/Vote Authorization Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

[MISSING IMAGE: tm212409d1-proxy_page24c.jpg]

. You can access your account online. You can access your registered shareholder information on the following secure Internet site: http://www.computershare.com/investor. Step 1: Register (1st time users only) Click on “Create Login” and follow the instructions. Step 2: Log In (Returning users) Click “Login” and follow the instructions. Step 3: View your account details and perform multiple transactions, such as: • View account balances • View transaction history • View payment history • View common share quotes • Change your address • View electronic shareholder communications • Buy or sell shares • Check replacements If you are not an Internet user and wish to contact Ever source Energy, you may use one of the following methods: Call: 1-800-999-7269 Write: Ever source Energy, c/o Computershare, P.O. Box 43078, Providence, RI 02940-3078 Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The proxy statement and 2017 Annual Report to shareholders are available at www.envisionreports.com/ES. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy/Vote Authorization Form – EVER SOURCE ENERGY + Annual Meeting of Shareholders May 2, 2018 Proxy/Vote Authorization Form is Solicited by the Board of Trustees of the Company The undersigned appoints James J. Judge, Sanford Cloud, Jr. 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 Ever source Energy that the undersigned would be entitled to cast if present in person at the 2018 Annual Meeting of Shareholders to be held on May 2, 2018, and at any postponement or adjournment thereof, upon the matters indicated on the reverse side of this card. This card also constitutes voting instructions for participants in the Ever source 401k Plan. 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 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. (Continued and to be marked, dated and signed, on the reverse side.) Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears above. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + C B


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o		~~Preliminary Proxy Statement~~
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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)~~
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	~~(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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		10:30 a.m. Eastern Time
~~DATE:~~	PLACE:	~~Wednesday, May 2, 2018~~
~~TIME:~~		~~10:30 a.m.~~
~~PLACE:~~Online at: http://www.meetingcenter.io/258120406		~~Sheraton Boston Hotel, 39 Dalton Street, Boston, Massachusetts 02199~~


Annual Meeting of Shareholders
Time and Date:
	~~Annual Meeting of Shareholders~~
	~~Time and Date:~~	10:30 a.m., Eastern Time, on Wednesday, May ~~2, 2018~~5, 2021
	~~Location:~~	~~Sheraton Boston Hotel~~ ~~39 Dalton Street~~ ~~Boston, Massachusetts 02199~~
	~~Record Date:~~	~~March 6, 2018~~
		Location:	Online at: http://www.meetingcenter.io/258120406 Enter the 15-digit control number on the Proxy Card and Password: ES2021
Record Date:		March 10, 2021


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

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


~~PROXY STATEMENT SUMMARY~~		1
Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be held on May 5, 2021. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 5, 2021 and the 2020 Annual Report are available on the Internet at www.edocumentview.com/ES

	INFORMATION SUMMARY				1
~~Shareholder Voting Items~~	2020 PERFORMANCE HIGHLIGHTS				1
~~Summary of 2017 Performance~~		3
Corporate Governance Highlights				42
	Executive Compensation Highlights				42
~~Introduction~~	VOTING ITEMS AND BOARD RECOMMENDATIONS				53
	INTRODUCTION				5
	ITEM 1: ELECTION OF TRUSTEES		6
				6
	GOVERNANCE OF EVERSOURCE ENERGY		12
				13
	~~Board's~~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				1517
~~Audit Committee~~		16
~~Compensation Committee~~		17
~~Corporate Governance Committee~~		17
~~Executive Committee~~		18
~~Finance Committee~~		18
Compensation Committee Interlocks and Insider Participation				1820
	Meetings of the Board and its Committees				1820
	~~Board's~~Board’s Oversight of Risk				1921
	Cyber and Physical Security Risk				2022
	~~Environmental Sustainability and Corporate Social Responsibility~~Eversource Sustainability/ESG/Climate Risk				22		20
	Shareholder Engagement				2327
	Political Activity				28
	Trustee Independence				2429
	Related Person Transactions				2429
	The Code of Ethics and the Code of Business Conduct				2630
	Communications from Shareholders and Other Interest Parties				2630
	SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		27
				31
	COMMON SHARE OWNERSHIP OF TRUSTEES AND MANAGEMENT		28

~~SECTION 16(a) BENEFICIAL OWNERSHIP AND REPORTING COMPLIANCE~~		29

~~TRUSTEE COMPENSATION~~		3032

	TRUSTEE COMPENSATION				33
	COMPENSATION DISCUSSION AND ANALYSIS		32
				35
	Summary of ~~2017 Performance~~2020 Accomplishments				35		32
~~2017 Financial Accomplishments~~		32
~~2017 Operational Accomplishments~~		33
Pay for Performance Philosophy				40		34
	Executive Compensation Governance				3540
	Named Executive Officers				3541
	Overview of our Compensation Program				3541
	Market Analysis				3742
	Mix of Compensation Elements				43
	Risk Analysis of Executive Compensation Program				44
	Results of Our 2020 Say-on-Pay Vote				44
	Elements of 2020 Compensation				44
	2020 Annual Incentive Program Assessment				45

	Financial			Operational			Sustainability/ESG
	• 2020 earnings per share equaled $3.55, and non-GAAP earnings per share equaled $3.64, which excludes transactional costs relating to the successful acquisition of the assets of Columbia Gas of Massachusetts. • Our Board of Trustees increased the annual dividend rate by 6.1 percent for 2020 to $2.27 per share, exceeding the Edison Electric Institute (EEI) Index companies’ median dividend growth rate of 4.5 percent. • Our Total Shareholder Return in 2020 was 4.5 percent, compared to negative 1.2 percent for the EEI Index companies. • We made progress in our Revolution Wind and Sunrise Wind offshore wind projects and are otherwise continuing to advance our clean energy financial opportunities through our offshore wind energy partnership with Ørsted. • Our Standard & Poor’s credit rating is A-. There is no other holding company in the EEI Index with a higher credit rating.			• On average, 2020 customer power interruptions were 19.2 months apart, and average service restoration time was 64 minutes, as calculated pursuant to industry standards; this performance ranks us in the top decile of the industry. • We met our 2020 established goals in safety performance, outperforming the utility industry, and in response to gas service calls. • We achieved constructive regulatory outcomes at both the state and federal levels. • We continued to add to our customer messaging programs, led the industry in the early implementation of customer service moratoria in response to the pandemic, implemented extended customer forgiveness and payment programs, and set up a dedicated team to help small business customers apply for COVID-19 related federal assistance.			• Progress on our carbon neutral goal by 2030, as well as the energy efficiency, offshore wind, large-scale solar installation, battery storage and electric vehicle infrastructure programs and initiatives we describe in this proxy statement have significantly advanced our long-term strategy of being a clean energy leader. • Our 2021 Trustee nominees include nine who have served on the Board for nine or fewer years, three who are women and four who are persons of color. • We were again recognized by a significant number of organizations for our leadership in energy efficiency, veteran and differently-abled person hiring, workplace diversity, investor relations, and ESG. • We continued our strong support of our communities through our corporate philanthropy and employee volunteer programs. • Our Corporate Governance Committee has been renamed the Governance, Environmental and Social Responsibility Committee, to reflect new charter responsibilities relating to all aspects of ESG.

				Board Committees

Trustee	Age	Trustee Since	Independent	Audit	Compensation	Corporate Governance	Executive	Finance

Cotton M. Cleveland	65	1992	Y			M		M
Sanford Cloud, Jr. *	73	2000	Y		M	C	M
James S. DiStasio	70	2012	Y		M		M	C
Francis A. Doyle	69	2012	Y	C		M	M
James J. Judge	62	2016	N				C
John Y. Kim	57	2018	Y	M	M
Kenneth R. Leibler	69	2006	Y	M				M
William C. Van Faasen	69	2012	Y	M	M
Frederica M. Williams	59	2012	Y	M				M
Dennis R. Wraase	73	2010	Y		M	M

Name and Address of Beneficial Owner


The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355	33,913,632	⁽¹⁾	10.7%	⁽¹⁾
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	25,206,815	⁽²⁾	8.0%	⁽²⁾


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

John S. Clarkeson	100,000	136,625.44	236,625.44
Cotton M. Cleveland	100,000	136,625.44	236,625.44
Sanford Cloud, Jr.	140,000	136,625.44	276,625.44
James S. DiStasio	112,500	136,625.44	249,625.44
Francis A. Doyle	117,500	136,625.44	254,125.44
Charles K. Gifford	112,500	136,625.44	249,125.44
Paul A. La Camera	100,000	136,625.44	236,625.44
Kenneth R. Leibler	100,000	136,625.44	236,625.44
Thomas J. May(3)	50,000	136,625.44	186,625.44
William C. Van Faasen	100,000	136,625.44	236,625.44
Frederica M. Williams	100,000	136,625.44	236,625.44
Dennis R. Wraase	100,000	136,625.44	236,625.44

Category	2017 Goal	Company Performance


Reliability – Average Months Between Interruptions (MBI)	Achieve MBI of within 15 to 18 months	Exceeded: MBI = 17.6 months. At the top of targeted performance zone, and first quartile vs. industry peers and best ever performance	175%
Average Restoration Duration (SAIDI)	Achieve SAIDI of 76 to 63 minutes	Achieved: SAIDI = 73.2 minutes. Within targeted performance and first quartile vs. industry peers	175%
Safety Rate	0.9 - 1.2 days away/restricted	Exceeded: 0.6 DART Best year ever for safety; performance exceeded target range and was first quartile in industry	200%
Gas Service Response	99.1%	Exceeded: 99.6%; also achieved all regulatory mandated targets and response was at first quartile vs. industry peers' performance	125%
Diverse Leadership	37% hires or promotions of leadership level be women or people of color	Exceeded: 37.5%, .5 percentage points above target	100%
Improve the Customer Experience	Customer billing improvements, enhanced communications, improved digital experience and community support	Partially Achieved: Improvements made as planned in digital offerings and enhanced outage communications. Customer satisfaction scores below expectations	75%
Positive Regulatory Outcomes – Divestiture & State rate activity	Successfully complete the generation assets sale and constructive rate case results	Exceeded: Successfully completed N.H. Generation Divestiture and the MA Rate Case. CT Rate Case was filed and a settlement agreement was reached and filed with PURA for approval	200%
Positive Outcomes on Key Strategic Initiatives	Major strategic initiatives	Partially Achieved: Aquarion Water Company purchase completed. Bay State Wind making good progress. NPT was selected by Massachusetts in the State's clean energy RFP and progressed through several key siting approvals but was denied approval by New Hampshire Site Evaluation Committee. Access Northeast reconfiguring in light of adverse court decision.	75%

Weightings = Reliability and Restoration – 60%; Key Corporate Initiatives – 25%; Safety/Gas Service/Diversity – 15%

Named Executive Officer	Award


James J. Judge	$	2,285,000
Philip J. Lembo		700,000
Leon J. Olivier		775,000
Werner J. Schweiger		775,000
Gregory B. Butler		625,000

Named Executive Officer


James J. Judge	12,004	48,259
Philip J. Lembo	1,844	11,520
Leon J. Olivier	12,607	12,526
Werner J. Schweiger	11,805	11,703
Gregory B. Butler	7,791	9,052


~~Independence~~	~~Tenure~~	~~Diversity~~

	RSUs Awarded

Named Executive Officer	2015		2016		2017

James J. Judge		9,800		12,004		48,259
Philip J. Lembo		1,700		1,844		11,520
Leon J. Olivier		10,300		12,607		12,526
Werner J. Schweiger		9,700		11,805		11,703
Gregory B. Butler		6,900		7,791		9,052

Name and Principal Position		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	2017	$	1,230,694	$	5,504,904	$	2,285,000	$	6,869,854	$	25,009	$	15,915,461	$	9,045,607
Chairman, President and	2016		959,690		1,382,021		2,200,000		1,616,742		24,809		6,183,262		4,566,520
Chief Executive Officer	2015		605,650		1,135,526		690,000		895,929		20,672		3,347,777		2,451,848

Philip J. Lembo⁽¹⁾	2017		613,847		1,314,086		700,000		1,246,325		21,485		3,895,743		2,649,418
Executive Vice President and	2016		439,208		212,300		600,000		543,133		21,285		1,815,926		1,272,793
Chief Financial Officer

Leon J. Olivier	2017		678,270		1,428,841		775,000		397,791		14,464		3,294,366		2,896,575
Executive Vice President-	2016		654,832		1,451,444		725,000		389,011		14,034		3,234,320		2,845,309
Enterprise Energy Strategy	2015		635,766		1,193,461		680,000		423,029		13,134		2,945,390		2,522,361
and Business Development

Werner J. Schweiger	2017		634,078		1,334,961		775,000		1,225,581		21,418		3,991,038		2,765,457
Executive Vice President and	2016		592,108		1,359,110		700,000		1,156,328		21,135		3,828,681		2,672,353
Chief Operating Officer	2015		600,000		1,123,939		680,000		746,734		21,135		3,171,808		2,425,074

Gregory B. Butler⁽¹⁾	2017		597,886		1,032,562		625,000		1,670,745		15,361		3,941,554		2,270,809
Executive Vice President and	2016		514,494		896,978		575,000		539,638		12,886		2,538,996		1,999,358
General Counsel

			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⁾		02/03/17	$	714,000	$	1,428,000	$	2,856,000	$	—		—		—		—	$	—
Long-Term Incentive⁽⁵⁾		02/03/17		—		—		—		—		48,259		96,518		48,259		5,504,904
Philip J. Lembo
Annual Incentive⁽⁴⁾		02/03/17		236,500		473,000		946,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/03/17		—		—		—		—		11,520		23,040		11,520		1,314,086
Leon J. Olivier
Annual Incentive⁽⁴⁾		02/03/17		257,000		514,000		1,028,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/03/17		—		—		—		—		12,526		25,052		12,526		1,428,841
Werner J. Schweiger
Annual Incentive⁽⁴⁾		02/03/17		240,000		480,000		960,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/03/17		—		—		—		—		11,703		23,406		11,703		1,334,961
Gregory B. Butler
Annual Incentive⁽⁴⁾		02/03/17		195,000		390,000		780,000		—		—		—		—		—
Long-Term Incentive⁽⁵⁾		02/03/17		—		—		—		—		9,052		18,104		9,052		1,032,562

			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)		02/05/20		$	856,500		$	1,713,000		$	3,426,000		$	—		—		—		—		$	—
Long-Term Incentive(5)		02/05/20			—			—			—			—		35,849		71,698		35,849			6,682,612
Philip J. Lembo
Annual Incentive(4)		02/05/20			288,000			576,000			1,152,000			—		—		—		—			—
Long-Term Incentive(5)		02/05/20			—			—			—			—		8,635		17,270		8,635			1,609,650
Werner J. Schweiger
Annual Incentive(4)		02/05/20			308,000			616,000			1,232,000			—		—		—		—			—
Long-Term Incentive(5)		02/05/20			—			—			—			—		9,235		18,470		9,235			1,721,496
Joseph R. Nolan, Jr.
Annual Incentive(4)		02/05/20			254,000			508,000			1,016,000			—		—		—		—			—
Long-Term Incentive(5)		02/05/20			—			—			—			—		7,616		15,232		7,616			1,419,699
Gregory B. Butler
Annual Incentive(4)		02/05/20			234,500			469,000			938,000			—		—		—		—			—
Long-Term Incentive(5)		02/05/20			—			—			—			—		6,575		13,150		6,575			1,225,646

	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		61,901		3,910,906		73,351		4,634,346
Philip J. Lembo		13,818		873,019		15,719		993,112
Leon J. Olivier		25,649		1,620,487		37,680		2,380,605
Werner J. Schweiger		24,010		1,516,957		35,317		2,231,300
Gregory B. Butler		17,399		1,099,253		25,227		1,593,835

	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		87,192		7,542,993		139,057		12,029,804
Philip J. Lembo		19,873		1,719,220		31,200		2,699,097
Werner J. Schweiger		20,549		1,777,662		31,994		2,767,831
Joseph R. Nolan, Jr.		16,008		1,384,824		24,320		2,103,917
Gregory B. Butler		15,680		1,356,448		24,729		2,139,304

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise⁽¹⁾		Number of Shares Acquired on Vesting (#)⁽²⁾		Value Realized on Vesting⁽³⁾

James J. Judge		—	$	—		24,892	$	1,395,241
Philip J. Lembo		—		—		4,164		233,432
Leon J. Olivier						26,112		1,463,651
Werner J. Schweiger		124,640		4,380,089		19,631		1,100,165
Gregory B. Butler		—		—		17,116		959,431

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting(2)
James J. Judge		130,082		$	12,341,297
Philip J. Lembo		30,379			2,882,970
Werner J. Schweiger		30,804			2,923,374
Joseph R. Nolan, Jr.		21,257			2,016,830
Gregory B. Butler		24,010			2,278,378

Name


James J. Judge	17,278	3,486	4,128	—
Philip J. Lembo	2,926	605	633	—
Leon J. Olivier	18,114	3,663	4,335	—
Werner J. Schweiger	12,122	3,450	4,060	—
Gregory B. Butler	11,983	2,454	2,679	—

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


James J. Judge	Retirement Plan	40.33	$	2,718,021	$	—
	Supplemental Plan	20.00		8,420,744		—
	Supplemental Plan	40.33		7,904,098		—
Philip J. Lembo	Retirement Plan	8.75		1,201,331		—
	Supplemental Plan	8.75		2,489,455		—
Leon J. Olivier (1)	Retirement Plan	18.83		838,851		—
	Supplemental Plan	16.33		6,436,118		—
	Supplemental Plan	31.27		1,207,823		105,966
Werner J. Schweiger	Retirement Plan	15.83		500,881		—
	Supplemental Plan	15.83		1,902,091		—
	Supplemental Plan	15.00		6,082,675		—
Gregory B. Butler	Retirement Plan	21.00		1,115,793		—
	Supplemental Plan	21.00		3,972,477
	Target	21.00		2,988,076		—

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	$	—	$	—	$	868,753	$	—	$	5,693,348
Philip J. Lembo		—		—		195,092		—		1,370,466
Leon J. Olivier		570,654		—		1,073,542		—		4,884,489
Werner J. Schweiger		—		—		2,344,596		—		17,228,164
Gregory B. Butler		—		—		3,038		—		20,607

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		$	—		$	—		$	385,688		$	—		$	8,496,104
Philip J. Lembo			—			—			228,733			—			1,844,255
Werner J. Schweiger			—			—			3,299,340						23,106,189
Joseph R. Nolan, Jr.			—			—			525,639			—			7,219,258
Gregory B. Butler			—			—			1,898			—			29,401

	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⁾	$	—	$	—	$	—	$	1,428,000
	Performance Shares⁽²⁾		2,260,474		2,260,474		2,260,474		4,634,346
	RSUs⁽³⁾		1,421,180		1,421,180		1,421,180		3,910,906
	Special Retirement Benefit⁽⁴⁾		—		—		—		12,618,115
	Health and Welfare Benefits⁽⁵⁾		—		—		—		92,049
	Perquisites⁽⁶⁾		—		—		—		15,000
	Excise Tax and Gross-ups⁽⁷⁾		—		—		—		9,235,719
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		10,326,000

	Total	$	3,681,655	$	3,681,655	$	3,681,655	$	42,260,135

Philip J. Lembo	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	473,000
	Performance Shares⁽²⁾		449,108		449,108		449,108		993,112
	RSUs⁽³⁾		304,596		304,596		304,596		873,019
	Special Retirement Benefit⁽⁴⁾		—		—		—		2,615,100
	Health and Welfare Benefits⁽⁵⁾		—		—		—		40,296
	Perquisites⁽⁶⁾		—		—		—		10,000
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		2,460,000

	Total	$	753,704	$	753,704	$	753,704	$	7,464,527

Leon J. Olivier	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	514,000
	Performance Shares⁽²⁾		2,380,605		2,380,605		2,380,605		2,380,605
	RSUs⁽³⁾		1,620,487		1,620,487		1,620,487		1,620,487
	Health and Welfare Benefits⁽⁵⁾		—		—		—		37,520
	Perquisites⁽⁶⁾		—		—		—		—
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		1,198,750
	Separation Payment for Non-Compete Agreement⁽⁹⁾		—		—		—		1,198,750

	Total	$	4,001,092	$	4,001,092	$	4,001,092	$	6,950,112

Werner J. Schweiger	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	480,000
	Performance Shares⁽²⁾		1,458,259		1,458,259		1,458,259		2,231,300
	RSUs⁽³⁾		684,308		684,308		684,308		1,516,957
	Special Retirement Benefit⁽⁴⁾		—		—		—		2,180,720
	Health and Welfare Benefits⁽⁵⁾		—		—		—		82,475
	Perquisites⁽⁶⁾		—		—		—		15,000
	Separation Payment for Liquidated Damages⁽⁸⁾		—		—		—		4,020,000

	Total	$	2,142,567	$	2,142,567	$	2,142,567	$	10,526,451

Gregory B. Butler	Annual Incentives⁽¹⁾	$	—	$	—	$	—	$	390,000
	Performance Shares⁽²⁾		1,025,640		1,025,640		1,025,640		1,593,835
	RSUs⁽³⁾		488,756		488,756		488,756		1,099,253
	Special Retirement Benefit⁽⁴⁾		—		4,803,710		—		5,236,764
	Health and Welfare Benefits⁽⁵⁾		—		22,399		—		33,599
	Perquisites⁽⁶⁾		—		10,000		—		15,000
	Excise Tax and Gross-Ups⁽⁷⁾		—		—		—		2,188,796
	Separation Payment for Liquidated Damages⁽⁸⁾		—		990,000		—		1,980,000
	Separation Payment for Non-Compete Agreement⁽⁹⁾		—		990,000		—		990,000

	Total	$	1,514,396	$	8,330,505	$	1,514,396	$	13,527,247