Item 10. Directors, Executive Officers and Corporate Governance
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Item 10. Directors, Executive Officers and Corporate Governance
Directors, Executive Officers and Corporate Governance
The information in Item 10 is provided as of February 18, 2015, except where otherwise indicated.
Certain information required by this Item 10 is omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.
NU
In addition to the information provided below concerning the executive officers of NU, incorporated herein by reference is the information to be contained in the sections captioned "Election of Trustees," "Governance of Northeast Utilities" and the related subsections, "Selection of Trustees," and "Section 16(a) Beneficial Ownership Reporting Compliance" of NU's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 13, 2015.
NU and CL&P
Each member of CL&P's Board of Directors is an employee of CL&P, NU or an affiliate. Directors are elected annually to serve for one year until their successors are elected and qualified.
Set forth below is certain information as of February 18, 2015 concerning CL&P's Directors and NU's and CL&P's executive officers:
| Name | Age | Title | ||
| Thomas J. May | 67 | Chairman of the Board, President and Chief Executive Officer of NU and NUSCO; Chairman and a Director of the Regulated companies, including CL&P | ||
| James J. Judge | 59 | Executive Vice President and Chief Financial Officer of NU and Executive Vice President and Chief Financial Officer and a Director of NUSCO and the Regulated companies, including CL&P | ||
| David R. McHale 1 | 54 | Executive Vice President and Chief Administrative Officer of NU and NUSCO | ||
| Leon J. Olivier | 66 | Executive Vice President-Enterprise Energy Strategy and Business Development of NU and NUSCO | ||
| Werner J. Schweiger | 55 | Executive Vice President and Chief Operating Officer of NU and NUSCO; Chief Executive Officer and a Director of the Regulated companies, including CL&P | ||
| Gregory B. Butler | 57 | Senior Vice President and General Counsel of NU and NUSCO; Senior Vice President and General Counsel and a Director of the Regulated companies, including CL&P | ||
| Christine M. Carmody 2 | 52 | Senior Vice President-Human Resources of NUSCO | ||
| Joseph R. Nolan, Jr. 2 | 51 | Senior Vice President-Corporate Relations of NUSCO | ||
| William P. Herdegen III 3 | 60 | President and Chief Operating Officer of CL&P | ||
| Jay S. Buth | 45 | Vice President, Controller and Chief Accounting Officer of NU, NUSCO and the Regulated companies, including CL&P |
Deemed an executive officer of CL&P pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.
Deemed an executive officer of NU and CL&P pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.
Mr. Herdegen is the President and Chief Operating Officer of CL&P and is therefore an executive officer solely of CL&P.
Thomas J. May. Mr. May has served as Chairman of the Board of NU since October 10, 2013, and as President and Chief Executive Officer and as a Trustee of NU; as Chairman and a Director of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas; and as Chairman, President and Chief Executive Officer and a Director of NUSCO since April 10, 2012. Mr. May has served as a Director of NSTAR Electric and NSTAR Gas since September 27, 1999. Mr. May previously served as Chairman, President and Chief Executive Officer and a Trustee of NSTAR, and as Chairman, President and Chief Executive Officer of NSTAR Electric and NSTAR Gas until April 10, 2012. He served as Chairman, Chief Executive Officer and a Trustee since NSTAR was formed in 1999, and was elected President in 2002. Mr. May has served as Chairman of the Board of Eversource Energy Foundation, Inc. since October 15, 2013, and as a Director of Eversource Energy Foundation, Inc. since April 10, 2012. He previously served as President of Eversource Energy Foundation, Inc. from October 15, 2013 to September 29, 2014. He has served as a Trustee of the NSTAR Foundation since August 18, 1987.
James J. Judge. Mr. Judge has served as Executive Vice President and Chief Financial Officer of NU, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO and as a Director of CL&P, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012 and of NSTAR Electric and NSTAR Gas since September 27, 1999. Previously, Mr. Judge served as Senior Vice President and Chief Financial Officer of NSTAR, NSTAR Electric and NSTAR Gas from 1999 until April 2012. Mr. Judge has served as Treasurer and as a Director of Eversource Energy Foundation, Inc. since April 10, 2012. He has served as a Trustee of the NSTAR Foundation since December 12, 1995.
David R. McHale. Mr. McHale has served as Executive Vice President and Chief Administrative Officer of NU and NUSCO since April 10, 2012 and as a Director of NUSCO since January 1, 2005. Mr. McHale previously served as Executive Vice President and Chief Administrative Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and as a Director of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas from January 1, 2005 to September 29, 2014, and of CL&P from January 15, 2007 to September 29, 2014. Previously, Mr. McHale served as Executive Vice President and
Chief Financial Officer of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from January 2009 to April 2012, and as Senior Vice President and Chief Financial Officer of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from January 2005 to December 2008. He has served as a Director of Eversource Energy Foundation, Inc. since January 1, 2005. Mr. McHale has served as a Trustee of the NSTAR Foundation since April 10, 2012.
Leon J. Olivier. Mr. Olivier has served as Executive Vice President-Enterprise Energy Strategy and Business Development of NU since September 2, 2014 and as a Director of NUSCO since January 17, 2005. Mr. Olivier previously served as Executive Vice President and Chief Operating Officer of NU and NUSCO from May 13, 2008 until September 2, 2014, and as Chief Executive Officer of NSTAR Electric and NSTAR Gas from April 10, 2012 until August 11, 2014, of CL&P, PSNH, WMECO and Yankee Gas from January 15, 2007 to September 29, 2014, and of CL&P from September 10, 2001 to September 29, 2014, and as a Director of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas from January 17, 2005 to September 29, 2014, and of CL&P from September 10, 2001 to September 29, 2014. Previously, Mr. Olivier served as Executive Vice President-Operations of NU from February 13, 2007 to May 12, 2008. He has served as a Director of Eversource Energy Foundation, Inc. since April 1, 2006. Mr. Olivier has served as a Trustee of the NSTAR Foundation since April 10, 2012.
Werner J. Schweiger. Mr. Schweiger has served as Executive Vice President and Chief Operating Officer of NU since September 2, 2014 and of NUSCO since August 11, 2014, and as Chief Executive Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas since August 11, 2014, and as a Director of NUSCO, NSTAR Gas and Yankee Gas since September 29, 2014 and of CL&P, PSNH, NSTAR Electric and WMECO since May 28, 2013. He previously served as President-Electric Distribution of NUSCO from January 16, 2013 until August 11, 2014 and as President of NSTAR Electric from April 10, 2012 until January 16, 2013 and as a Director of NSTAR Electric from November 27, 2012 to January 16, 2013. From February 27, 2002 until April 10, 2012, Mr. Schweiger was Senior Vice President-Operations of NSTAR Electric and NSTAR Gas. Mr. Schweiger has served as a Director of Eversource Energy Foundation, Inc. since September 29, 2014. He has served as a Trustee of the NSTAR Foundation since April 25, 2002.
Gregory B. Butler. Mr. Butler has served as Senior Vice President and General Counsel of NU since May 1, 2014, of NSTAR Electric, and NSTAR Gas since April 10, 2012, and of CL&P, PSNH, WMECO, Yankee Gas and NUSCO since March 9, 2006. Mr. Butler has served as a Director of NSTAR Electric and NSTAR Gas since April 10, 2012, of NUSCO since November 27, 2012, and of CL&P, PSNH, WMECO and Yankee Gas since April 22, 2009. Mr. Butler previously served as Senior Vice President, General Counsel and Secretary of NU from April 10, 2012 until May 1, 2014, and as Senior Vice President and General Counsel of NU from December 1, 2005 to April 10, 2012. He has served as a Director of Eversource Energy Foundation, Inc. since December 1, 2002.
Christine M. Carmody. Ms. Carmody has served as Senior Vice President-Human Resources of NUSCO since April 10, 2012 and as a Director of NUSCO since November 27, 2012. Ms. Carmody previously served as Senior Vice President-Human Resources of CL&P, PSNH, WMECO and Yankee Gas from November 27, 2012 to September 29, 2014, and of NSTAR Electric and NSTAR Gas from August 1, 2008 to September 29, 2014, and as a Director of CL&P, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014. Previously, Ms. Carmody served as Vice President-Organizational Effectiveness of NSTAR, NSTAR Electric and NSTAR Gas from June 2006 to August 2008. Ms. Carmody has served as a Director of Eversource Energy Foundation, Inc. since April 10, 2012. She has served as a Trustee of the NSTAR Foundation since August 1, 2008.
Joseph R. Nolan, Jr. Mr. Nolan has served as Senior Vice President-Corporate Relations of NUSCO since April 10, 2012 and as a Director of NUSCO since November 27, 2012. Mr. Nolan previously served as Senior Vice President-Corporate Relations of NSTAR Electric and NSTAR Gas from April 10, 2012 to September 29, 2014, and of CL&P, PSNH, WMECO and Yankee Gas from November 27, 2012 to September 29, 2014, as a Director of CL&P, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014. Previously, Mr. Nolan served as Senior Vice President-Customer & Corporate Relations of NSTAR, NSTAR Electric and NSTAR Gas from 2006 until April 10, 2012. Mr. Nolan has served as a Director of Eversource Energy Foundation, Inc. since April 10, 2012, and has served as Executive Director of Eversource Energy Foundation, Inc. since October 15, 2013. He has served as a Trustee of the NSTAR Foundation since October 1, 2000.
William P. Herdegen III. Mr. Herdegen has served as President and Chief Operating Officer of CL&P since September 11, 2012 and as a Director of CL&P from September 11, 2012 to September 29, 2014. Previously, Mr. Herdegen served as Vice President of Transmission and Distribution Engineering and Operations for Kansas City Power & Light Company from 2008 until his retirement on September 7, 2012; as Vice President, Distribution and Customer Operations from 2005 to 2008; and as Vice President, Distribution Operations from 2001 to 2005. Mr. Herdegen began his utility career at Commonwealth Edison, where he held various positions, including Vice President, Engineering, Construction and Maintenance, corporate project manager, operations manager, business unit supply manager, district manager, and field engineer.
Jay S. Buth. Mr. Buth has served as Vice President, Controller and Chief Accounting Officer of NU, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012. Previously, Mr. Buth served as Vice President-Accounting and Controller of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from June 2009 until April 10, 2012. From June 2006 through January 2009, Mr. Buth served as the Vice President and Controller for New Jersey Resources Corporation, an energy services holding company that provides natural gas and wholesale energy services, including transportation, distribution and asset management.
There are no family relationships between any director or executive officer and any other trustee, director or executive officer of NU or CL&P and none of the above executive officers or directors serves as an executive officer or director pursuant to any agreement or understanding with any other person. Our executive officers hold the offices set forth opposite their names until the next annual meeting of the Board of Trustees, in the case of NU, and the Board of Directors, in the case of CL&P, and until their successors have been elected and qualified.
CL&P obtains audit services from the independent registered public accounting firm engaged by the Audit Committee of NU's Board of Trustees. CL&P does not have its own audit committee or, accordingly, an audit committee financial expert. CL&P relies on NU's audit committee and the audit committee financial expert.
CODE OF ETHICS AND STANDARDS OF BUSINESS CONDUCT
Each of NU, CL&P, NSTAR Electric, PSNH and WMECO has adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) and the Code of Business Conduct, which are applicable to all Trustees, directors, officers, employees, contractors and agents of NU, CL&P, NSTAR Electric, PSNH and WMECO. The Code of Ethics and the Code of Business Conduct have both been posted on the NU web site and are available at www.eversource.com/investors/corporate_gov/default.asp on the Internet. Any amendments to or waivers from the Code of Ethics and Code of Business Conduct for executive officers, directors or Trustees will be posted on the website. Any such amendment or waiver would require the prior consent of the Board of Trustees or an applicable committee thereof.
Printed copies of the Code of Ethics and the Code of Business Conduct are also available to any shareholder without charge upon written request mailed to:
Richard J. Morrison
Secretary
Eversource Energy
P.O. Box 270
Hartford, CT 06141
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