Item 11. Executive Compensation

Eversource Energy

The information required by this Item 11 for Eversource Energy is incorporated herein by reference to certain information contained in Eversource Energy's definitive proxy statement for solicitation of proxies, which is expected to be filed with the SEC on or about March 25, 2022, under the sections captioned “Compensation Discussion and Analysis,” plus related subsections, and “Compensation Committee Report,” plus related subsections following such Report.

NSTAR ELECTRIC and PSNH

Certain information required by this Item 11 has been omitted for NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.

CL&P

The information in this Item 11 relates solely to CL&P.

COMPENSATION DISCUSSION AND ANALYSIS

CL&P is a wholly-owned subsidiary of Eversource Energy. Its board of directors consists entirely of executive officers of Eversource Energy system companies. CL&P does not have a compensation committee, and the Compensation Committee of Eversource Energy's Board of Trustees determines compensation for the executive officers of CL&P, including their salaries, annual incentive awards and long-term incentive awards. All of CL&P's “Named Executive Officers,” as defined below, also serve as officers of Eversource Energy and one or more other subsidiaries of Eversource Energy. Compensation set by the Compensation Committee of Eversource Energy (the “Committee”) and set forth herein is for services rendered to Eversource Energy and its subsidiaries by such officers in all capacities.

This Compensation Discussion and Analysis (CD&A) provides information about Eversource Energy’s compensation principles, objectives, plans, policies and actions for its Named Executive Officers. The discussion describes the specific components used in its compensation programs and approach to executive compensation, how Eversource Energy measures performance, and how Eversource Energy’s compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for the Named Executive Officers, as presented in the tables and narratives that follow. While this discussion focuses primarily on 2021 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of Eversource Energy’s compensation programs and the decisions that were made regarding 2021 performance. The CD&A also contains an assessment of performance measured against established 2021 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to Eversource Energy’s compensation programs, including:

=			Summary of 2021 Accomplishments			=			2021 Annual Incentive Program Assessment
=			Pay for Performance Philosophy			=			Long-Term Incentive Program
=			Executive Compensation Governance			=			Clawback and No Hedging and No Pledging Policies
=			Named Executive Officers			=			Share Ownership Guidelines & Retention Requirements
=			Overview of the Compensation Program			=			Other Benefits
=			Market Analysis			=			Contractual Agreements
=			Mix of Compensation Elements			=			Tax and Accounting Considerations
=			Results of 2021 Say on Pay Vote			=			Equity Grant Practices
=			Elements of 2021 Compensation			=			Compensation Committee Report
=			Risk Analysis of Executive Compensation

Summary of 2021 Accomplishments

2021 Financial and Operational Accomplishments

In 2021, Eversource Energy continued to outperform its peers in most financial metrics, demonstrated its leadership in ESG, and achieved substantially all of the operational goals as set by the Committee, while keeping its employees and customers safe. The following is a summary of some of the most important accomplishments in 2021:

• FINANCIAL PERFORMANCE**: 2021 earnings per share equaled $3.54 per share, and non-GAAP earnings per share equaled $3.86. Non-GAAP earnings excludes the impact from the Connecticut Public Utilities Regulatory Authority (PURA) storm settlement agreement referenced in this CD&A, and the 2021 integration costs relating to the acquisition in 2020 of the assets of Columbia Gas Company of Massachusetts (Columbia Gas). (1)

(1) Non-GAAP EPS presented in this Item 11 excludes $0.25 per share relating to the PURA settlement agreement penalty and the integration costs of $0.07 per share relating to the integration costs of the acquisition in 2020 of the assets of Columbia Gas. Eversource Energy uses this non-GAAP financial measure to more fully compare and explain 2021 results without including the impact of these one-time costs. Due to the effect of such costs on net income attributable to Eversource Energy common shareholders, Eversource’s 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. For further information, see Exhibit A to this Item 11.

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

• SHAREHOLDER RETURN:** Eversource Energy’s Total Shareholder Return (TSR) in 2021 was 8.2 percent, compared to 17.1 percent for the EEI Index of 39 companies. Eversource continued to outperform the EEI Utility Index over the last three-, five- and 10-year periods. This long-term performance ranks Eversource among the top-10 companies in the Index. An investment of $1,000 in Eversource’s common shares for the 10-year period beginning January 1, 2012 was worth $3,452 on December 31, 2021. The following chart represents the comparative total shareholder returns for the periods ended December 31, 2021:

• STRATEGIC INITIATIVES AND REGULATORY OUTCOMES:** Eversource received the approval of a comprehensive storm settlement agreement with PURA that provided for the resolution of several pending regulatory and legal proceedings and are ahead of plan on the integration of the assets acquired from Columbia Gas Company of Massachusetts. Eversource advanced the progress of Massachusetts Grid Modernization and successfully accelerated the recovery of 2020 investments for NSTAR Gas Company. In addition, Eversource received approval to defer $15.6 million of additional storm related costs and successfully negotiated and completed the acquisition of NESC, a New England water distribution company.

• CREDIT RATING:** Eversource Energy continues to hold an A- 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**: Electric System Reliability, measured by months between interruptions, was top decile in the industry in 2021; customer power interruptions were on average 19.2 months apart.

• RESTORATION PERFORMANCE**: The average system outage duration was 69.8 minutes, top quartile in the utility industry for the fastest restoration time.

• SAFETY**: Eversource’s safety performance was 0.9, measured by days away, restricted or transferred (DART) per 100 workers, which continued to outperform the industry in 2021. In addition to safety performance as measured by DART, the policies and procedures established at the onset of the pandemic contributed significantly to the successful overall safety performance. The strong partnerships that have been developed between Eversource’s management and union leadership have been of great assistance in both helping

Eversource employees stay safe throughout the pandemic and in advancing Eversource’s business initiatives, allowing for continuing overall strong performance. Eversource employees had less than one percent of COVID occupational contact cases in 2021.

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

• ELECTRIC STORM RESTORATION: Eversource successfully advanced its plan to transform its storm emergency response to enhance the customer experience by implementing internal and external staffing optimization; enhancing community portal two-way communications in real time during storm events; upgrading the information technology for the outage management and customer communication infrastructure to ensure scalability and efficiency; investing in technology and process improvements to ensure efficiency; and accuracy in the damage assessment phase.

• CLEAN ENERGY EXECUTION: Regarding Eversource’s offshore wind projects, Eversource successfully executed a ten-year agreement with the City of New London, Connecticut, to advance the New London Pier redevelopment project, giving Eversource’s partnership access to the leading offshore wind port in the Northeast, and made significant progress in advancing siting and permitting of all three of Eversource’s offshore wind projects (South Fork, Sunrise and Revolution Wind) at the federal and state levels. Eversource continues to advance the development of its electric vehicle infrastructure in both Connecticut and Massachusetts, successfully executed its first Massachusetts Grid Modernization plan, and submitted the next round of plan investments for approval, including Advanced Metering Infrastructure. Eversource also executed a $500 million annual energy efficiency (EE) program and filed and received Massachusetts Department of Public Utilities (MDPU) approval for a $1 billion new EE three-year program. Eversource continues to position its gas business for long term success in many areas, including stakeholder engagement, geothermal pilot deployment, advancing RNG/hydrogen supply options, and other methane emission reductions**.**

2021 Sustainability/ESG

• SUSTAINABILITY:** Eversource’s strong environmental, social and governance performance once again received widespread recognition in 2021, which demonstrates its deep commitment to corporate responsibility, evidenced by the high ratings Eversource receives from leading sustainability rating firms. In 2021, Eversource was ranked at the top of a peer group of comparably sized U.S. utilities whose ESG performance is assessed by two leading sustainability rating firms. Eversource outperformed its goal to be in the 85th percentile compared to its peers with a combined end of-year ranking of 97 percent. Eversource continues to engage with

operational and business partners to advance its sustainability strategy and drive performance that addresses the evolving expectations of its shareholders, customers, employees, regulators and the communities Eversource serves.

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

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

• DIVERSITY:** Eversource continued to support several programs and agencies that address racial and ethnic disparities in customers' communities and beyond. Eversource also remains committed to developing a workforce that fully reflects the diversity of the people and communities it serves. Eversource’s hiring and talent practices emphasize diversity, equity, and inclusion, and Eversource encourages employees to embrace different people, perspectives, and experiences in the workplace and within its communities - regardless of their race, color, religion, national origin, ancestry, sex, gender identity, age, disability, marital status, sexual orientation, active military or veteran status. Eversource sustained its successful drive to increase workforce diversity and build a talent pipeline; in 2021, 57 percent of Eversource’s external hires were women or people of color; and 41.2 percent of external hires and internal promotions into leadership roles were women or people of color.

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

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

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

thinking and embrace alternative perspectives, while building teamwork and collaboration, represent core components of Eversource’s key talent development program.

Additionally, Eversource leveraged educational partnerships within the diverse communities it serves 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 operations, and energy efficiency. As part of this process, Eversource added new college partnerships to increase its pipelines for diverse talent. 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.

The success of these programs, policies and opportunities is evidenced by Eversource’s most current comprehensive employee survey, which saw strong participation of 70 percent of the employee population and a high level of engagement, with an eight-point improvement in overall favorability.

• AWARDS: Eversource continued to receive numerous national awards for 2021 recognizing Eversource as a leader and catalyst in the areas of sustainability and ESG.

• Eversource was again ranked in the top 100 of America's Most Just Companies for 2021 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, shareholder return, fair pay and benefits, and equal opportunity.

• Newsweek magazine ranked Eversource as the #1 energy company in their 2021 list of the Most Responsible Companies. This listing is based on ESG performance as well as a public survey.

• Eversource was again selected to be included in the Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women's equality in the workplace and transparency in gender reporting.

• Eversource was recognized again by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for its commitment to recruiting, employing, and retaining veterans.

• Eversource was recognized as one of America's “best employers for diversity” by Forbes magazine, which surveyed over 50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA and diversity in their current workplace.

• Eversource was again selected as a “most honored” company by Institutional Investor magazine in its survey of some 1,500 portfolio managers and investment analysts. Eversource was designated as being one of the top three utilities in each of the eight survey categories, including the No. 1 ranking for our Investor Relations officer.

• Eversource was recognized as a finalist by the Healthiest Employer Program for its commitment to workplace wellness and exceptional health benefits.

• Eversource was included in Barron's 2021 Most Sustainable Companies list. Barron's based its list on 230 performance indicators that address environmental, social and governance matters.

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

Pay for Performance Philosophy

The Compensation Committee links the compensation of the executive officers, including the Named Executive Officers, to performance that will ultimately benefit customers, employees, and shareholders. Eversource’s compensation program is intended to attract and retain the best executive talent in the industry, motivate executives to meet or exceed specific stretch financial and operational goals each year, and compensate executives in a manner that aligns compensation directly with performance. Eversource strives 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.

Executive Compensation Governance

What Eversource DOES:

ü			Focus on Pay for Performance
ü			Maintain share ownership and holding guidelines
ü			Utilize balanced incentive metrics including both absolute and relative measures
ü			Deliver the majority of incentive compensation opportunity in long-term equity
ü			Broad financial and personal misconduct clawback policy relating to incentive compensation
ü			Maintain double-trigger change in control vesting provisions
ü			Hold shareholder engagement meetings throughout the year between management and our shareholders that discuss compensation governance
ü			75 percent of long-term incentive compensation is tied to performance
ü			100 percent of long-term incentive compensation paid in equity
ü			Engage an independent compensation consultant

ü			Hold an annual Say-on-Pay vote
ü			Payout limitations on incentive awards
ü			Maintain limited executive and Trustee trading window

What Eversource DOESN’T do:

û			Tax gross ups in any new or materially amended executive compensation agreements
û			Hedging, pledging or similar transactions by executives and Trustees
û			Liberal share recycling
û			Dividends on equity awards before vesting
û			Discounts or repricing of options or stock appreciation rights
û			Change in control agreements (since 2010)

• The executive share ownership and holding guidelines noted in this CD&A emphasize the importance of aligning management with shareholders. Under the share ownership guidelines, which require Eversource’s Executive Chairman and its Chief Executive Officer to hold shares equal to six times base salary, Eversource also requires executives to hold 100 percent of the shares awarded under the company’s stock compensation program until the share ownership guidelines have been met.

• Eversource’s Incentive Plan includes a clawback provision that requires executives and all other participants to reimburse the company for incentive compensation received, not only if earnings are subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, but also for a willful material violation of Eversource’s Code of Business Conduct or 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.

• Eversource prohibits gross ups in all new or materially amended executive compensation agreements.

• Eversource has a “no hedging and no pledging” policy that prohibits the purchase of financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of its common shares.

• Eversource’s employment agreements and incentive plan require a “double-trigger” change in control to accelerate compensation.

Named Executive Officers

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

• Joseph R. Nolan, Jr., President and Chief Executive Officer of Eversource Energy and Chairman of the Board of CL&P

• Philip J. Lembo, Executive Vice President and Chief Financial Officer of Eversource Energy and CL&P

• Werner J. Schweiger, Executive Vice President and Chief Operating Officer of Eversource Energy and Chief Executive Officer of CL&P

• Gregory B. Butler, Executive Vice President and General Counsel of Eversource Energy and CL&P

• Christine M. Carmody, Executive Vice President-Human Resources and Information Technology of Eversource Energy

• James J. Judge, Executive Chairman of the Board of Eversource Energy

Overview of Eversource’s Compensation Program

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

Elements of 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.

Eversource’s Compensation Objectives. The objectives of Eversource’s compensation program are to attract and retain superior executive talent, motivate executives to achieve annual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices. With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as long-term value creation for shareholders, maintaining a strong balance sheet, and being a leader in clean energy and sustainability. The Committee also places great emphasis on operating performance, customer service, safety,

sustainability and workforce diversity. Eversource’s compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with Eversource Energy’s customers, employees, and shareholders. The Committee continually increases expectations to motivate executives and employees to achieve continuous improvement in carrying out their responsibilities to customers to deliver energy and water reliably, safely, mindful of the environment and employee well-being, and at a reasonable cost, while providing an above-average total return to Eversource shareholders.

Setting Compensation Levels. To ensure that Eversource achieves its goal of providing market-based total direct compensation levels to attract and retain top quality management, the Committee provides executives with target compensation opportunities approximately equal to median compensation levels for executive officers of companies in the utility industry comparable to Eversource 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 by using competitive market compensation data.

The Committee reviews competitive compensation data obtained from utility and general industry surveys and a specific group of peer utility companies. Incumbent compensation levels may be set below the market median for those executives who are new to their roles, while long-tenured, high performing executives may be compensated above median. The review by Pay Governance performed in December 2021 indicated that Eversource’s aggregate executive compensation levels 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 Eversource. With the consent of the Committee, Pay Governance works cooperatively with Eversource’s management to develop analyses and proposals for presentation to the Committee. The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation Eversource pays to executives and to review the Committee’s proposed compensation decisions.

Pay Governance Independence. In February 2022, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules, and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, as well as the written representations of Pay Governance that Pay Governance does not provide any other services to Eversource, the level of fees received from Eversource as a percentage of Pay 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 the Eversource executives.

Role of Management. The role of Eversource’s management, and specifically the roles of Eversource’s Chief Executive Officer and the Executive Vice President-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. Eversource’s Chief Executive Officer also provides recommendations on the compensation for the other Eversource Named Executive Officers, except for the Executive Chairman. None of the executives makes recommendations that affect their individual compensation.

MARKET ANALYSIS

The Compensation Committee seeks to provide 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 Eversource. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 2021 compensation:

• Competitive Compensation Survey Data.** The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent Eversource’s market for executive officer talent. Utility industry data serve as the primary reference point for benchmarking officer compensation and are based on a defined peer set, as discussed below, while general industry data are derived from compensation consultant surveys and serve as a secondary reference point. General industry data are used for staff positions and are size adjusted to ensure a close correlation between the market data and the Company’s scope of operations. The Committee references this information, which it obtains from Pay Governance, to evaluate and determine base salaries and incentive opportunities.

• Peer Group Data.** In support of executive pay decisions, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of Eversource’s executive compensation levels as compared to the 18 peer group companies listed in the table below. This peer group, which the Committee reviews annually, was chosen because these companies are 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
American Electric Power Co., Inc.			Edison International			Public Service Enterprise Group, Inc.
CenterPoint Energy, Inc.			Entergy Corporation			Sempra Energy
CMS Energy Corp.			FirstEnergy Corp.			WEC Energy Group, Inc.
Consolidated Edison, Inc.			NiSource Inc.			Xcel Energy Inc.

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

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

MIX OF COMPENSATION ELEMENTS

Eversource targets the mix of compensation for its Chief Executive Officer and its other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix. The mix is heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward performance-based long-term compensation. Since the most senior positions have the greatest responsibility for implementing Eversource’s 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. Eversource’s Chief Executive Officer’s responsibilities for the strategic direction and daily operations and management of Eversource are greater than the duties and responsibilities of the other executives. As a result, Eversource’s Chief Executive Officer’s compensation is higher than the compensation of those other executives. Assisted by the compensation consultant, the Committee regularly reviews market compensation data for executive officer positions similar to those held by Eversource’s executives, including its Chief Executive Officer.

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

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

(1) The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based.

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

Changes to 2021 Long-Term Incentive Program

In engagement sessions with Eversource shareholders, Eversource received comments relative to the 50/50 mix of RSUs and Performance Shares in Eversource’s long-term incentive program. As a result, the Compensation Committee revised the Performance Share Program in response to these shareholder comments to further align our compensation programs with the Committee’s pay for performance philosophy, such that 75 percent of the 2021 – 2023 Program’s long-term incentive opportunity consists of Performance Shares and 25 percent consists of RSUs.

Results of Eversource's 2021 Say-on-Pay Vote. Eversource provides its shareholders with the required opportunity to cast the annual advisory vote on executive compensation (a Say-on-Pay proposal). At Eversource’s Annual Meeting of Shareholders held on May 5, 2021, 88.3 percent of the votes cast on the Say-on-Pay proposal were voted to approve the 2020 compensation of the Named Executive Officers, as described in Eversource’s 2021 proxy statement. Eversource’s Say-on-Pay results, along with those of utility and general industry peers, are reviewed by the Committee annually to help assess whether Eversource shareholders continue to deem its executives’ compensation to be appropriate. The Committee has and will continue to consider the outcome of Eversource’s Say-on-Pay votes when making future compensation decisions for the Named Executive Officers.

ELEMENTS OF 2021 COMPENSATION

Base Salary

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

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

Incentive Compensation

Annual incentive and long-term incentive compensation are provided under Eversource’s Incentive Plan, which was approved by its shareholders in 2018. The annual incentive program provides cash compensation intended to reward performance under Eversource’s 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 shareholders, and retain executives during the term of grants. The annual and long-term programs are designed to strike a balance between Eversource’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’ roles and individual performance and then makes annual incentive program awards at the levels and amounts disclosed in this CD&A.

RISK ANALYSIS OF EXECUTIVE COMPENSATION PROGRAM

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

The Compensation Committee assesses the risks associated with the executive compensation program on an ongoing basis by reviewing the various elements of incentive compensation. The annual incentive program is designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of Eversource’s annual business plan. Similarly, the long-term incentive program is designed to ensure that the performance metrics are properly weighted and supportive of Eversource’s strategy. The Committee reviewed the overall compensation program in the context of risks identified in the annual operating plan. The annual and long-term incentive programs were designed to include 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, safety and strategic goals and initiatives for annual performance awards to avoid excessive focus on a single measure of performance;

• Metrics in Eversource’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 Eversource’s annual and long-term incentive programs, which cap awards at 200 percent of target;

• Eversource’s expansive clawback provisions on incentive compensation, including clawback for material violations of the Eversource Code of Business Conduct; and

• Stock ownership requirements for all executives, including Eversource’s NEOs, and prohibitions on hedging, pledging and other derivative transactions related to Eversource common 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.

2021 ANNUAL INCENTIVE PROGRAM ASSESSMENT

In early February of 2021, the Committee established the terms of the 2021 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of Eversource’s Named Executive Officers that ranged from 70 percent to 125 percent of base salary.

At the February 2021 meeting, the Committee determined that for 2021 it would continue to base 70 percent of the annual incentive performance goals on Eversource’s overall financial performance and 30 percent of the annual performance goals on Eversource’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 zero percent to 200 percent of target. The Committee assigned weightings to each of the goals. For the financial component, the following goals were used: earnings per share, weighted at 60 percent, advancement of strategic growth initiatives and regulatory outcomes, weighted at 30 percent, and dividend growth, weighted at 10 percent. For the operational component, the Committee used the following goals: combined safety ratings, gas service response, diversity promotions and hires of leadership employee positions, and sustainability, customer and clean energy initiatives, weighted at 50 percent, service reliability weighted at 25 percent, and restoration of outages duration, weighted at 25 percent.

In establishing the individual annual performance goals, the Committee sets stretch goals for both the Financial and Operational components. Many of the goals use performance ranges, as opposed to threshold or target ranges, whereby the lower end of the performance range does not represent average or less compared to industry peers, or other similar performance benchmarks, but 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 superior performance. Achieving performance of these stretch goals within the particular range will therefore justify an assessment beyond target.

2021 Performance Goals

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

Financial Performance Goals Assessment

• FINANCIAL PERFORMANCE:** Eversource’s non-GAAP earnings per share in 2021 of $3.86, which excludes the two adjustments to earnings as described in Exhibit A to this Item 11, increased by 6.0 percent when compared to non-GAAP earnings per share in 2020, and exceeded the established goal of $3.85. Eversource was able to achieve this goal through effective management of the 2021 Operating Plan on a day-by-day basis, including execution of its $3.5 billion utility capital plan, and by overcoming several challenges to plan achievement, including higher than plan O&M expenses caused primarily by the significant number and severity of storm events, higher employee-related costs, and the financial and operational impacts of the COVID-19 pandemic. Please see Exhibit A to this Item 11, which provides detailed information of GAAP and non-GAAP financial information and the Committee's determination with respect to the earnings per share goal. The Committee determined the earnings per share goal to have attained a 160 percent performance result.

• DIVIDEND GROWTH:** Eversource increased its dividend to $2.41 per share, a 6.2 percent increase from the prior year, significantly above the utility industry's median dividend growth of 4.7 percent for the EEI Utility Index. The Committee determined this goal to have attained a 160 percent performance result.

• STRATEGIC INITIATIVES AND REGULATORY OUTCOMES:** Eversource received the approval of a comprehensive storm settlement agreement with PURA that provided for the resolution of several pending regulatory and legal proceedings and are ahead of plan on the integration of the assets acquired from Columbia Gas Company of Massachusetts. Eversource advanced the progress of Massachusetts Grid Modernization and accelerated the recovery of 2020 investments for NSTAR Gas Company. In addition, Eversource received approval to defer $15.6 million of additional storm related costs and successfully negotiated and completed the acquisition of NESC, a New England water delivery company. The Committee determined this goal to have attained a 180 percent performance result.

Operational Performance Goals Assessment

• RELIABILITY PERFORMANCE:** Electric System Reliability, measured by months between interruptions, was top decile in the industry in 2021; customer power interruptions were on average 19.2 months apart. The Committee determined this goal to have attained a 165 percent performance result.

• RESTORATION PERFORMANCE:** The average system outage duration was 69.8 minutes, which was in the top quartile of the utility industry for the fastest restoration time. The Committee determined this goal to have attained a 160 percent performance result.

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

• GAS EMERGENCY RESPONSE:** On-time response to gas customer emergency calls was 98.0 percent, which continued to outperform the industry. The Committee determined this goal to have attained a 175 percent performance result.

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

• SUSTAINABILITY:** Eversource’s strong environmental, social and governance performance once again received widespread recognition in 2021, which demonstrates its deep commitment to corporate social responsibility, as evidenced by the high ratings it receives from leading sustainability rating firms. In 2021, Eversource was ranked at the top of a peer group of comparably sized U.S. utilities whose ESG performance is assessed by two leading sustainability rating firms. Eversource outperformed its goal to be in the 85th percentile compared to peers with a combined end-of-year ranking of 97 percent. Eversource continues to engage with operational and business partners to advance its sustainability strategy and drive performance that addresses the evolving expectations of shareholders, customers, employees, regulators and the communities Eversource serves.

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

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

• CLEAN ENERGY EXECUTION:** Eversource successfully executed a 10-year agreement with the City of New London, Connecticut and continues to progress the New London State Pier redevelopment project, which provides its partnership access to the leading offshore wind port in the Northeast, and it made significant progress to advance siting and permitting of all three of its offshore wind projects at the federal and state levels. Eversource advanced the development of its electric vehicle infrastructure in Massachusetts and

Connecticut, successfully executed its first Massachusetts Grid Modernization plan, submitted the next round of investments for approval, including Advanced Metering Infrastructure, and successfully executed its $500 million Energy Efficiency (EE) Plan. In addition, Eversource filed and received Massachusetts DPU approval for its new $1 billion Massachusetts three-year EE program. The Committee determined this goal to have attained a 125 percent performance result.

2021 Annual Incentive Program Performance Assessments

Financial Performance Goals
Category			2021 Goal			Eversource Performance			Assessment
Earnings Per Share			$3.85 earnings per share			Achieved: Non-GAAP earnings per share, excluding the PURA approved comprehensive settlement agreement and Columbia Gas integration costs, equaled $3.86 per share, an increase of 6.0% over 2020 non-GAAP earnings per share and exceeding our peers’ average growth rate			160%
Dividend Growth			Increase dividend beyond industry average			Achieved: Increased dividend to $2.41 per share, a $0.14 increase and 6.2% growth over 2020, exceeding the industry median of 4.7%			160%
Strategic Growth Initiatives			Advancement of Key Strategic Projects and Regulatory Outcomes			Achieved: Received approval of a comprehensive PURA approved settlement agreement and the integration of the Columbia Gas acquisition advanced ahead of plan and below budget. Made progress to advance MA Grid Mod, accelerated recovery of 2020 capital investments for NSTAR Gas Company, received MDPU Order allowing deferment of additional storm costs and completed the acquisition by our Aquarion Company of NESC			180%
Weightings = Earnings Per Share: 60%; Dividend Growth: 10%; Strategic Growth Initiatives: 30%

Operational Performance Goals
Category			2021 Goal			Eversource Performance			Assessment
Reliability – Average Months Between Interruptions (MBI)			Achieve MBI of within 17.2 to 19.2 months			Achieved: MBI = 19.2 months. At the top level of the performance goal’s range and in the top decile of the industry peer group			165%
Average Restoration Duration (SAIDI)			Achieve SAIDI of 64 to 77 minutes			Achieved: SAIDI = 69.8 minutes. At the middle of the performance range, and in the top quartile of the industry group as measured by recognized industry standards			160%
Safety Rate (Days Away Restricted Time (DART))			0.6 – 0.8 DART			Not Achieved: 0.9 DART – Just outside of performance range of the goal and exceeding industry peers, with strong performance in responding to the pandemic			90%
Gas Service Response			95% - 97% on time			Exceeded: 98.0%; Performance above industry average, meeting or exceeding all regulatory requirements, and above the high level of the performance goal range			175%
Diverse Leadership			45% diverse hires or promotions of leadership level			Not Achieved: 41.2% - Under the aggressive goal of 45%, which was significantly increased in 2021 from 40% to 45%			90%
Sustainability Ranking			85th percentile vs. US peer companies			Exceeded: At 97th percentile, Eversource outperformed the peer group and is well into the first quartile; received numerous recognitions and awards acknowledging Eversource’s sustainability excellence again in 2021			200%
Transform the Storm Emergency Response Plan to Enhance the Customer Experience			Improved storm restoration customer communications, upgraded outage management, customer and IT technology			Achieved: Successfully transformed the storm emergency response plan in several key areas including public safety, municipal communications, technology and strategic partnerships. Enhancements were successfully tested during storm events in the second half of the year			80%
Clean Energy Execution			Successfully advance and execute clean energy initiatives			Achieved: Successfully advanced several clean energy initiatives, including the carbon neutral initiative, offshore wind ventures, electric vehicle infrastructure development, grid modernization and positioning gas for a clean energy future. Successfully executed the annual $500 million EE plan. Also successfully received approval of the Company’s new $1 billion 3-year (2022-2024) Massachusetts EE program			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 145% (weighted 30%)			44%
Overall Performance			160%

Additional Factors

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

• Eversource was again ranked in the top 100 of America's Most Just companies for 2021 by Forbes/JUST Capital. The listing recognizes corporate social responsibility and commitment to the local communities and celebrates public companies for their positive impact and leadership on priorities such as ethical leadership, environmental impact, customer treatment, shareholder return, fair pay and benefits, and equal opportunity.

• 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 ESG performance as well as a public survey.

• Eversource was again selected to be included in the Bloomberg Gender-Equality Index, which recognizes companies that have shown their commitment to advancing women's equality in the workplace and transparency in gender reporting.

• Eversource was again recognized by the U.S. Department of Labor as a HIRE Vets Medallion Award recipient for its commitment to recruiting, employing, and retaining veterans.

• Eversource was recognized as one of America's “best employers for diversity” by Forbes magazine, which surveyed over 50,000 U.S. employees regarding age, gender, ethnicity, LGBTQA, and diversity in their current workplace.

• Eversource was recognized as a finalist by the Healthiest Employer Program for its commitment to workplace wellness and exceptional health benefits.

• Eversource was included in Barron’s 2021 Most Sustainable Companies list. Barron’s bases this list on 230 performance indicators that address environmental, social and governance matters.

• Eversource was again selected as a “most honored” company by Institutional Investor magazine in its survey of some 1,500 portfolio managers and investment analysts. Eversource was designated as being one of the top three utilities in each of the eight survey categories, including the No. 1 ranking for Eversource’s Investor Relations officer.

• Eversource’s 2021 charitable giving totaled $26.8 million, including 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. Many of these events were held “virtually,” and Eversource employees again assisted in carrying out of these events to help ensure their success.

Individual Executives' Performance Factors Considered by the Committee

It is the Committee’s philosophy to provide incentives for Eversource executives to work together as a highly effective, integrated team to achieve or exceed the financial, operational, safety, customer, sustainability, strategic and diversity goals and objectives. The Committee also reviews and assesses individual executive performance. The Committee based the annual incentive payments on team performance and the Committee’s assessment of each executive’s individual performance in supporting the performance goals, additional achievements, and overall results of Eversource. With respect to the Chief Executive Officer and the Executive Chairman, the Committee and the independent Trustees assessed performance. Based on the recommendations of the Chief Executive Officer as to executives other than himself and the Executive Chairman, the Committee assessed the performance of the Named Executive Officers and Eversource to be excellent in totality and approved annual incentive program payments for the Named Executive Officers at levels that ranged from 149 percent to 182 percent of target. These payments reflected the individual and team contributions of the Named Executive Officers in achieving the goals and the additional accomplishments and Eversource’s overall performance.

In determining Mr. Nolan’s and Mr. Judge’s annual incentive payments of $2,250,000 and $2,246,000, respectively, which were 170 percent and 160 percent of target, respectively, and which reflect their and Eversource’s excellent 2021 performance, the Committee and the Board considered the totality of Eversource’s success in accomplishing the goals set by the Committee. Mr. Judge was elected Executive Chairman and Mr. Nolan was elected Chief Executive Officer in May of 2021. The Committee also reviewed the additional accomplishments of Eversource and Mr. Nolan’s and Mr. Judge’s performance in leading Eversource towards another very successful year financially, operationally and in all elements and principles of ESG.

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

(1) Ms. Carmody was not a Named Executive Officer in 2020.

Long-Term Incentive Program

Eversource’s long-term incentive program is intended primarily to focus on its longer-term strategic goals and to also help retain its executives. A new three-year program commences every year. For 2021, executives’ long-term incentive opportunity consisted of 75 percent Performance Shares and 25 percent RSUs. Performance Shares are designed to reward long-term achievements as measured against pre-established performance measures. RSUs are designed to provide executives with an incentive to increase the value of Eversource’s common shares in alignment with shareholder interests, while also serving as a retention component for executive talent. Eversource believes these compensation elements create a focus on continued company and share price growth to further align the interests of its executives with the interests of its shareholders.

Performance Share Grants

General

Performance Shares are designed to reward future financial performance, measured by long-term earnings growth and shareholder returns over a three-year performance period, therefore aligning executive compensation with performance. Performance Shares are granted as a target number of Eversource Energy common shares. The number of Performance Shares is determined by dividing the target grant value in dollars by the average daily closing prices of Eversource common shares on the New York Stock Exchange for the ten business days preceding the grant date and rounding to the nearest whole share. Until the end of the performance period, the value of dividends that would have been paid with respect to the Performance Shares had the Performance Shares been actual common shares are deemed to be invested in additional Performance Shares, which remain at risk and are not distributed until actual performance for the period is determined and vesting takes place.

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

For the 2021 – 2023 Program, the Committee determined it would continue to measure performance using: (i) average diluted earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in previous years, the Committee selected EPSG and TSR as performance measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. The Committee considers it a best practice to use a combination of relative and absolute metrics, with absolute EPS growth serving as a key input to shareholder value and relative TSR serving as the output.

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

The number of Performance Shares awarded at the end of the three-year period ranges from zero percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrices below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and are measured in dollars. The target number of shares under the 2021 – 2023 Program for our Named Executive Officers ranged from 135 percent to 360 percent of base salary. Vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance as set forth in the charts that follow. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on Eversource’s share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent members of the Board determined the Performance Share grants for the Chief Executive Officer and the Executive Chairman. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers. For all three programs, the Committee used the same performance measures of EPSG and TSR.

The performance matrices set forth below describe how the Performance Share payout was determined under the 2019 – 2021 Program and how the Performance Share payout will be determined under the 2020 – 2022 Program and the 2021 – 2023 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.

2019 – 2021 Long-Term Incentive Programs Performance Share Potential Payout
Three-Year Average EPS Growth			Three-Year Relative Total Shareholder Return Percentiles
Below 10th			20th			30th			40th			50th			60th			70th			80th			90th			Above 90th
9%			110%			120%			130%			140%			150%			160%			170%			180%			190%			200%
8%			100%			110%			120%			130%			140%			150%			160%			170%			180%			190%
7%			90%			100%			110%			120%			130%			140%			150%			160%			170%			180%
6%			80%			90%			100%			110%			120%			130%			140%			150%			160%			170%
5%			70%			80%			90%			100%			110%			120%			130%			140%			150%			160%
4%			60%			70%			80%			90%			100%			110%			120%			130%			140%			150%
3%			40%			50%			70%			80%			90%			100%			110%			120%			130%			140%
2%			20%			40%			60%			70%			80%			90%			100%			110%			120%			130%
1%			—			10%			40%			60%			70%			80%			90%			100%			110%			120%
0%			—			—			20%			30%			50%			70%			80%			90%			100%			110%
Below 0%			—			—			—			—			10%			20%			30%			40%			50%			60%

2020 — 2022 Long-Term Incentive Program Performance Share Potential Payout
Three-Year Average EPS Growth			Three-Year Relative Total Shareholder Return Percentiles
Below 10th			20th			30th			40th			50th			60th			70th			80th			90th			Above 90th
9.5%			110%			120%			130%			140%			150%			160%			170%			180%			190%			200%
8.5%			100%			110%			120%			130%			140%			150%			160%			170%			180%			190%
7.5%			90%			100%			110%			120%			130%			140%			150%			160%			170%			180%
6.5%			80%			90%			100%			110%			120%			130%			140%			150%			160%			170%
5.5%			70%			80%			90%			100%			110%			120%			130%			140%			150%			160%
4.5%			60%			70%			80%			90%			100%			110%			120%			130%			140%			150%
3.5%			40%			50%			70%			80%			90%			100%			110%			120%			130%			140%
2.5%			20%			40%			60%			70%			80%			90%			100%			110%			120%			130%
1.5%			—			10%			40%			60%			70%			80%			90%			100%			110%			120%
0.5%			—			—			20%			30%			50%			70%			80%			90%			100%			110%
0.0%			—			—			—			10%			20%			30%			40%			50%			70%			70%
Below 0%			—			—			—			—			10%			20%			30%			40%			50%			60%

2021 — 2023 Long-Term Incentive Program Performance Share Potential Payout
Three-Year Average EPS Growth			Three-Year Relative Total Shareholder Return Percentiles
Below 10th			20th			30th			40th			50th			60th			70th			80th			90th			Above 90th
10.0%			110%			120%			130%			140%			150%			160%			170%			180%			190%			200%
9.0%			100%			110%			120%			130%			140%			150%			160%			170%			180%			190%
8.0%			90%			100%			110%			120%			130%			140%			150%			160%			170%			180%
7.0%			80%			90%			100%			110%			120%			130%			140%			150%			160%			170%
6.0%			70%			80%			90%			100%			110%			120%			130%			140%			150%			160%
5.0%			60%			70%			80%			90%			100%			110%			120%			130%			140%			150%
4.0%			40%			50%			70%			80%			90%			100%			110%			120%			130%			140%
3.0%			20%			40%			60%			70%			80%			90%			100%			110%			120%			130%
2.0%			—			10%			40%			60%			70%			80%			90%			100%			110%			120%
1.0%			—			—			20%			30%			50%			60%			80%			80%			100%			110%
0.0%			—			—			—			10%			20%			30%			40%			50%			60%			70%
Below 0%			—			—			—			—			10%			20%			30%			40%			50%			60%

Long-Term Incentive Program Performance Share Grants at Target
Named Executive Officer			2021 — 2023 Performance Share Grant
Joseph R. Nolan, Jr.			11,382
Philip J. Lembo			13,416
Werner J. Schweiger			14,348
Gregory B. Butler			10,215
Christine M. Carmody			8,250
James J. Judge			55,697

Results of the 2019 – 2021 Performance Share Program

The 2019 – 2021 Program was completed on December 31, 2021. The actual performance level achieved under the Program was a three-year average adjusted EPS growth of 5.9 percent and a three-year total shareholder return at the 87th percentile, which, when interpolated in accordance with the criteria established by the Committee, resulted in vesting performance share units at 156 percent of target. 2019, 2020 and 2021 non-GAAP earnings per share, as described in Exhibit A to this Item 11, were the basis for performance level assessment determined by the Committee at its February 2020, 2021 and 2022 meetings. At its February 2, 2022 meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance criteria. The number of Performance Shares awarded to the Named Executive Officers were approved as set forth in the table below.

2019 – 2021 Long-Term Incentive Program Performance Share Awards
Named Executive Officer			Performance Share Award
Joseph R. Nolan, Jr.			12,918
Philip J. Lembo			17,120
Werner J. Schweiger			17,120
Gregory B. Butler			14,112
Christine M. Carmody			11,399
James J. Judge			78,372

Restricted Share Units (RSUs)

General

Each RSU granted under the long-term incentive program entitles the holder to receive one common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on Eversource common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend equivalents, are not issued for any RSUs that do not vest.

The Committee determined RSU grants for each Eversource executive officer participating in the long-term incentive program. RSU grants are based on a percentage of annualized base salary at the time of the grant. In 2021, the percentage used for each Eversource Named Executive Officer was based on their position in Eversource and ranged from 45 percent to 120 percent of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each executive officer under special circumstances. The Committee and all other independent members of the Eversource Board determined the RSU grants for its Chief Executive Officer and the Executive Chairman. Based on input from Eversource’s Chief Executive Officer, the Committee determined the RSU grants for each of the other executive officers, including Eversource’s Named Executive Officers.

All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from a percent of salary into common share equivalents by dividing the value of each grant by the average closing price for Eversource common shares over the ten trading days prior to the date of the grant. RSU grants at 100 percent of target were approved as set forth in the table below.

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

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

(2) Ms. Carmody was not a Named Executive Officer in 2019 or 2020.

Clawbacks

If Eversource’s 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 the Eversource Code of Business Conduct or material corporate policy, or the breach of a material covenant in an employment agreement, as determined by the Eversource Board of Trustees, the participant will be required by Eversource’s 2018 Incentive Plan to reimburse Eversource for incentive compensation awards received by them for that year.

No Hedging and No Pledging Policy

Eversource has 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 its common shares or other equity securities of Eversource or its subsidiaries by its Trustees and executives, including exchange-traded options to purchase or sell securities of Eversource (so-called “puts” and “calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of securities of Eversource (including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds). This policy also prohibits short sales, the holding of any Eversource common shares in a margin account, borrowing shares, selling future securities that establish a position that increases in value as the value of Eversource’s stock decreases, or pledging Eversource’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

The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by Eversource officers. As indicated in the table below, the guidelines call for Eversource’s Chief Executive Officer and the Executive Chairman 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 common shares equal to one to one and one-half times base salary. Officers and Eversource Trustees may only transact in Eversource Energy common shares during approved trading windows and are subject to continuing compliance with these share ownership guidelines.

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

Eversource requires that its officers attain these ownership levels within five years after promotion. All of Eversource’s officers, including Eversource’s Named Executive Officers, have either satisfied these 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 ownership requirements. Unvested performance shares do not count toward satisfying the ownership guidelines. In addition to these share ownership guidelines noted above, all Eversource officers must hold the net shares awarded under Eversource’s incentive compensation plan until the share ownership guidelines have been met.

Other Benefits

Retirement Benefits

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

For certain participants, the benefits payable under the Supplemental Non-Qualified Pension Program differ from those described above. The program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous employers’ retirement plans.

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

401(k) Benefits

Eversource offers a qualified 401(k) program for all employees, including executives, subject to tax code limits. After applying these limits, the program provides a match of 50 percent of the first eight percent of eligible base salary, up to a maximum of $11,600 per year for Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody. For Mr. Butler, the program provides a match of 100 percent of the first three percent of eligible base salary, up to a maximum of $8,770 per year.

Deferred Compensation

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

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

Perquisites

Eversource 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

Eversource currently maintains contractual agreements with all of its Named Executive Officers that provide for potential compensation in the event of certain terminations, including termination following a Change in Control. These agreements were made to attract and retain high quality executives and to ensure executive focus on Eversource’s business during the period leading up to a potential Change in Control, though Eversource has not entered into a Change in Control or employment agreement with any executive since 2010. The agreements are “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 Eversource 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 reason.” These agreements are described more fully in the Tables following this CD&A under “Payments Upon Termination.”

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue 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 fiscal year, unless certain specific performance goals are satisfied. Until January 1, 2018, there was an exception to the $1 million limitation for performance-based compensation meeting certain requirements. This exception was repealed, effective for taxable years beginning after December 31, 2017 and the limitation on deductibility generally was expanded to include all Named Executive Officers. As a result, compensation paid to the Named Executive Officers in excess of $1 million per officer will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of and not modified after November 2, 2017.

The Committee believes that the availability of a tax deduction for forms of compensation should be one of many factors taken into consideration of providing market-based compensation to attract and retain highly qualified executives. The Committee believes it is in Eversource’s best interests to retain discretion to make compensation awards, whether or not deductible.

Eversource has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation-Stock Compensation. In general, Eversource and the Committee do not consider accounting considerations in structuring compensation arrangements.

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 Eversource Board of Trustees of its Chief Executive Officer’s and its Executive Chairman’s awards) when the Committee also determines base salary, annual incentive opportunities, long-term incentive compensation grants, and annual and long-term performance plan awards. The date of this meeting is chosen at least a year in advance, and therefore awards are not coordinated with the release of material non-public information.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by CL&P’s principal executive officer (Mr. Nolan), CL&P’s principal financial officer (Mr. Lembo), the three other most highly compensated executive officers in 2021, and Mr. Judge, who served as Chief Executive Officer of Eversource Energy and Chairman of the Board of CL&P during a portion of 2021, determined in accordance with the applicable SEC disclosure rules (collectively, the Named Executive Officers). As explained in the tables and footnotes below, the amounts reflect the economic benefit to each Named Executive Officer of the compensation item paid or accrued on their behalf for the fiscal year ended December 31, 2021 in accordance with such rules. All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to the Company and its subsidiaries, including CL&P, in all capacities.

Name and Principal Position			Year			Salary						Stock Awards (4)						Non-Equity Incentive Plan (5)						Change in Pension Value and Non- Qualified Deferred Earnings (6)						All Other Compen- sation (7)						SEC Total						Adjusted SEC Total (8)
Joseph R. Nolan, Jr. (1)			2021			$	1,004,424					$	1,441,650					$	2,250,000					$	1,705,782					$	65,222					$	6,467,078					$	4,761,296
President and Chief Executive Officer of Eversource Energy; Chairman of CL&P			2020			630,962						1,419,699						850,000						2,134,658						18,921						5,054,240						2,919,582
2019			589,616						1,100,380						774,000						3,283,296						20,388						5,767,680						2,484,384
Philip J. Lembo			2021			720,001						1,634,650						1,050,000						713,766						20,685						4,139,102						3,425,336
Executive Vice President and Chief Financial Officer of Eversource Energy and CL&P			2020			718,846						1,609,650						950,000						1,248,852						21,985						4,549,333						3,300,481
2019			680,579						1,458,368						1,000,000						1,318,800						20,390						4,478,137						3,159,337
Werner J. Schweiger			2021			770,001						1,748,151						1,000,000						852,718						19,989						4,390,859						3,538,141
Executive Vice President and Chief Operating Officer of Eversource Energy and Chief Executive Officer of CL&P			2020			765,885						1,721,496						950,000						2,698,083						20,657						6,156,121						3,458,038
2019			692,694						1,458,368						1,050,000						2,218,536						21,846						5,441,444						3,222,908
Gregory B. Butler			2021			670,002						1,244,544						700,000						465,628						11,656						3,091,830						2,626,202
Executive Vice President and General Counsel of Eversource Energy and CL&P			2020			670,292						1,225,646						700,000						1,637,907						15,839						4,249,684						2,611,777
2019			643,270						1,202,147						740,000						2,948,208						15,518						5,549,143						2,600,935
Christine M. Carmody (2)			2021			541,001						1,005,122						650,000						645,323						19,983						2,861,429						2,216,106
Executive Vice President-Human Resources and Info Technology of Eversource Energy			2020			—						—						—						—						—						—						—
2019			—						—						—						—						—						—						—
James J. Judge (3)			2021			1,128,078						6,786,337						2,246,000						—						60,526						10,220,941						10,220,941
Executive Chairman of Eversource Energy			2020			1,371,615						6,682,612						2,750,000						3,742,215						28,834						14,575,276						10,833,061
2019			1,319,232						6,676,043						3,000,000						8,784,256						26,557						19,806,088						11,021,832

(1) Mr. Nolan was elected President and Chief Executive Officer of Eversource Energy on April 7, 2021, effective as of the May 5, 2021 Eversource Board of Trustees meeting. He has served as Chairman of the Board and a director of CL&P since May 5, 2021. Mr. Nolan previously served as Executive Vice President – Strategy, Customer and Corporate Relations of Eversource Energy.

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

(3) Mr. Judge transitioned to Executive Chairman of the Board of Eversource Energy effective as of the May 5, 2021 Eversource Board of Trustees meeting. He previously served as President and Chief Executive Officer of Eversource Energy and Chairman of the Board of CL&P.

(4) RSUs were granted to each Named Executive Officer in 2021 as long-term compensation, which vest in equal annual installments over three years. Each of the Named Executive Officers was also granted performance shares as long-term incentive compensation. These performance shares will vest based on the extent to which the performance conditions described in the CD&A are achieved as of December 31, 2023. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Nolan: $1,609,034; Mr. Lembo: $1,824,442; Mr. Schweiger: $1,915,185; Mr. Butler: $1,389,138; Ms. Carmody: $1,121,918 and Mr. Judge: $7,574,235.

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

(5) Includes payments to the Named Executive Officers under the 2021 Annual Incentive Program: Mr. Nolan: $2,250,000; Mr. Lembo: $1,050,000; Mr. Schweiger: $1,000,000; Mr. Butler: $700,000; Ms. Carmody: $650,000 and Mr. Judge: $2,246,000.

(6) Includes the actuarial increase in the present value from December 31, 2020 to December 31, 2021 of the Named Executive Officers’ accumulated benefits under all of our defined benefit pension 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, 2021. The Named Executive Officer may not be fully vested in such amounts. More information on this topic is set forth in the Pension Benefits table. There were no above-market earnings in deferred

compensation value during 2021, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource common shares.

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

(8) 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 in Pension Value and Non-Qualified Deferred Earnings” as further described in footnote 6 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.

GRANTS OF PLAN-BASED AWARDS DURING 2021

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, 2021. The table also discloses the underlying equity awards and the grant date for equity-based awards. Eversource has not granted any stock options since 2002.

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

(1) Reflects the number of performance shares granted to each of the Named Executive Officers on February 8, 2021 under the 2021 – 2023 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2023. At the end of the Performance Period, Eversource 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 that are actually awarded. No dividends are paid unless and until the underlying shares vest. The Annual Incentive Program did not include an equity component.

(2) Reflects the number of RSUs granted to each of the Named Executive Officers on February 8, 2021 under the 2021 – 2023 Long-Term Incentive Program. RSUs vest in equal installments on February 8, 2022, 2023 and 2024. Eversource common shares are distributed with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable payroll withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with those common shares actually distributed in respect of the underlying RSUs. No dividends are paid unless and until the underlying shares vest.

(3) 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 8, 2021 under the 2021 – 2023 Long-Term Incentive Program.

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

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

OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2021

The following table sets forth RSU and performance share grants outstanding at the end of the fiscal year ended December 31, 2021 for each of the Named Executive Officers. There are no outstanding options.

			Stock Awards (1)
			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)
Name
Joseph R. Nolan, Jr.			12,186			$	28,505		139,057			$	2,593,391
Philip J. Lembo			14,346			1,305,186			33,906			3,084,761
Werner J. Schweiger			15,088			1,372,677			35,499			3,229,707
Gregory B. Butler			11,152			1,014,649			26,507			2,411,585
Christine M. Carmody			9,007			819,483			21,409			1,947,763
James J. Judge			61,116			5,560,302			145,440			13,232,101

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

(2) A total of 71,079 unvested RSUs vested on February 15, 2022 (Mr. Nolan: 6,796; Lembo: 8,234; Mr. Schweiger: 8,553; Mr. Butler: 6,500; Ms. Carmody: 5,249; and Mr. Judge: 35,747). A total of 38,809 unvested RSUs will vest on February 15, 2023 (Mr. Nolan: 4,037; Mr. Lembo: 4,578, Mr. Schweiger: 4,895; Mr. Butler: 3,485, Ms. Carmody: 2,813; and Mr. Judge: 19,001). A total of 13,005 unvested RSUs will vest on February 15, 2023 (Mr. Nolan: 1,353; Mr. Lembo: 1,534; Mr. Schweiger: 1,640; Mr. Butler: 1,168; Ms. Carmody: 943 and Mr. Judge: 6,367).

(3) The market value of RSUs is determined by multiplying the number of RSUs by $90.98, the closing price of Eversource Energy common shares on December 31, 2021, the last trading day of the year.

(4) Reflects the target payout level for performance shares granted under the 2019 – 2021 Program, the 2020 – 2022 Program and the 2021 – 2023 Program.

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

The performance share awards for 2020 – 2022 Program and the 2021 – 2023 Program will be based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. As described more fully under “Performance Shares” 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 2020 – 2022 Program, a total of 77,413 performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, 2021. Assuming achievement of these conditions at a target level of performance, the amount of the awards would be as follows: Mr. Nolan: 8,052; Mr. Lembo: 9,129; Mr. Schweiger: 9,764, Mr. Butler: 6,952; Ms. Carmody: 5,614 and Mr. Judge: 37,902. Under the 2021 – 2023 Program, a total of 117,030 performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, 2023. Assuming achievement of these conditions at a target level of performance, the amount of the awards would be as follows: Mr. Nolan: 12,172; Mr. Lembo: 13,802; Mr. Schweiger: 14,761; Mr. Butler: 10,509; Ms. Carmody: 8,487; and Mr. Butler: 10,509. No dividends are paid unless and until the underlying shares vest.

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

OPTION EXERCISES AND STOCK VESTED IN 2021

The following table reports amounts realized on equity compensation during the fiscal year ended December 31, 2021. The Stock Awards columns report the vesting of RSU and performance share grants to the Named Executive Officers in 2021. There were no options exercised as Eversource has not granted options since 2002.

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

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

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

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

(2) Values realized on vesting of RSUs granted under the 2018 – 2020, 2019 – 2021 and 2020 – 2022 Programs were based on $85.17 per share, the closing price of Eversource Energy common shares on February 12, 2021. Values realized on vesting of performance shares granted under the 2018 – 2020 Program were based on $80.19 per share, the closing price of Eversource Energy common shares on February 23, 2021.

PENSION BENEFITS IN 2021

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 the supplemental pension (Excess). See the narrative above in the CD&A under the captions “Other Benefits – Retirement Benefits” and “Contractual Agreements” for additional information on benefits under these plans and agreements.

The values shown in the Pension Benefits Table for Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody were calculated as of December 31, 2021 based on benefit payments in the form of a lump sum. For Mr. Butler, a payment of benefits was assumed 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. Nolan: age 62, Mr. Lembo: age 62, Mr. Schweiger: age 55, Mr. Butler: age 62, Ms. Carmody: age 62 and Mr. Judge: age 60.

In addition, benefits were determined under the qualified pension program using tax code limits in effect on December 31, 2021. For Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody, the values shown reflect actual 2021 salary and annual incentives earned in 2020 but paid in 2021 (per applicable supplemental program rules). For Mr. Butler, the values shown reflect actual 2021 salary and annual incentives earned in 2021 but paid in 2022 (per applicable supplemental program rules).

The present value of benefits at retirement age were determined using the discount rate within a range of 2.83 percent to 2.89 percent under ACS 715-30 pension accounting for the 2021 fiscal year end measurement as of December 31, 2021. This present value assumes no pre-retirement mortality, turnover or disability. However, for the postretirement period beginning at retirement age, the 2021 IRS lump sum mortality table was used for Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody. The RP2014 Employee Table Projected Generationally with Scale MP2020 was used for Mr. 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 2021 financial disclosure. Additional assumptions appear in the footnotes to this Annual Report on Form 10‑K.

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

NONQUALIFIED DEFERRED COMPENSATION IN 2021

The following table reports amounts contributed in 2021, together with aggregate earnings on contributions and withdrawals or distributions on contributions in 2021, under the Eversource deferred compensation program, along with aggregate balances on contributions. See the narrative above in the CD&A under the caption “Other Benefits - Deferred Compensation” for more detail on our non-qualified deferred compensation program.

			Executive Contributions in Last FY			Registrant Contributions in Last FY			Aggregate Earnings in in Last FY			Aggregate Withdrawals/ Distributions			Aggregate Balance at Last FYE (1)
Name
Joseph R. Nolan, Jr.			$	—		$	—		$	986,034		$	—		$	8,205,292
Philip J. Lembo			—			—			242,688			—			2,086,943
Werner J. Schweiger			—			—			3,199,325			—			26,305,514
Gregory B. Butler			—			—			2,476			—			31,877
Christine M. Carmody			—			—			251,156			—			1,689,205
James J. Judge			—			—			730,217			—			9,226,321

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

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The discussion and tables below show compensation payable to each Named Executive Officer who is still an employee of Eversource, 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, 2021, the last business day of the fiscal year.

Generally, a “change in control” means a change in ownership or control effected through (i) the acquisition of 30 percent or more of the combined voting power of common shares or other voting securities (20 percent for Mr. Butler, excluding certain defined transactions); (ii) the acquisition of more than 50 percent of our common shares, excluding certain defined transactions (for Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody); (iii) a change in the majority of the Eversource Board of Trustees, unless approved by a majority of the incumbent Trustees; (iv) certain reorganizations, mergers or consolidations where substantially all of the persons who were the beneficial owners of the outstanding common shares immediately prior to such business combination do not beneficially own more than 50 percent of the voting power of the resulting business entity (excluding in certain cases defined transactions); and (v) complete liquidation or dissolution of Eversource, or a sale or disposition of all or substantially all of the assets of Eversource other than, for Mr. Butler, to an entity with respect to which following completion of the transaction more than 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” or voluntary termination of employment for “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” and, in the absence of this provision, potential acquirers would have an incentive to constructively terminate executives to avoid paying severance. Termination for “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 Eversource property; gross misconduct or gross negligence in the course of employment or gross neglect of duties harmful to Eversource; or a material breach of obligations under the agreement. “Good reason” for termination generally exists after assignment of duties inconsistent with executive’s position, a material reduction in compensation or benefits, a transfer more than 50 miles from the executive’s pre-change in control principal business location (or for Messrs. Nolan, Lembo, Schweiger and Judge and Ms. Carmody, an involuntary transfer outside the greater Boston 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 this Annual Report on Form 10-K.

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 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 Benefits in 2021” for information about the pension program, supplemental program and other benefits, and the section captioned “Nonqualified Deferred Compensation in 2021.”

POST-EMPLOYMENT COMPENSATION PAYMENTS UPON TERMINATION

Name			Type of Payments			Voluntary Termination			Involuntary Termination Not for Cause			Termination Upon Death or Disability			Termination Following a Change in Control
Joseph R. Nolan, Jr.			Annual Incentives (1)			$	—		$	—		$	—		$	1,320,000
			Performance Shares (2)			1,609,655			1,609,655			1,609,655			2,593,391
			RSUs (3)			568,869			568,869			568,869			1,108,723
			Special Retirement Benefit (4)			—			—			—			23,885,917
			Health and Welfare Benefits (5)			—			—			—			94,206
			Perquisites (6)			—			—			—			16,500
			Excise Tax and Gross-ups (7)			—			—			—			12,367,402
			Separation Payment for Liquidated Damages (8)			—			—			—			5,922,000
			Total			$	2,178,524		$	2,178,524		$	2,178,524		$	47,308,139
Philip J. Lembo			Annual Incentives (1)			$	—		$	—		$	—		$	576,000
			Performance Shares (2)			1,554,967			1,554,967			1,554,967			1,829,065
			RSUs (3)			689,217			689,217			689,217			1,305,186
			Special Retirement Benefit (4)			—			—			—			2,252,534
			Health and Welfare Benefits (5)			—			—			—			47,100
			Perquisites (6)			—			—			—			11,000
			Separation Payment for Liquidated Damages (8)			—			—			—			3,340,000
			Total			$	2,244,184		$	2,244,184		$	2,244,184		$	9,360,885
Werner J. Schweiger			Annual Incentives (1)			$	—		$	—		$	—		$	616,000
			Performance Shares (2)			2,036,802			2,036,802			2,036,802			3,229,707
			RSUs (3)			715,871			715,871			715,871			1,372,677
			Special Retirement Benefit (4)			—			—			—			2,014,920
			Health and Welfare Benefits (5)			—			—			—			76,694
			Perquisites (6)			—			—			—			16,500
			Separation Payment for Liquidated Damages (8)			—			—			—			5,160,000
			Total			$	2,752,673		$	2,752,673		$	2,752,673		$	12,486,498
Gregory B. Butler			Annual Incentives (1)			$	—		$	—		$	—		$	469,000
			Performance Shares (2)			1,562,295			1,562,295			1,562,295			2,411,585
			RSUs (3)			544,029			544,029			544,029			1,014,649
			Health and Welfare Benefits (5)			—			25,470			—			38,205
			Perquisites (6)			—			10,000			—			16,500
			Separation Payment for Liquidated Damages (8)			—			1,139,000			—			1,139,000
			Separation Payment for Non-Compete Agreement (9)			—			1,139,000			—			2,278,000
			Total			$	2,106,324		$	4,419,794		$	2,106,324		$	7,366,939
Christine M. Carmody			Annual Incentives (1)			$	—		$	—		$	—		$	379,000
			Performance Shares (2)			1,261,852			1,261,852			1,261,852			1,947,763
			RSUs (3)			439,450			439,450			439,450			819,483
			Health and Welfare Benefits (5)			—			—			—			8,864
			Perquisites (6)			—			—			—			11,000
			Separation Payment for Liquidated Damages (8)			—			—			—			3,486,340
			Total			$	1,701,302		$	1,701,302		$	1,701,302		$	6,652,450
James J. Judge			Annual Incentives (1)			$	—		$	—		$	—		$	1,404,000
			Performance Shares (2)			8,601,402			8,601,402			8,601,402			13,232,101
			RSUs (3)			2,992,104			2,992,104			2,992,104			5,560,302
			Health and Welfare Benefits (5)			—			—			—			103,951
			Perquisites (6)			—			—			—			16,500
			Excise Tax and Gross-Ups (7)			—			—			—			657,823
			Separation Payment for Liquidated Damages (8)			—			—			—			11,250,000
			Total			$	11,593,506		$	11,593,506		$	11,593,506		$	32,224,677

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

(2) For Voluntary Termination and Involuntary Termination Not For Cause, and Termination Upon Death or Disability: Represents 100 percent of the performance share awards under the 2019 – 2021 Long-Term Incentive Program, 67 percent of the performance share awards under the 2020 – 2022 Long-Term Incentive Program, and 33 percent of the performance share awards under the 2021 – 2023 Long-Term Incentive Program. The values were calculated by multiplying the number of RSUs by $90.98, the closing price of Eversource common shares on December 31, 2021, the last trading day of the year. For Termination Following a Change in Control: Represents 100 percent of the performance share awards under each of the three Programs noted in the previous two sentences.

(3) For Voluntary Termination and Involuntary Termination Not For Cause, and Termination Upon Death or Disability: Represents values of RSUs granted under our long-term incentive programs that, at year-end 2021, were unvested under applicable vesting schedules. Under these programs, RSUs vest pro rata

based on credited service years and age at termination, and time worked during the vesting period. For all, the values were calculated by multiplying the number of RSUs by $90.08, the closing price of Eversource common shares on December 31, 2021, 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 2021, were unvested under applicable vesting schedules, all of which vest in full.

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

(5) The amount noted in the Involuntary Termination, Not for Cause: Represents for Mr. Butler the value of two years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes thereon. For Termination Following a Change in Control: represents estimated Company cost at year-end 2020 (estimated by our consultants) of providing post-employment health and welfare benefits beyond those available to non-executives upon involuntary termination. The amounts shown in the table for Messrs. Nolan, Schweiger and Judge represent the value of three years (two years for Mr. Lembo and Ms. Carmody) continued health and welfare plan participation. The amounts shown in the table for Mr. Butler represent the value of three years’ employer contributions toward active health, long-term disability, and life insurance benefits, plus a payment to offset any taxes on the value of these benefits, less the value of one year of retiree health coverage at retiree rates.

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

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

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

(9) For Involuntary Termination, Not For Cause and Termination Following a Change in Control: Represents payments made under agreements or Eversource programs to Mr. Butler as consideration for agreement not to compete with Eversource 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

Eversource's Chief Executive Officer to median employee pay ratio is calculated pursuant to the requirements of Item 402(u) of Regulation S-K. Eversource identifies a new median employee each year. For 2021, Eversource identified the median employee by reviewing the 2021 total cash compensation of all full-time employees, excluding our Chief Executive Officer, who were employed by Eversource and its subsidiaries on December 31, 2021. In Eversource's assessment of median employee compensation, pay was annualized for those employees who commenced work during 2021. Otherwise, no assumptions, adjustments, or estimates were made with respect to total cash compensation, and the compensation for any full-time employees who were not employed by Eversource at the end of 2021 was not annualized. Eversource believes the use of total cash compensation for all employees is a consistently applied compensation measure, as Eversource does not widely distribute annual equity awards to employees.

After identifying the median employee based on total cash compensation, Eversource calculated the annual total compensation for such employee using the same methodology used for its Named Executive Officers as set forth in the 2021 Summary Compensation Table.

Mr. Nolan had 2021 annual total compensation of $6,467,078, as reflected in the Summary Compensation Table. Eversource’s median employee’s annual total compensation for 2021 was $133,297. Eversource’s 2021 Chief Executive Officer to median employee pay ratio is 49 to 1.

EXHIBIT A

Adjusted Earnings (Non-GAAP)

We use Adjusted Earnings (non-GAAP) and its per share impact as our principal financial measure of operating performance because management believes it best reflects our baseline operating performance and provides additional and useful information in analyzing historical and future performance of our business and for planning and forecasting of future periods.

Adjusted Earnings (non-GAAP) is defined as Net Income Attributable to Common Shareholders excluding the following adjustments: (1) charges in 2021 at CL&P related to a settlement agreement that included credits to customers and funding of various customer assistance initiatives and a storm performance penalty imposed on CL&P by PURA, (2) Columbia Gas acquisition and transition costs in 2021 and 2020, and (3) an

impairment charge for our Northern Pass Transmission project in 2019. We believe the impacts of the CL&P settlement agreement and the storm performance penalty imposed on CL&P by PURA, Columbia Gas acquisition and transition costs, and the impairment charge for our Northern Pass Transmission project are not indicative of our ongoing costs and performance.

With respect to the 2021 EPS performance goal, the Compensation Committee discussed this goal at length at both its December 2021 and February 2022 meetings. The Committee first noted 2021 adjusted earnings to be $3.86 per share, a 6% growth over 2020, substantially above the average industry growth of 4.8%. Following those discussions, the Compensation Committee determined that it would assess the earnings per share goal based on Adjusted Earnings. The Compensation Committee considered the fact that the PURA storm related settlement and the integration costs of the complex Columbia Gas asset acquisition, which were for 2021 the two costs excluded in the calculation of Adjusted Earnings, were appropriate to be excluded and in the best interests of customers and shareholders. The PURA settlement adjustment to earnings was part of a comprehensive resolution of several important issues which was seen by the investment community as a positive outcome for all stakeholders, both for 2021 and the longer term. The integration of Columbia Gas was the culmination of a timely significant strategic opportunity for the Company and its customers, completed in an accelerated timeframe, under budget, with constructive regulatory outcomes. Please also see Item 7 of this Form 10-K.

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

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