EVERSOURCE ENERGY (ES)
Sector: Utilities
2026 Annual Meeting Analysis
EVERSOURCE ENERGY · Meeting: May 6, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Trustees
Long-tenured director (since 1992) with relevant leadership and financial experience; TSR trigger fires on 3-year basis (ES trailed peer median by 45.0pp vs. 35pp threshold), but the 5-year gap of -62.7pp against peer median does not exceed the 35pp threshold applicable to a low-positive absolute 5-year TSR tier, meaning the longer track record is adequate and the vote is downgraded from AGAINST to FOR per the 5-year mitigant; no overboarding, attendance, or independence issues identified.
Director since 2018 with relevant community, regulatory, and governance experience; TSR trigger fires on 3-year basis but 5-year mitigant applies (same reasoning as slate), downgrading vote to FOR; no overboarding, attendance, or independence issues identified.
Director since 2020 with financial and community health experience; TSR trigger fires on 3-year basis but 5-year mitigant applies, downgrading vote to FOR; no overboarding, attendance, or independence issues identified.
Director since 2023 with over 20 years of CFO experience and CPA designation providing strong financial expertise for audit committee service; joined after the underperformance period was already substantially established, and 5-year mitigant further supports a FOR vote; no overboarding, attendance, or independence issues identified.
Director since 2018 with extensive financial services and investment experience; TSR trigger fires on 3-year basis but 5-year mitigant applies, downgrading vote to FOR; serves on boards of several privately held companies and one public company (Franklin Resources), which does not constitute overboarding; no attendance or independence issues identified.
Director since 2019 with over 35 years of experience in regulated financial services and CEO-level leadership; TSR trigger fires on 3-year basis but 5-year mitigant applies, downgrading vote to FOR; no overboarding, attendance, or independence issues identified.
Director since January 2026 and therefore exempt from the TSR trigger under the 24-month new-director exemption; brings over 40 years of operational experience in a regulated industry; no overboarding, attendance, or independence issues identified.
CEO and Chairman since 2021/2022; subject to the same TSR trigger as other directors, but the 5-year mitigant applies (same reasoning as slate), downgrading vote to FOR; as a sitting CEO serving on only one public board (Eversource itself), there is no overboarding concern; Say on Pay assessment is handled separately under Proposal 2.
Director since 2023 and Lead Independent Trustee; joined after the underperformance period was already substantially established, and 5-year mitigant further supports a FOR vote; serves on ThredUp and Harley Davidson boards plus several private companies — public board count does not trigger overboarding; no attendance or independence issues identified.
Director since 2012 with over 25 years of experience in a regulated healthcare industry and strong financial background; TSR trigger fires on 3-year basis but 5-year mitigant applies, downgrading vote to FOR; no overboarding, attendance, or independence issues identified.
The 3-year TSR trigger fires for qualifying directors: Eversource trailed its compensation peer group median by 45.0 percentage points over three years against a 35pp threshold for low-positive absolute TSR. However, the 5-year relative TSR gap of -62.7pp versus the peer median does not exceed the applicable 35pp underperformance threshold when measured against a low-positive absolute 5-year TSR, meaning the longer track record is adequate and the policy requires a downgrade from AGAINST to FOR for all affected directors. Warren Robert Mudge joined in January 2026 and is fully exempt from the TSR trigger. All directors met the 75% attendance threshold, no overboarding issues were identified, and all independent directors serving on audit and compensation committees are properly classified as independent.
Say on Pay
✓ FORCEO
Joseph R. Nolan, Jr.
Total Comp
$14,987,168
Prior Support
57.13%%
The 2025 Say on Pay vote received only 57.13% support, well below the 70% threshold that normally triggers a No vote absent visible remediation — however, the company has made meaningful and specific changes in direct response to shareholder feedback, including adopting a formal formulaic balanced scorecard for the annual incentive plan with pre-established threshold, target, and maximum performance levels, setting targets above prior-year levels, and adding a cap limiting performance share payouts to 100% of target when three-year absolute TSR is negative, all of which represent genuine structural improvements rather than cosmetic changes. CEO total compensation of approximately $15.0 million is benchmarked against a utility sector large-cap peer group and the pay mix is heavily weighted toward variable and long-term equity (75% of long-term incentive tied to performance), and realized values on recent performance share awards have been substantially below grant-date values, demonstrating actual pay-for-performance sensitivity. Given the substantive responsiveness to shareholder concerns and the improved incentive structure now in place, a FOR vote is appropriate.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,711,000
Non-Audit Fees
$1,337,414
Non-audit fees (audit-related fees of $1,335,500 plus all other fees of $1,914, totaling approximately $1,337,414) represent about 23% of audit fees of $5,711,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm fully appropriate for a company of Eversource's size and complexity; auditor tenure was not disclosed in the filing so the tenure trigger cannot fire; no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Independent Board Chairman
John Chevedden is a well-known and credible individual governance activist with a strong track record of filing governance-focused proposals, and this proposal asks for a straightforward structural governance improvement — separating the Chairman and CEO roles — that is widely recognized as a best practice for independent board oversight. The prior-year vote result of 47% support is a very strong signal of real shareholder concern, crossing the 40-50% range that calls for a lean-FOR stance, and the company's response — while including some enhancements to the Lead Independent Trustee role — falls short of full remediation because it still retains the combined Chairman/CEO structure that shareholders were voting against. The company's challenges over the past several years, including offshore wind losses, credit rating pressures, and stock underperformance relative to utility peers, reinforce the case for stronger independent board leadership at this time.
Overall Assessment
The 2026 Eversource Energy annual meeting ballot includes four proposals: election of ten trustees, an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal requesting an independent board chairman. All ten director nominees receive FOR votes because, while the 3-year TSR trigger fires against the compensation peer group, the 5-year relative performance does not exceed the applicable underperformance threshold and the policy requires a downgrade to FOR; the Say on Pay vote receives a FOR determination based on substantive post-57% responsiveness including adoption of a formulaic incentive structure; the auditor ratification passes cleanly with non-audit fees at only 23% of audit fees; and the independent board chairman proposal receives a FOR vote driven by the 47% prior-year support level and a credible governance activist filer whose core ask has not been fully addressed.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing