Cotton M. Cleveland
Director at ES
Board
About Cotton M. Cleveland
Cotton M. Cleveland, 72, has served on Eversource Energy’s Board since 1992 and currently sits on the Executive, Finance, and Governance, Environmental and Social Responsibility Committees, chairing the Governance, Environmental and Social Responsibility Committee . She is President of Mather Associates, a leadership and organizational development firm, since 2012, and holds a B.S. magna cum laude from the University of New Hampshire’s Whittemore School of Business and Economics . The Board describes her qualifications as including policy-making experience in education and financial markets and prior board service at Ledyard National Bank and Bank of Ireland . All ES trustee nominees other than the CEO are independent, and ES holds independent executive sessions at least three times annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mather Associates | President | Since 2012 | Leadership and organizational development for business, public, and nonprofit organizations |
| Ledyard National Bank | Director | Current in 2023; Former by 2024–2025 | Financial and capital markets experience cited in ES qualifications |
| Bank of Ireland | Director | Prior service (dates not disclosed) | Financial markets policy-level experience |
| Main Street America Holdings, Inc. | Director/Advisory Board | Prior service (2021 advisory board; former director by 2022 and 2024) | Insurance industry exposure (noted by ES biography) |
| University System of New Hampshire | Board of Trustees Chair/Vice Chair/Member | Prior service (dates not disclosed) | Policy-level education governance experience |
| New Hampshire Women’s Foundation | Interim President & CEO | Prior service (dates not disclosed) | Nonprofit leadership |
| Leadership New Hampshire | Founding Executive Director | Prior service (dates not disclosed) | Statewide leadership development |
| New Hampshire Charitable Foundation | Incorporator | Prior service (dates not disclosed) | Community engagement |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| Ledyard National Bank | Director | Former by 2024–2025; current in 2023 |
| Bank of Ireland | Director | Prior service (not current) |
| Main Street America Holdings, Inc. | Director/Advisory Board | Prior service (not current) |
| University System of New Hampshire | Trustee (Chair/Vice Chair/Member) | Prior service (not current) |
| New Hampshire Women’s Foundation | Interim President & CEO | Prior service (not current) |
No current public company directorships are disclosed in ES proxy biographies for Ms. Cleveland; roles listed are current as of 2023 or prior, moving to “former” by 2024–2025 where noted .
Board Governance
| Category | Detail |
|---|---|
| Independence | ES states all trustee nominees other than the CEO are independent; ES holds at least three independent trustee meetings annually . |
| Committees | Executive Committee (member) ; Finance Committee (member; John Y. Kim, Chair in 2024–2025) ; Governance, Environmental and Social Responsibility Committee (Chair) . |
| Committee Meeting Cadence | Finance Committee met 4x in 2023 and 5x in 2024 ; Governance, Environmental and Social Responsibility Committee met 4x in 2023 and 4x in 2024 (5x in 2022) . |
| Attendance | Each trustee attended at least 75% of aggregate Board and committee meetings in 2020, 2021, 2022, and 2023 . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | $135,000 | $162,439.42 | $297,439.42 |
| 2023 | $135,000 | $162,687.39 | $297,687.39 |
| 2024 | $135,000 | $154,372.32 | $289,372.32 |
| Trustee Compensation Structure | Amount/Policy |
|---|---|
| Annual Cash Retainer | $120,000 (2022 schedule) ; $115,000 (2020 schedule) . |
| Annual Stock Retainer (RSUs) | $165,000 (effective 2022–2024 grants; formula-based on 10-day average price) ; $160,000 (2021 grant) . |
| Lead Independent Trustee Retainer | $35,000 (2022 schedule) ; $30,000 (2020 schedule) . |
| Committee Chair Retainers | Audit $25,000; Compensation $20,000; Governance, Environmental and Social Responsibility $15,000; Finance $15,000 (2022 schedule) . |
| Vice Chair Retainers | $7,500 for Audit and Finance Vice Chairs, effective Jan 1, 2023 . |
| Meeting Fees | None . |
| Ownership Guidelines (Trustees) | Hold at least 5x annual cash retainer; must defer/hold stock awards until guideline met . |
| Deferred Compensation | Trustees may elect to defer cash; market-based deemed investments; no above-market earnings . |
| Tax Gross-ups/Pensions | No tax gross-ups for spousal travel; no pension benefits for non-employee trustees . |
| Incentive Plan Limits | Limits trustee total annual compensation; prohibits option repricing and liberal share recycling . |
Performance Compensation
- Director equity is delivered as RSUs that generally vest the next business day; no performance conditions (no PSUs/options disclosed for trustees) .
| Grant Date | RSUs Granted to Trustees | Basis/Closing Price | Vesting |
|---|---|---|---|
| Jan 14, 2022 | 1,859 RSUs (each trustee, including Ms. Cleveland) | $87.38 closing price | Vested Jan 18, 2022 |
| Jan 17, 2023 | 1,943 RSUs (each trustee except Mr. Nova) | $83.73 closing price | Vested Jan 18, 2023 |
| Jan 15, 2025 (for 2024 service) | 3,092 RSUs (each trustee) | $55.98 closing price | Vested Jan 16, 2025 |
Other Directorships & Interlocks
- Compensation Committee interlocks: ES discloses no interlocks or insider participation with other companies’ boards involving ES executive officers or Compensation Committee members .
- Current public company boards for Ms. Cleveland are not disclosed; prior service includes Ledyard National Bank, Bank of Ireland, and Main Street America Holdings .
Expertise & Qualifications
- The Board cites Ms. Cleveland’s policy-making experience in education (USNH Board of Trustees) and finance/capital markets (Ledyard National Bank, Bank of Ireland), plus extensive board service and ties to New Hampshire providing valuable perspective .
- Leadership development expertise through Mather Associates and nonprofit leadership roles (NH Women’s Foundation; Leadership New Hampshire) .
Equity Ownership
| Date | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| March 1, 2022 | 68,943 | Includes 61,834 RSUs/deferred shares with no voting/investment power . |
| Feb 28, 2024 | 76,765 | Includes 72,000 RSUs/deferred shares with no voting/investment power . |
| Dec 31, 2022 (RSU aggregate held) | 63,746 | RSUs including dividend equivalents . |
| Dec 31, 2023 (RSU aggregate held) | 66,370 | RSUs including dividend equivalents . |
| Dec 31, 2024 (RSU aggregate held) | 69,603 | RSUs including dividend equivalents . |
| Group Ownership | Trustees/executives as a group own <1% of outstanding shares . | |
| Hedging/Pledging Policy | ES prohibits hedging, short sales, margin accounts, and pledging of Company shares by trustees and executives . | |
| Trading Windows | Trustees may transact only during approved windows; subject to ownership guideline compliance . |
Governance Assessment
- Committee leadership and engagement: Ms. Cleveland’s chair role on Governance, Environmental and Social Responsibility indicates active oversight of governance frameworks, board evaluations, independence reviews, and ESG/climate strategy, with the committee meeting 4–5 times annually in recent years .
- Independence and attendance: ES discloses consistent independence standards and at least 75% attendance by trustees across 2020–2023, supporting board effectiveness and engagement .
- Pay and alignment: Director pay mix emphasizes cash retainer plus time-based RSUs with immediate vesting; strong ownership guidelines require 5x cash retainer and share holding until compliance, and policies prohibit hedging/pledging—favorable alignment signals, though RSUs lack performance conditions typical for directors .
- Potential conflicts/red flags: No related-party transactions or compensation committee interlocks are disclosed; prior financial institution board roles (e.g., Ledyard National Bank) transitioned to “former” by 2024–2025, reducing potential interlocks . Long tenure since 1992 may invite refreshment scrutiny, albeit ES maintains retirement at 75 and conducts annual board/committee self-assessments .