Daniel J. Nova
EVERSOURCE ENERGYAbout Daniel J. Nova
Daniel J. Nova (age 63) is Lead Independent Trustee (since 2024) and a Trustee (since 2023) at Eversource Energy (ES). He is a General Partner at Highland Capital Partners (since 1996); he holds a B.S. in Computer Science & Marketing from Boston College and an MBA from Harvard Business School . The Board highlights his leadership, financial, IT, and cyber security experience and deems him independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highland Capital Partners LLC | General Partner | 1996–present | Venture leadership; technology and finance expertise |
| Highland Transcend Partners I Corp. | Director; Chief Investment Officer (per 2024 proxy) | Oct 2020–Dec 2022 | Public SPAC governance; strategic investment oversight |
| Rent the Runway, Inc. | Director; Audit & Compensation Committees (as of 2024 proxy) | Disclosed current in 2024 | Public company board/committee service (audit and comp) |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| ThredUp Inc. | Director; Compensation Committee member | Current (2025 proxy) | Public company; compensation oversight |
| Catalant Technologies, Inc. | Director | Ongoing (2025 proxy) | Private company board |
| Kyruus, Inc. | Director | Ongoing (2025 proxy) | Private company board |
| RapidSOS, Inc. | Director | Ongoing (2025 proxy) | Private company board |
| American Repertory Theater | Director | Ongoing (2025 proxy) | Non-profit governance |
| Global Newborn Solutions | Board of Advisors | Disclosed in 2024 | Advisory role |
| Whittier Street Health Center | President’s Advisory Council | Disclosed in 2024 | Advisory role |
Board Governance
- Roles: Lead Independent Trustee; Chair, Compensation Committee; Member, Executive and Finance Committees .
- Lead Independent Trustee responsibilities: presides over executive sessions; facilitates CEO–Board communications; chairs Compensation Committee; participates in CEO evaluation; meets separately with each Trustee in self-assessment; provides ongoing performance feedback to CEO .
- Committee workload (2024): Compensation met 4x; Finance met 5x; Executive met 2x; Board held 8 meetings; all Trustees attended ≥75% of aggregate Board/Committee meetings and attended the May 1, 2024 Annual Meeting .
- Independence: Board affirms Nova meets SEC/NYSE independence requirements; all committees are chaired by and consist solely of independent Trustees (except CEO on Executive Committee) .
- Interlocks: No compensation committee interlocks or insider participation conflicts reported .
Fixed Compensation
| Element | 2024 Rate/Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid to each non-employee Trustee |
| Annual Lead Independent Trustee Retainer | $35,000 | Additional cash retainer |
| Committee Chair Retainers | $20,000 (Compensation); $25,000 (Audit); $15,000 (Governance/ESR); $15,000 (Finance) | Compensation Chair applicable to Nova; Audit Vice Chair eliminated in 2024 |
| Attendance Fees | None | No per-meeting fees |
| RSU Stock Retainer | $165,000 grant-value basis | Converted to RSUs; annual grant on 10th business day of year; vest next business day; deferral allowed until post-retirement |
| 2025 Adjustments (effective Jan 1, 2025) | Cash retainer to $125,000; stock retainer basis to $175,000; +$5,000 Chair retainer for Finance and Governance | Market review by Pay Governance LLC |
| Nova – Director Compensation Received | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $70,000 | $156,666.66 |
| Stock Awards ($) | $97,573.68 (1,362 RSUs at $71.64; granted 7/5/2023; vested 7/6/2023) | $154,372.32 (3,092 RSUs at $55.98; granted 1/15/2025; vested 1/16/2025) |
| Total ($) | $167,573.68 | $311,038.98 |
| Cash Deferral Election | Deferred 100% of cash compensation (2023) | Deferred 100% of cash compensation (2024) |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (Annual Trustee Grant) | 1/15/2025 | 3,092 | $55.98 | $154,372.32 | 1/16/2025 (next business day) |
| RSUs (Prorated on initial election) | 7/5/2023 | 1,362 | $71.64 | $97,573.68 | 7/6/2023 (next business day) |
- Director equity is time-based RSUs; no performance metrics or options used for Trustees (no options; no dividends before vesting) .
Other Directorships & Interlocks
| Company | Role | Committee | Possible Interlock/Conflict |
|---|---|---|---|
| ThredUp Inc. | Director | Compensation | None disclosed; ES reports no compensation interlocks |
| Rent the Runway, Inc. | Director | Audit; Compensation | Disclosed in 2024; no ES interlocks reported |
| Highland Transcend Partners I Corp. | Director/CIO | — | Past role; no ES interlocks reported |
Expertise & Qualifications
- More than 25 years of leadership, financial, IT and cyber security experience; multi-company board/committee service; non-profit governance .
- Education: B.S., Boston College; MBA, Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2/28/2024) | 4,106 ES common shares (includes RSUs/deferred shares and dividend equivalents; no voting/investment power over such units) |
| RSUs Held (aggregate, 12/31/2024) | 7,398 RSUs including dividend equivalents |
| Ownership % of Outstanding | Trustees and executives as a group beneficially own less than 1% of outstanding shares |
| Hedging/Pledging | Prohibited for Trustees (no hedging, short sales, margin pledging; broad prohibition) |
| Trustee Ownership Guidelines | Minimum: 5× annual cash retainer market value; Trustees must hold/defer all granted shares until guidelines met |
| Trading Windows | Limited trustee trading windows; insider trading policy enforced |
Risk Indicators & RED FLAGS
- Section 16 compliance issue: Nova’s Form 3 in June 2023 inadvertently omitted 210 indirectly held shares; 16 late reports covering 19 trades in discretionary brokerage accounts; corrective Form 4 filed Sept 2024 and all short-swing profits voluntarily disgorged. Governance note: remedial action taken but represents a compliance lapse. RED FLAG (mitigated) .
- Related-party transactions: Board determined on Jan 29, 2025 that no Trustees (including Nova) had direct/indirect material interests in Company transactions >$120,000; policy overseen by Governance Committee .
- Interlocks: ES discloses no compensation committee interlocks/insider participation conflicts .
- Hedging/pledging: Prohibited, reducing alignment risk .
Insider Trades/Section 16 Summary
| Item | Detail |
|---|---|
| Initial Form 3 | Timely filed 6/9/2023, but omitted 210 indirect shares in discretionary accounts |
| Late Filings | 16 reports not timely for 19 purchases/sales tied to omitted accounts |
| Remediation | Form 4 filed Sept 2024; short-swing profits voluntarily disgorged |
Governance Assessment
- Strengths: Independent Lead Trustee with robust responsibilities; chairs Compensation Committee (CEO evaluation oversight); strong committee independence; clear no-hedging/pledging policies; rigorous trustee ownership guidelines; no related-party transactions; active meeting cadence and ≥75% attendance .
- Potential Concerns: 2024 Section 16 reporting lapses and short-swing profit scenario (albeit corrected and disgorged); multi-board commitments may pose bandwidth risks typical of venture-capital partners/directors, though ES reports no interlocks conflicts. Monitor continued Section 16 compliance and engagement levels as Compensation Chair and Lead Independent Trustee .
- Alignment Signals: 100% deferral of cash fees; mandatory holding of RSUs until guideline compliance; equity-heavy director pay structure supports long-term alignment .