Frederica M. Williams
About Frederica M. Williams
Frederica M. Williams (age 66) has served as an independent Trustee of Eversource Energy since 2012, and currently sits on the Audit and Compensation Committees . She is President and Chief Executive Officer of Whittier Street Health Center (Boston) since 2002; previously SVP of Administration & Finance and CFO at the Dimock Center. Education includes ICSA (UK) fellowship, a Harvard Extension graduate certificate in Administration & Management, and an MBA in Finance from Anna Maria College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whittier Street Health Center | President & CEO | 2002–present | Leads an urban community healthcare facility serving Boston and surrounding communities |
| Dimock Center | SVP Administration & Finance; CFO | Prior to 2002 | Senior financial leadership at a large health care and human services facility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana-Farber Cancer Institute | Board of Trustees member | Not disclosed | Governance role at a leading cancer institute |
| Massachusetts League of Community Health Centers | Board of Trustees member | Not disclosed | Statewide CHC advocacy and oversight |
| Boston Health Net | Board member | Not disclosed | Network governance supporting community health |
| NACD | Fellow | Not disclosed | Corporate governance credentials (NACD Fellow) |
| Massachusetts Women’s Forum; International Women’s Forum; WBL (U.S. Health Care) | Member | Not disclosed | Leadership networks; industry engagement |
Board Governance
- Committee assignments: Audit (member) and Compensation (member). Audit Committee met 6 times in 2024; Compensation Committee met 4 times .
- Independence: Board determined Ms. Williams and all Trustees (except the CEO) are independent, including enhanced independence criteria for Audit and Compensation Committees, as of January 29, 2025 .
- Attendance: In 2024 the Board held 8 meetings (28 including committees); each Trustee attended at least 75% of aggregate meetings, and all Trustees attended the May 1, 2024 Annual Meeting .
- Board structure: Lead Independent Trustee role exists (held by Daniel J. Nova) with executive sessions at least three times per year; all standing committees are composed solely of independent Trustees .
| Governance Element | Detail |
|---|---|
| Trustee since | 2012 |
| Independence | Yes (Audit/Compensation enhanced criteria) |
| Committees | Audit (member); Compensation (member) |
| 2024 Board meetings | 8 Board; 28 total incl. committees |
| Attendance threshold met | ≥75% for all Trustees |
| Lead Independent structure | Robust responsibilities; independent-only sessions |
Fixed Compensation
| Compensation Element (Directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | $120,000 | Standard non-employee Trustee retainer |
| Committee Chair Retainers | Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $15,000; Finance Chair $15,000 | Ms. Williams is not a chair |
| Lead Independent Trustee Retainer | $35,000 | Not applicable to Ms. Williams |
| Meeting Fees | None | No attendance-based fees |
2024 cash and equity actually received (reported):
| Trustee | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Frederica M. Williams | 120,000 | 154,372.32 (3,092 RSUs granted 1/15/2025 at $55.98) | 274,372.32 |
Ownership guidelines for Trustees: required to attain ownership equal to at least 5x the annual cash retainer; Trustees must defer or hold all shares awarded as annual stock retainers until guidelines are met .
Performance Compensation
Directors’ equity compensation is time-based RSUs; no performance metrics apply to Trustees’ annual grants.
| Equity Element | Grant Detail | Vesting | Deferral/Distribution | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (2024 program cycle) | RSUs determined by $165,000 divided by avg. closing price prior to grant; 3,092 RSUs granted to all Trustees on Jan 15, 2025 valued at $154,372.32 | Generally vest the next business day (Jan 16, 2025) | Trustees may elect deferral; undistributed shares deferred until 10th business day of January following retirement | None for directors (executive plan metrics do not apply to Trustees) |
Plan safeguards: no hedging/pledging; no option repricing; dividend payments only after vesting; expanded clawback provisions apply under the Incentive Plan and Executive Clawback Policy (double-trigger CIC for executives; Plan provisions cover participants) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Williams (only non-profit roles listed) .
- Committee interlocks: Company discloses no Compensation Committee interlocks or insider participation; no ES executive serves on boards/comp committees of companies where ES Compensation Committee members are executive officers .
Expertise & Qualifications
- Regulated-industry leadership (community healthcare CEO >20 years), financial management (former CFO), governance credentials (NACD Fellow), and community engagement .
- Audit-relevant literacy: all Audit members meet SEC/NYSE financial literacy; Board identifies Audit Chair financial expert; Ms. Williams is an Audit Committee member (not designated “financial expert”) .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership (incl. RSUs/deferred) | 24,221 shares (beneficially owned; includes RSUs/deferred shares; no voting/investment power over these units) |
| RSUs credited as stock compensation at 12/31/2024 (incl. dividend equivalents) | 22,671 RSUs |
| Options | None; company does not currently grant stock options |
| Pledging/Hedging | Prohibited by policy |
Note: Percent of shares outstanding and vested vs. unvested split are not disclosed for Ms. Williams .
Governance Assessment
- Board effectiveness: Ms. Williams contributes regulated-industry and financial leadership on Audit and Compensation; committee independence and meeting cadence are strong (Audit 6x; Compensation 4x) .
- Alignment and incentives: Director pay mix is balanced between fixed cash ($120k) and equity (RSUs based on $165k) with robust share ownership and holding requirements (5x cash retainer; mandatory hold/deferral), supporting long-term alignment without performance gaming risk for directors .
- Independence and conflicts: Independence reaffirmed (enhanced criteria for Audit/Compensation); Related Person Transactions review found no material interests for Trustees; ordinary-course utility services deemed immaterial; political activity and insider policies are stringent (no hedging/pledging) .
- Attendance/engagement: At least 75% of meetings attended by all Trustees; all attended 2024 Annual Meeting, indicating satisfactory engagement .
- Shareholder signals: Say-on-Pay approval 85.59% in 2024 suggests broad investor support for compensation governance and oversight; continued annual advisory vote and engagement program underscores responsiveness .
RED FLAGS: None observed specific to Ms. Williams—no related-party transactions; no hedging/pledging; no delinquent filings noted; director compensation is standard for peers with no tax gross-ups for Trustees and no meeting fees that could bias decisions .
Compensation structure changes: For 2025, annual cash retainer increased to $125,000 and RSU base to $175,000; Finance and Governance Chair fees increased by $5,000—modest inflationary adjustments, not indicative of pay inflation risk for directors .