Gregory B. Butler
Executive Vice President and General Counsel at ES
Executive
About Gregory B. Butler
Gregory B. Butler is Executive Vice President and General Counsel of Eversource Energy and was a Named Executive Officer (NEO) for 2024. Eversource’s 2024 results that influenced executive pay included non‑GAAP EPS of $4.57 (up 5.3% YoY), dividend growth of 5.9%, top‑decile reliability (21.2 months between interruptions) and restoration (63.5 minutes), while relative TSR under the 2022–2024 PSU program landed in the bottom quartile, driving a below‑target PSU payout . The company’s annual bonus scorecard weighted financial (70%) and operational (30%) goals; the Compensation Committee reduced the EPS component payout to 75% in light of GAAP losses tied to strategic divestitures despite strong non‑GAAP EPS growth .
Past Roles
Not disclosed in the proxy materials reviewed.
External Roles
Not disclosed in the proxy materials reviewed.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 685,387 | 703,421 | 727,156 |
| All Other Compensation ($) | 12,106 | 13,652 | 10,919 |
| Company 401(k) Match (included in All Other) ($) | n/a | n/a | 10,350 |
| Pension – Change in PVAB ($) | — | 55,219 | — |
Notes:
- 401(k) match of $10,350 for Butler in 2024; Butler did not receive perquisites >$10,000 in 2024 .
- The pension line reflects the SEC “Change in Pension Value and Non‑Qualified Deferred Earnings” column in the SCT .
Performance Compensation
Annual Incentive (AIP) – Structure, Metrics, Outcomes (Company Scorecard)
| Metric (Weight) | Target | Actual | Payout vs Target |
|---|---|---|---|
| Non‑GAAP EPS (60%) | $4.52/share | $4.57/share | 75% (Committee‑reduced) |
| Dividend Growth (10%) | > Industry median | 5.9% vs 5.3% median | 160% |
| Strategic Initiatives & Regulatory (30%) | Multiple initiatives | Achieved (e.g., wind exit, Aquarion sale agreement, ESMP approval, RAM) | 160% |
| Reliability – MBI (25% of Operational) | 17.7–19.7 months | 21.2 months | 190% |
| Restoration – SAIDI (25% of Operational) | 62–74 minutes | 63.5 minutes | 185% |
| Safety DART, Gas Response, Diverse Leadership, Sustainability, Customer/Clean Energy (50% of Operational) | Various | Mixed (most achieved/exceeded; Sustainability 70%) | 70–175% by sub‑metric |
Overall: Financial performance 109% (weighted 70% = 76% contribution); Operational performance 161% (weighted 30% = 49%); Total AIP result = 125% of target .
Annual Incentive – Butler’s Award
| AIP Element | 2024 |
|---|---|
| Threshold ($) | 256,000 |
| Target ($) | 512,000 |
| Maximum ($) | 1,024,000 |
| Actual Payout ($) | 600,000 |
Long‑Term Incentive (LTI) – Program Design
- Mix: Performance Shares (PSUs, 75% of LTI) with 3‑year EPS growth and relative TSR vs EEI Index; RSUs (25% of LTI) vest ratably over 3 years .
- Grant timing: January 31, 2024 .
- Options: none granted since 2002 .
2024 LTI Grants – Butler
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | RSUs Granted (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (2024–2026) | 1/31/2024 | — | 18,275 | 36,550 | — | — |
| RSUs (3‑yr ratable) | 1/31/2024 | — | — | — | 6,092 | 1,219,021 |
PSU performance matrices (EPS growth and relative TSR vs EEI) govern 0–200% payout .
LTI Vesting / Realization
| Item | Detail |
|---|---|
| RSU Vesting Schedule (2024 grants) | Vest on Feb 15, 2025/2026/2027; Butler’s RSUs outstanding at 12/31/2024 were scheduled: 4,918 (2/15/2025), 3,576 (2/15/2026), 2,130 (2/15/2027) . |
| PSUs Outstanding at 12/31/2024 (Target) | 44,264 PSUs (2022–2024, 2023–2025, 2024–2026) with $2,542,069 market value at $57.43/share . |
| PSU Payout (2019–2021; 2020–2022; 2021–2023) | Not specifically itemized for Butler; company reported 2021–2023 PSU payouts below target for NEOs . |
| PSU Payout (2022–2024) | Company payout 68% of target (reduced to ~40% of grant-date fair value due to share price); Butler received 8,220 shares . |
| 2024 Stock Vested (Total) | 11,810 shares vested; value realized $677,491 (mix of RSUs/PSUs from prior programs) . |
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 685,387 | 703,421 | 727,156 |
| Stock Awards (Grant‑date fair value) | 1,335,961 | 1,361,778 | 1,219,021 |
| Non‑Equity Incentive (AIP) | 720,000 | 468,000 | 600,000 |
| Change in Pension Value | — | 55,219 | — |
| All Other Compensation | 12,106 | 13,652 | 10,919 |
| SEC Total | 2,753,454 | 2,602,071 | 2,557,096 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (2/24/2025) – total shares | 81,868 |
| of which RSUs/Deferred Shares included (no voting) | 11,931 |
| 401(k) Eversource Common Shares Fund Units | 8,314 |
| Ownership as % of outstanding shares | ~0.02% (81,868 / 367,081,902) |
| RSUs Unvested at 12/31/2024 (and value at $57.43) | 10,624 ($610,152) |
| PSUs Unvested at 12/31/2024 (target; value at $57.43) | 44,264 ($2,542,069) |
| Hedging & Pledging | Prohibited for executives; no pledging allowed |
| Ownership Guidelines | EVP guideline = 3x base salary; executives must hold net shares until guideline met; officers have satisfied or are on track |
Employment Terms
| Scenario | Cash Severance | AIP | PSUs | RSUs | Health & Welfare | Perqs | Excise Tax Gross‑Up | Total |
|---|---|---|---|---|---|---|---|---|
| Voluntary Termination | — | — | 2,542,069 | 610,152 | — | — | — | 3,152,221 |
| Involuntary Not for Cause | 2,488,000 | — | 2,542,069 | 610,152 | 47,824 | 24,000 | — | 5,712,045 |
| Death/Disability | — | — | 2,542,069 | 610,152 | — | — | — | 3,152,221 |
| Change in Control (Double Trigger) | 3,732,000 | 680,000 | 2,542,069 | 610,152 | 71,736 | 36,000 | — | 7,671,958 |
Additional terms and policies:
- Double‑trigger CIC vesting and severance (termination without cause or for good reason within CIC period) .
- Clawback: SEC‑compliant financial restatement clawback plus conduct‑based clawback in Incentive Plan .
- Gross‑ups: Company prohibits gross‑ups in new or materially amended agreements; historical proxies (2017–2022) disclosed 280G gross‑up provisions for certain executives including Butler; current 2024 table shows excise tax gross‑up amount only for CEO .
Pension, Deferred Compensation & Other Benefits
| Program | Butler’s Amount/Status |
|---|---|
| Pension – Present Value (12/31/2024): Qualified Plan | $1,528,980 |
| Pension – Present Value: Supplemental (Excess) | $6,190,291; $3,404,391 (supplemental components) |
| Deferred Compensation – Aggregate Balance | $25,370 (2024 earnings $210; no contributions) |
| 401(k) Employer Match (2024) | $10,350 |
| Perquisites (2024) | No perqs >$10,000 |
Track Record, Value Creation and Execution Risk (Company context influencing pay)
- 2024 performance highlights: non‑GAAP EPS $4.57 (up 5.3% YoY); dividend raised 5.9% to $2.86; ESMP approval; RAM and other constructive regulatory outcomes; completion of offshore wind exit and Aquarion sale agreement positioning ES as pure‑play T&D/gas utility .
- Operational excellence: top‑decile reliability (MBI 21.2) and restoration (63.5 minutes); gas emergency on‑time response 98.1% .
- Long‑term alignment: 2022–2024 PSUs paid at 68% of target (about 40% of grant-date value after price effect) due to bottom‑quartile TSR despite above‑target EPS growth, demonstrating pay‑for‑performance sensitivity to shareholder returns .
Compensation Committee & Governance
- Compensation Committee: Daniel J. Nova (Chair), John Y. Kim, David H. Long, Frederica M. Williams .
- Key policies: no hedging/pledging; double‑trigger CIC; clawbacks; majority of LTI in performance equity; limited executive trading windows .
Risk Indicators & Red Flags
- Historical 280G excise tax gross‑up language referenced in prior proxies; company now prohibits gross‑ups in new/materially amended agreements—legacy provisions may persist depending on contract status .
- No hedging/pledging allowed; ownership and post‑vest holding requirements mitigate misalignment risk .
- No option repricing; no options granted since 2002, limiting leverage risk .
Equity Overhang and Near‑Term Vesting (Insider selling pressure)
- Unvested RSUs scheduled to vest on 2/15/2025 (4,918), 2/15/2026 (3,576), 2/15/2027 (2,130), creating predictable windows of potential share sales subject to trading windows .
- 44,264 PSUs outstanding at target across 2023–2025 and 2024–2026 cycles; realized payout contingent on EPS growth and relative TSR outcomes .
Investment Implications
- Alignment: Butler’s pay mix is heavily at‑risk via PSUs and RSUs with stringent clawbacks, ownership/holding rules, and no hedging/pledging, which aligns management with TSR and EPS growth outcomes .
- Retention: Significant pension value and time‑based RSU/PSU overhang, plus double‑trigger CIC protections, reduce near‑term retention risk; however, PSU payouts have been below target due to TSR underperformance, putting more weight on future execution and share price recovery .
- Overhang/Selling Pressure: Scheduled RSU vesting dates and performance share settlements could create episodic selling, but trading windows and ownership requirements moderate this risk .
- Governance: Modern policies (clawbacks, no pledging, double‑trigger CIC) and a balanced scorecard (EPS, dividend growth, operational excellence) support pay‑for‑performance; legacy 280G constructs should be monitored for potential shareholder optics if still applicable .