John M. Moreira
Executive Vice President, Chief Financial Officer and Treasurer at ES
Executive
About John M. Moreira
Executive Vice President, Chief Financial Officer and Treasurer of Eversource Energy (ES) since May 4, 2022, after internal promotions across finance roles since 2015 . The 2024 compensation scorecard ties pay to financial and operating outcomes: non‑GAAP EPS was $4.57 vs. $4.52 goal, dividend grew 5.9%, and overall annual incentive performance was 125% of target at the company level . Long‑term incentives (PSUs) vest based on 3‑year EPS growth and relative TSR; the 2022–2024 program vested at 68% of target (and ~40% of original grant value after share price effects), reflecting relative TSR underperformance in 2021–2024 despite positive TSR earlier in the 5‑year window .
Prior age/education not disclosed in the filings reviewed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eversource Energy | EVP, CFO & Treasurer | 2022–present | Helped steer balance sheet de‑risking and capital allocation amid offshore wind exit, Aquarion sale agreement and constructive regulatory outcomes (inputs to 2024 AIP strategic initiatives) . |
| Eversource Energy | SVP – Finance & Regulatory and Treasurer | 2018–2022 | Led finance and regulatory planning; elevated to CFO with updated pay structure (base $625k; AIP target 80% of salary; LTI target 220% of salary) . |
| Eversource Energy | VP – FP&A | 2015–2018 | Oversaw financial planning and analysis across the enterprise . |
External Roles
- Not disclosed in reviewed documents.
Fixed Compensation
| Year | Base Salary ($) | Target AIP ($) | Actual AIP Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 826,925 | 680,000 (target for 2024 AIP) | 1,000,000 | Company AIP outcome 125% overall (individual awards reflect company and individual assessments) . |
| 2023 | 721,156 | Not disclosed | 564,000 | 2023 company AIP weighted outcomes reflected EPS zeroed due to impairment and strong ops . |
| 2022 | 543,056 | At appointment: 80% of salary | 900,000 | Appointed CFO May 4, 2022 . |
Performance Compensation
Annual Incentive Program (AIP) – Company Scorecard (2024)
| Metric (weight) | Target | Assessment | Payout factor |
|---|---|---|---|
| Non‑GAAP EPS (60%) | $4.52 | Achieved $4.57; Committee reduced payout to reflect losses from asset sales | 75% . |
| Dividend growth (10%) | > industry median | 5.9% vs. EEI median 5.3% | 160% . |
| Strategic initiatives & regulatory outcomes (30%) | Advance key projects | Multiple constructive outcomes across CT/MA/NH and portfolio actions | 160% . |
| Reliability (25% of ops) | MBI 17.7–19.7 months | 21.2 months | 190% . |
| Restoration (25% of ops) | SAIDI 62–74 minutes | 63.5 minutes | 185% . |
| Safety (within ops) | DART 0.85–1.30 | 0.76 | 170% . |
| Gas response (within ops) | 96%–98% on‑time | 98.1% | 175% . |
| Diversity, Sustainability, Customer/Clean Energy (within ops) | Various | Mixed: diversity met; sustainability below target; customer/clean energy achieved | 70%–150% . |
| Overall outcome | — | Financial 109% (70% weight), Operational 161% (30% weight) | 125% . |
Long‑Term Incentive (LTI) – Structure and 2024 Grants
- Vehicles and metrics: 75% PSUs and 25% RSUs at grant (company practice; PSUs measured on 3‑yr average diluted EPS growth and 3‑yr relative TSR vs. EEI Index; payout 0–200%) .
- John M. Moreira 2024 grants (1/31/24):
- PSUs (2024–2026 target units): 31,240 .
- RSUs: 10,413; RSUs vest ratably over 3 years .
- Recent PSU vesting outcome: 2022–2024 program paid 68% of target (with realized value ~40% of grant after share price) on 5.3% 3‑yr adjusted EPS growth and bottom‑quartile TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 44,273 common shares (includes 6,531 shares via 401k fund and 23,133 RSUs/deferred units without voting power) . |
| Unvested RSUs (12/31/2024) | 15,351 units (market value $881,591 at $57.43) . |
| Unearned PSUs (target, 12/31/2024) | 54,334 units (market/payout value $3,120,396 at $57.43) . |
| 2025–2027 RSU vesting schedule | 6,037 (2/15/2025); 5,674 (2/15/2026); 3,640 (2/15/2027) . |
| Options | Company has not granted options since 2002; no option exercises in 2024 . |
| Ownership guidelines | EVP: 3× base salary; must hold 100% of net shares until met; all officers are compliant or on track . |
| Hedging/pledging | Prohibited (no hedging, pledging, margin, short sales or similar) . |
Employment Terms
| Provision | Key terms |
|---|---|
| Appointment & initial targets | Appointed EVP, CFO & Treasurer effective May 4, 2022; base $625,000; AIP target 80% of salary; LTI target 220% of salary . |
| Change‑in‑Control (CIC) severance | Cash: 2× (salary + target AIP); AIP at target (pro‑rated) paid; 100% acceleration of unvested RSUs and performance shares at target; healthcare benefits for 2× period; no excise tax gross‑up . |
| Involuntary termination (not for cause) | Cash: 1× (salary + target AIP); healthcare 1×; no AIP payout (unless CIC or retirement eligible); unvested equity forfeited unless retirement eligible . |
| Illustrative values (as of 12/31/2024) | Involuntary not for cause total: $3,403,257 (incl. $1,530,000 cash; $22,097 healthcare; plus outstanding equity treatment noted) . CIC total: $7,786,182 (incl. $3,060,000 cash; $680,000 AIP at target; $3,120,396 PSUs at target; $881,591 RSUs; $44,195 healthcare) . |
| Clawback | SEC‑compliant clawback for restatements; additional clawback for willful material Code violations; applies to incentive pay . |
| Trading windows | Limited executive trading windows . |
Multi‑Year Compensation Summary (NEO disclosure)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Change in Pension Value ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 826,925 | 2,083,794 | 1,000,000 | 854,742 | 25,760 | 4,791,221 |
| 2023 | 721,156 | 1,915,025 | 564,000 | 981,136 | 27,436 | 4,208,753 |
| 2022 | 543,056 | 362,099 | 900,000 | 419,646 | 12,200 | 2,237,001 |
Notes: 2024 “All Other Comp” included financial planning services ($5,000) and a company‑owned vehicle ($6,960) . RSUs vested/acquired in 2024 totaled 4,765 shares for Mr. Moreira (value $272,867 at $58.62) .
Pension and Deferred Compensation
- Present value of accumulated benefits (12/31/2024): Qualified Plan $959,290; Supplemental Excess Plan $2,990,437 (total ≈ $3.95 million). Values reflect plan‑specified assumptions and the earliest unreduced retirement age 62 .
- Nonqualified deferred compensation program available (see plan disclosures in proxy) .
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation Committee retains independent consultant (Pay Governance), targets market‑median total direct compensation; committee met four times in 2024 .
- 2024 Say‑on‑Pay support: 85.59% of votes cast in favor (for 2023 pay) .
Performance & Track Record (context for incentives)
- 2024: Non‑GAAP EPS $4.57 vs. $4.52 goal; dividend up 5.9%; operational metrics in top decile (MBI 21.2 months; SAIDI 63.5 minutes) .
- Long‑term: Company delivered positive TSR for the first three years of a 5‑year window but lagged the EEI Index in 2021–2024; PSU outcomes reflect this via reduced vesting (68% for 2022–2024 program; realized value ~40% of grant) .
Investment Implications
- Pay alignment: Heavy emphasis on at‑risk equity (PSUs tied to EPS growth and relative TSR) and company scorecard (EPS, dividend growth, strategic outcomes, safety/reliability) indicates strong linkage between compensation and long‑term value creation .
- Vesting and potential selling pressure: RSUs vest annually in February (e.g., 6,037 on 2/15/2025; 5,674 on 2/15/2026; 3,640 on 2/15/2027), which may create concentrated windows for potential insider sales, subject to trading windows and ownership‑holding requirements .
- Retention and CIC risk: Double‑trigger CIC provisions with full acceleration at target and 2× cash multiple (salary + target bonus) for senior executives balance retention with shareholder alignment; no excise tax gross‑up for Mr. Moreira reduces governance risk .
- Governance safeguards: Robust clawback, no hedging/pledging, ownership guidelines (3× salary for EVPs) and strong say‑on‑pay support collectively reduce pay‑and‑governance risk .