Joseph R. Nolan, Jr.
EVERSOURCE ENERGYAbout Joseph R. Nolan, Jr.
Joseph R. Nolan, Jr. (age 61) is Chairman of the Board (since 2022), President and Chief Executive Officer (since 2021), and a Trustee (since 2021) of Eversource Energy. He holds a B.A. in communications and an MBA from Boston College and has served in multiple senior leadership roles across strategy, customer, and corporate relations at Eversource prior to becoming CEO; he also chairs Eversource’s Executive Committee . Under his tenure, Eversource exited offshore wind investments in 2024 and signed a definitive agreement in January 2025 to sell Aquarion, repositioning as a pure-play regulated “pipes and wires” utility; 2024 GAAP EPS was $2.27 and non-GAAP EPS was $4.57, and the Board highlighted dividend growth of 5.9% in 2024 and strong operational reliability (top decile) . In 2025, management reaffirmed EPS growth of 5–7% off a 2024 $4.57 base and narrowed 2025 non-GAAP guidance to $4.72–$4.80, with improving FFO-to-debt metrics and a $24.2B five-year capex plan focused on transmission and distribution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eversource Energy | Chairman of the Board | 2022–present | Board leadership and oversight; chairs Executive Committee |
| Eversource Energy | President & Chief Executive Officer | 2021–present | Led strategic repositioning (offshore wind exit; Aquarion sale), focus on regulated T&D |
| Eversource Energy | EVP – Strategy, Customer & Corporate Relations | 2020–2021 | Advanced strategy and stakeholder engagement |
| Eversource Energy | EVP – Customer & Corporate Relations | 2016–2020 | Customer operations, corporate affairs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NB Bancorp, Inc., Needham Bank | Director | N/D | Corporate governance experience |
| MGH Institute of Health Professionals | President’s Council | N/D | Community/health engagement |
| New England Council | Chairman’s Council | N/D | Regional policy engagement |
| Boston Children’s Hospital | Board role | N/D | Community leadership |
| Intercontinental Real Estate Corporation; Long Island, New York Association | Board role | N/D | Business network |
| Francis Ouimet Scholarship Fund; Camp Harbor View Foundation | Board role | N/D | Philanthropy |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table values):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,273,078 | $1,325,001 | $1,384,770 |
| Stock Awards (grant-date fair value) | $6,825,923 | $8,018,396 | $7,510,128 |
| Non-Equity Incentive Plan (Annual Bonus) | $2,688,000 | $1,630,000 | $2,450,000 |
| Change in Pension Value | $2,143,443 | $7,832,472 | $2,188,733 |
| All Other Compensation | $28,690 | $79,708 | $44,523 (incl. $22,500 financial planning; $7,275 vehicle; $948 home security; plus 401k match) |
| SEC Total | $12,959,134 | $18,885,577 | $13,578,154 |
Notes:
- 2024 target annual incentive set by the Committee was $1,960,000 (threshold $980,000; max $3,920,000) .
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 outcomes:
- Weighting: Financial 70% (EPS 60%; strategic initiatives 30%; dividend growth 10%); Operational 30% (Reliability 25%; Restoration 25%; Safety/Gas/Diverse Leadership/Sustainability/Customer & Clean Energy initiatives collectively 50%) .
- Committee also applied downward discretion to EPS goal payout (to 75%) given wind/Aquarion losses despite non-GAAP EPS exceeding target; overall scorecard at 125% and CEO AIP paid $2,450,000 (125% of target) .
| 2024 Metric | Weight | Target | Actual/Assessment | Payout % |
|---|---|---|---|---|
| Non-GAAP EPS | 60% (of Financial) | $4.52 | $4.57 (committee-adjusted payout) | 75% |
| Dividend Growth | 10% (of Financial) | Above industry median | 5.9% vs EEI median 5.3% | 160% |
| Strategic Initiatives & Regulatory Outcomes | 30% (of Financial) | Multi-initiative goal | Achieved (wind exit; Aquarion sale agreement; multiple regulatory approvals) | 160% |
| Reliability (MBI) | 25% (Operational) | 17.7–19.7 months | 21.2 months (top decile) | 190% |
| Restoration (SAIDI) | 25% (Operational) | 62–74 minutes | 63.5 minutes (top decile) | 185% |
| Safety (DART) | Part of 50% bucket | 0.85–1.30 | 0.76 | 170% |
| Gas Emergency Response | Part of 50% bucket | 96–98% | 98.1% | 175% |
| Diverse Leadership | Part of 50% bucket | Expand talent pool | 43.7% achieved | 100% |
| Sustainability Ranking | Part of 50% bucket | 81st–93rd percentile | 73.8% (shortfall) | 70% |
| Customer & Clean Energy Initiatives | Part of 50% bucket | Specific milestones | Achieved (140–150% per initiative group) | 140–150% |
| Overall Scorecard Result | — | — | Committee-approved | 125% |
Long-Term Incentive (LTI) structure and outcomes:
- Mix: 75% performance share units (PSUs), 25% RSUs; 100% equity-based; PSUs tied to 3-year adjusted EPS growth and relative TSR .
- 2024 grants (1/31/24): PSUs at target 225,180 units; RSUs 37,530 units; total grant-date fair value $7,510,128; RSUs vest in equal thirds over 3 years .
- PSU 2022–2024 program paid 68% of target (bottom-quartile TSR; 3-yr avg adjusted EPS growth 5.3%), ~40% of original grant-date value realized due to share price decline—evidence of pay-for-performance .
| LTI Component | 2024 Grant | Vesting | Notes |
|---|---|---|---|
| PSUs (Target) | 225,180 units | Cliff vest post-2024–2026 performance period | Metrics: adjusted EPS growth; relative TSR |
| RSUs | 37,530 units | 1/3 per year over 3 years | Dividend equivalents accrue; no payout before vest |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (incl. RSUs/deferred shares) | 236,273 shares; includes 143,063 RSUs/deferred shares; includes 24,275 shares in 401k |
| Unvested RSUs outstanding (12/31/24) | 63,244 units ($3,632,081 at $57.43) |
| Unearned PSUs outstanding (target, 12/31/24) | 256,448 units ($14,727,795 at $57.43) |
| Upcoming RSU vesting (CEO) | 28,494 vested on Feb 15, 2025; 21,632 on Feb 15, 2026; 13,118 on Feb 15, 2027 |
| Options outstanding | None; company has not granted options since 2002 |
| Anti-hedging/pledging | Prohibited (no hedging, short sales, margin, or pledging) |
| CEO ownership guideline | 6× base salary; must hold 100% of net shares until met; 5 years to comply; officers have met or are on track |
| Ownership as % of outstanding | ~0.06% (236,273 / 367,081,902 shares outstanding as of Mar 4, 2025) |
Implications:
- RSU vesting cadence creates identifiable potential sell windows each February, but a strict no-pledging policy reduces collateral-driven sale risk .
Employment Terms
| Provision | Key Terms / Amounts |
|---|---|
| Change-in-Control (CIC) protection | Double-trigger required for vesting acceleration and severance |
| CIC cash severance multiple | 3× (base salary + “relevant annual incentive award”) for CEO |
| Illustrative CIC payout (as of 12/31/24) | Cash severance $9,090,000; target AIP $1,960,000; RSUs $3,632,081; PSUs $14,727,795; special retirement benefit $3,158,549; health/welfare $106,974; perqs $60,000; 280G excise tax gross-up $7,410,591; total $40,145,991 |
| Termination without cause (non-CIC) | No CEO cash severance shown; pro-rata treatment of certain equity per plan terms |
| Clawbacks | SEC-compliant executive clawback policy; additional plan-level clawbacks for willful material violations or material covenant breaches |
| Gross-ups | Company states no tax gross-ups in new/materially amended agreements; however, existing CIC agreements provide 280G excise tax gross-up for CEO |
| Deferred comp and retirement | Non-qualified deferred comp available; supplemental non-qualified pension program targets ~60% pre-retirement income for certain officers; CEO 2024 pension value change $2,188,733 |
| Perquisites | Financial planning, vehicle, limited other perqs (see All Other Compensation) |
Board Governance
- Role and independence: Combined CEO/Chair since 2022; Nolan is not independent (8 of 9 nominees are independent). Daniel J. Nova is Lead Independent Trustee with robust duties (chairs executive sessions; leads CEO evaluation; chairs Compensation Committee) .
- Committees: CEO chairs the Executive Committee; all Audit, Compensation, Finance, and Governance committees are fully independent .
- Attendance and structure: All Trustees attended at least 75% of meetings; independent executive sessions held regularly .
- Independent Chair debate: 2025 shareholder proposal sought an independent chair; Board recommended AGAINST, citing flexibility, strong lead independent structure, and majority-independent Board .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 85.59% approval for 2023 NEO pay (May 1, 2024 meeting) |
| Compensation consultant | Pay Governance LLC advised on competitive practices; the company also engages an independent comp consultant for executive pay |
Performance & Track Record
- 2024 highlights: Non-GAAP EPS $4.57 (above $4.52 goal); wind exit completed; Aquarion sale agreement signed Jan-2025; top-decile reliability; 5.9% dividend increase; several constructive regulatory outcomes (e.g., MA ESMP approval; storm cost recovery filings) .
- 2022–2024 LTI results: PSU payout at 68% of target; realized value ~40% of grant-date value due to share price—aligning pay to shareholder outcomes .
- 2025 ongoing: Reaffirmed 2025 EPS growth plan; narrowed guidance to $4.72–$4.80; five-year capex plan $24.2B; improving Moody’s FFO/debt; CL&P downgraded to Baa1, reflecting CT regulatory backdrop; pursuing securitization of CT storm costs under new SB4 .
Compensation Structure Analysis
- Mix and at‑risk pay: At target, CEO TDC mix is heavily performance-weighted: base 12%, annual incentive 17%, PSUs 53%, RSUs 18% (70% performance-based) .
- Metric rigor and discretion: 2024 EPS goal exceeded on non-GAAP basis, yet committee reduced EPS payout to 75% due to shareholder impacts of wind/Aquarion losses—introducing downside discretion in favor of alignment .
- LTI outcomes: Below-target PSU vesting and lower realized values reflect underperformance on TSR and share price; no stock options are used (last granted 2002) .
- Governance positives: Double-trigger CIC; robust clawbacks; strict no‑hedge/no‑pledge; ownership/holding requirements (CEO 6× salary) .
- Red flags: 280G excise tax gross-up under CIC for CEO remains despite stated policy against new gross-ups; combined CEO/Chair role subject to shareholder scrutiny (independent chair proposal on ballot) .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) with shareholder proposal for independent chair; mitigated by Lead Independent Trustee with strong authority .
- CIC economics include excise tax gross-up for CEO; material potential payout magnitude ($40.1M estimate at 12/31/24) .
- CT regulatory environment: rating downgrade at CL&P; securitization timing uncertainty may push cash benefit into 2027 .
- Sustainability ranking shortfall vs target in 2024 (73.8% vs 81–93% goal) .
Employment Terms (Severance & CIC Economics)
| Element | CEO Terms (illustrative as of 12/31/24) |
|---|---|
| Severance multiple (CIC) | 3× salary + relevant annual incentive |
| Equity (CIC) | 100% of unvested RSUs and all PSUs vest; PSU payout at 100% of target under CIC |
| Additional CIC benefits | Health & welfare continuation; special retirement service credit; financial planning |
| 280G treatment | Excise tax gross-up reimbursed (contractual) |
| Clawbacks | SEC-compliant plus plan-level clawbacks |
Investment Implications
- Alignment and incentive quality: The heavy tilt to performance-based pay, below-target PSU vesting (68%), and committee discretion to reduce EPS payout support pay/performance alignment; ownership rules and no-pledging policy align skin-in-the-game while limiting forced selling .
- Retention and supply signals: Significant unvested equity (63k RSUs; 256k PSUs at target) and scheduled vesting through 2027 create retention hooks; observe February vesting windows for potential incremental insider supply, though sales may be constrained by windows and ownership requirements .
- Governance watch items: Combined Chair/CEO and legacy 280G gross-up remain focal points; 85.6% say-on-pay indicates broad support but leaves room for targeted engagement on CIC tax gross-ups and board leadership structure .
- Execution risk vs. value creation: Strategic refocus to regulated T&D is progressing (wind exit, Aquarion sale), with 2025 guidance reaffirmed and improving FFO/debt; regulatory risks (notably CT) and sustainability ranking slippage warrant monitoring for potential impacts on capital deployment, cost recovery, and incentive outcomes .
Overall, Nolan’s incentive architecture is appropriately performance-weighted with demonstrated downside sensitivity; the primary governance overhangs are the combined Chair/CEO role and the CIC excise tax gross-up. Near-term stock catalysts hinge on regulatory milestones (CT storm cost securitization path, rate outcomes), delivery of capex plan, and sustaining the reaffirmed EPS trajectory .