Loretta D. Keane
Director at ES
Board
About Loretta D. Keane
Loretta D. Keane (age 66) has served as an independent Trustee of Eversource Energy since 2023. She is a CPA and currently the Chief Financial Officer of Arcadia Solutions, LLC (since 2018). She holds a B.S. in business administration/accounting from Suffolk University and an M.S. from Bentley University, and is active in FEI, CFO Leadership Council, and NACD, and has lectured at Bentley University . The Board has affirmatively determined she is independent and designated her an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadia Solutions, LLC | Chief Financial Officer | 2018–present | CFO leadership in healthcare data platform; IT and cybersecurity experience |
| Decision Resources Group (now Clarivate) | Chief Financial Officer | Prior 20 years (part of 20-year period as CFO across companies) | Focused on organic/strategic growth in U.S. and internationally |
| Clarity Software Solutions | Chief Financial Officer | Prior 20 years (part of 20-year period as CFO across companies) | High-growth software/technology finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Executives International (FEI) | Member | Not disclosed | Professional engagement |
| CFO Leadership Council | Member | Not disclosed | Professional engagement |
| National Association for Corporate Directors (NACD) | Member | Not disclosed | Director education/engagement |
| Bentley University | Lecturer | Not disclosed | Academic contribution |
Board Governance
- Committee assignments: Audit Committee Chair; member of Executive Committee and Finance Committee .
- Independence: Board determined all Trustees (except CEO) are independent under SEC/NYSE and company guidelines; Audit Committee members are independent; Keane designated audit committee financial expert .
- Attendance and engagement: In 2024, Board held 8 meetings (4 with independent executive sessions); Board+Committees held 28 meetings; each Trustee attended at least 75% of aggregate meetings; all Trustees attended 2024 Annual Meeting . Independent Trustees meet in executive session at least three regular Board meetings per year; all committees hold executive sessions at every meeting .
- Audit Committee activity: Met six times in 2024; issued its report February 11, 2025 (signed by Keane as Chair) and recommended inclusion of audited financials in Form 10-K .
- Finance Committee activity: Met five times in 2024; oversight of liquidity, capital structure, ERM (including cyber/AI risk), dividend policy, and pension performance .
- Executive Committee activity: Met two times in 2024; authorized to act between Board meetings; all members except CEO are independent .
Fixed Compensation (Non-Employee Trustee – 2024)
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid in cash; no meeting fees |
| Committee Chair Retainer (Audit) | $25,000 | Audit Vice Chair ($7,500) role eliminated in 2024 |
| Committee Chair Retainer (Finance) | $15,000 | If applicable |
| Lead Independent Trustee Retainer | $35,000 | Not applicable to Keane |
| Keane – Fees Earned/Paid in Cash (2024) | $140,416.67 | Includes annual retainer and chair fees; may reflect prorations/deferrals |
2025 adjustments: Annual cash retainer increased to $125,000; annual RSU grant basis increased from $165,000 to $175,000; Finance and Governance Committee chair retainers increased by $5,000 effective Jan 1, 2025 .
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Units | Valuation Basis | Vesting | Deferral/Distribution |
|---|---|---|---|---|---|
| Annual RSU grant (all Trustees) | Jan 15, 2025 | 3,092 RSUs | $55.98 closing price on Jan 15, 2025 | Vested Jan 16, 2025 | Trustees may elect to defer up to 100% of vesting; deferred shares distributed on 10th business day of January following retirement; subject to ownership guidelines |
- Trustee equity framework: Annual stock retainer set at $165,000 for 2024 (basis used to determine RSU count); no meeting fees; RSUs generally vest next business day .
- Compensation governance context: Company maintains broad clawback policy on incentive compensation, prohibits hedging/pledging, and ties 75% of long-term incentive (executives) to performance with 100% delivered in equity; engages an independent compensation consultant; annual Say-on-Pay . (Note: performance metrics apply to executive officers; director RSUs are time-based .)
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships disclosed for Keane in ES proxy |
- Compensation Committee interlocks: Company discloses no interlocks or insider participation; no ES executive officer serves on another company board where an ES Compensation Committee member serves as an executive officer .
Expertise & Qualifications
- 25+ years of CFO leadership across information, data, and technology companies; IT and cybersecurity experience; CPA designation .
- Board determined she should continue to serve based on qualifications and experience; designated audit committee financial expert .
Equity Ownership
| Holder | Beneficial Ownership (as of Feb 24, 2025) | Notes |
|---|---|---|
| Loretta D. Keane | 8,059 shares | Includes restricted share units and/or deferred shares; no voting/investment power over such units |
| Keane – RSUs held (Dec 31, 2024) | 4,967 units | Includes dividend equivalents |
- Ownership guidelines: Trustees must attain ownership equal to at least five-times the current annual cash retainer; Trustees must defer/hold all awarded shares until guidelines are met .
- Hedging/pledging: Prohibited for Trustees and executives .
- Insider trading policy: Company policy governs trading by Trustees; filed as Exhibit 19 to 2024 Form 10-K .
Related Party Transactions and Conflicts
- Policy: Related Person Transactions overseen by Governance, Environmental and Social Responsibility Committee; threshold $120,000; conflicts evaluated against Codes of Ethics/Business Conduct .
- Determination: As of January 29, 2025, Board determined no Trustees (including Keane) had a direct or indirect material interest in any Company transaction .
Governance Assessment
- Strengths: Independent Trustee; Audit Committee Chair with SEC-designated financial expertise; robust committee activity and executive session cadence; ownership guideline discipline; prohibition on hedging/pledging; broad clawback policy; independent compensation consultant .
- Alignment: Mixed cash/equity director pay; Keane’s 2024 compensation totaled $294,788.99, comprised of $140,416.67 cash and $154,372.32 stock awards; annual RSU grants vest quickly but can be voluntarily deferred, and must be held until guideline compliance, supporting alignment .
- Independence/Conflicts: Board reaffirmed independence, and found no related party transactions implicating Trustees; compensation committee interlocks disclosed as none, reducing conflict risk .
- Watch items: Company maintains combined Chair/CEO structure but offsets with a robust Lead Independent Trustee role and frequent executive sessions; Board argues strong independent oversight framework . Investors may monitor continued adherence to ownership guidelines and any changes to director pay structure .