Paul W. Chodak III
Executive Vice President and Chief Operating Officer at ES
Executive
About Paul W. Chodak III
Eversource Energy’s Executive Vice President and Chief Operating Officer (COO) since November 13, 2023, previously EVP–Generation and EVP–Utilities at American Electric Power (AEP). He holds a PhD in Nuclear Engineering (MIT), MS Environmental Engineering (Virginia Tech), and BS Chemical Engineering (WPI); he was 59 at appointment and led multi-utility operations and regulated generation fleets at AEP . During 2024, Eversource non-GAAP EPS rose 5.3% YoY to $4.57 while GAAP EPS was $2.27; the 2022–2024 PSU cycle paid 68% of target with bottom‑quartile TSR, reflecting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Electric Power (AEP) | EVP – Generation | 2019–Sep 2023 | Led safe, efficient operations of regulated generation (wind/solar/hydro); advanced decarbonization initiatives . |
| American Electric Power (AEP) | EVP – Utilities | 2017–2018 | Led seven operating utilities serving ~5M customers across 11 states . |
| Indiana Michigan Power; Southwestern Electric Power (AEP subsidiaries) | President & COO | — | Oversight of utility operations; prior engineering, environmental, project and construction roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbus Regional Airport Authority | Director; Facilities & Services Committee | — | Infrastructure and operations oversight experience . |
| Capital University | Trustee; Executive Committee | — | Governance and higher‑ed stakeholder engagement . |
| Leukemia & Lymphoma Society of Central Ohio | Director; Executive Committee | — | Community leadership . |
| National Veterans Memorial and Museum | Director | — | Veteran community engagement . |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base salary ($) | 850,002 |
| Annual incentive target ($) | 680,000 (COO target opportunity set Jan 31, 2024) |
| Annual incentive paid ($) | 850,000 (aligned with 125% corporate scorecard outcome) |
| Stock awards ($, grant‑date fair value) | 1,886,789 (mix of PSUs and RSUs) |
| Other compensation ($) | 431,633 (includes relocation $401,489; vehicle $3,796; 401k match $3,923; K‑Vantage DC contribution $22,425) |
Performance Compensation
- Annual incentive framework (2024): 70% financial (EPS, dividend growth, strategic/regulatory outcomes), 30% operational (reliability, restoration, safety, gas response, diverse leadership, sustainability, customer and clean energy initiatives). Overall payout assessed at 125% after committee downward‑adjusted EPS to 75% despite non‑GAAP beat, reflecting shareholder alignment .
| Metric (2024) | Weight | Target | Actual/Assessment | Payout |
|---|---|---|---|---|
| Non‑GAAP EPS growth | 60% of financial | EPS goal $4.52 | Non‑GAAP $4.57 (+5.3% YoY); payout cut to 75% due to shareholder impact of asset sale losses | |
| Dividend growth | 10% of financial | > industry median | +5.9% vs EEI median 5.3% | 160% |
| Strategic initiatives & regulatory outcomes | 30% of financial | Execute key divestitures; recoveries; approvals | Offshore wind exit; Aquarion sale agreement; RAM approval; MA ESMP approval, etc. | 160% |
| Reliability (MBI) | 25% of operational | 17.7–19.7 months | 21.2 months; top decile | 190% |
| Restoration (SAIDI) | 25% of operational | 62–74 minutes | 63.5 minutes; top decile | 185% |
| Safety (DART) | Portion of remaining 50% | 0.85–1.30 | 0.76; exceeded | 170% |
| Gas emergency response | Portion of remaining 50% | 96–98% on‑time | 98.1% | 175% |
| Diverse leadership | Portion of remaining 50% | Expand representation | Achieved (43.7%) | 100% |
| Sustainability ranking | Portion of remaining 50% | 81st–93rd percentile | 73.8%; below target | 70% |
| Enhance customer experience; clean energy execution | Portion of remaining 50% | Program milestones | Achieved; numerous program wins | 140% / 150% |
- Long‑term incentives
- 2024 grants: PSUs 28,286 target (3‑year EPS growth and relative TSR matrix); RSUs 9,429 (vest ratably over 3 years) .
- PSU design: payout 0–200% vs 3‑yr avg EPSG and EEI Index relative TSR grids .
- 2022–2024 PSU results: 68% of target (5.3% 3‑yr avg adjusted EPS growth; bottom‑quartile TSR); realized value ~40% of grant‑date fair value due to share price decline .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/24/2025) | 36,134 shares (includes 27,788 RSUs/deferred shares; no options outstanding) |
| Unvested RSUs (12/31/2024) | 21,881 units ($1,256,639 at $57.43) |
| Unvested PSUs at target (12/31/2024) | 47,650 units ($2,736,518 at $57.43) |
| Scheduled RSU vesting | 3,296 vests Feb 15, 2025; 5,997 vests Nov 13, 2025; 3,296 vests Feb 15, 2026; 5,998 vests Nov 13, 2026; 3,296 vests Feb 15, 2027 |
| Ownership guidelines | EVPs: 3x base salary; must hold 100% of net shares until met; officers generally in compliance or on track |
| Hedging/pledging | Prohibited; no hedging/pledging policy in place |
| Deferred compensation (2024) | Company contributions $68,575; aggregate balance $71,085 (at 12/31/2024) |
Employment Terms
- Appointment: Elected EVP & COO effective Nov 13, 2023; annual base salary $850,000 at appointment .
- Change‑in‑control (CIC) economics (double‑trigger): Cash severance equals 2.0x (salary + target bonus) for Senior Team; target annual bonus paid (pro‑rated); all PSUs vest at target; all RSUs accelerate; 2 years of healthcare benefits; no excise tax gross‑up for Senior Team . For Chodak at 12/31/2024, modeled CIC values include $3.06m cash, $680k AIP target, PSU and RSU accelerations as shown, and $62,775 healthcare continuation .
- Involuntary termination (not for cause): Cash severance equals 1.0x (salary + target bonus) and 1 year of healthcare; unvested equity forfeited unless retirement‑eligible .
- Clawback: SEC‑compliant executive clawback adopted 2023 (restatement‑based), plus broader plan clawbacks for misconduct and material covenant breaches .
- Trading windows/insider policy: Limited executive trading windows; policy filed as 10‑K exhibit .
- Non‑compete/non‑solicit: Not disclosed in proxy/8‑K.
Investment Implications
- Pay‑for‑performance integrity: 2024 AIP EPS component reduced to 75% (despite non‑GAAP beat) due to shareholder impact from divestiture losses; PSU cycle paid 68% with TSR underperformance, confirming downside sensitivity .
- Retention and selling pressure: Significant unvested RSUs and PSUs (total 69,531 units at target) create retention hooks; notable vest dates in Nov 2025/Nov 2026 could coincide with liquidity events, but hedging/pledging is barred and trading windows are limited .
- Alignment/skin‑in‑the‑game: 36,134 beneficial shares (largely RSUs/deferrals) plus 3x salary ownership guideline and mandatory net‑share holding supports alignment; no options outstanding, avoiding repricing risk .
- Contract risk: CIC terms are investor‑standard (double‑trigger; 2x cash multiple; no gross‑ups) and severance is moderate (1x for no‑cause), limiting parachute overhang .
- Execution track record: Operational KPIs remained top decile in 2024 (MBI, SAIDI, gas response; safety improvement) and dividend growth outpaced peers; however, 2022–2024 TSR lagged, a focal point for PSU underperformance and future LTIP outcomes .
- Governance sentiment: 2024 Say‑on‑Pay passed with 85.59% support; program uses balanced absolute/relative metrics and median‑oriented market positioning across a 20‑company utility peer group .
Appendix: Role Scope at Eversource
As COO, leads electric T&D, gas, water, engineering and grid modernization, emergency preparedness, offshore wind project execution, operations services, and safety organizations .