(a) Boards of listed companies must have a majority of independent directors. To qualify as "independent", a director must be found by the board to have "no material relationship with the listed company" (including any parent or subsidiary of the company), either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Companies must identify which directors are independent and disclose the basis for that determination in its proxy statement. Stock ownership is not a per se disqualification for determining independence.
(b) A director who is, or has been within the last three years, an employee of the listed company, or who has an immediate family member who is, or has been within the last three years, an executive officer, of the listed company is not independent.
(c) A director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the listed company, (aside from director and committee fees) is not independent.
(d) A director is not independent if (A) the director or an immediate family member is a current partner of a firm that is the company's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the listed company's audit within that time.
(e) A director is not independent if he or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company's compensation committee.
(f) A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other company's consolidated gross revenues.
In addition, Eversource's Board has adopted an additional standard under which a charitable relationship will not be considered to be a material relationship that would impair a trustee's independence if a trustee serves as an officer, director or trustee of a charitable organization and Eversource's, or the Eversource Foundation's, discretionary charitable contributions to the organization, in the aggregate, are less than the greater of either (i) $200,000 or (ii) two percent of the organization's total annual charitable receipts or latest publicly available operating budget.
For purposes of this determination, any Eversource matching fund of employee contributions is not included in the amount of the company's contributions. The trustee's relationship with the charitable organization must otherwise be consistent with applicable New York Stock Exchange standards.
See the Trustee Independence section of "Corporate Governance Guidelines" for a complete description of Eversource's trustee independence criteria.
In February 2021 and May 2021, the Board of Trustees determined that all non-management members of the Board of Trustees serving on the Board at the time met both the NYSE and Eversource independence criteria. Set forth below is a listing of each trustee's status:
Cotton M. Cleveland
James S. DiStasio
Francis A. Doyle
Linda Dorcena Forry
Gregory M. Jones
John Y. Kim
Kenneth R. Leibler
David H. Long
William C. Van Faasen
Frederica M. Williams
James J. Judge
Joseph R. Nolan, Jr.