UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Eversource Energy
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2018 ANNUAL MEETING OF SHAREHOLDERS

Dear Fellow Shareholders:

On behalf of the Board of Trustees and employees of Eversource Energy, it is my pleasure to invite you to attend the 2018 Annual Meeting of Shareholders of Eversource Energy, which will be held on Wednesday, May 2, 2018, at 10:30 a.m., at the Sheraton Boston Hotel, 39 Dalton Street, Boston, Massachusetts 02199.

Please see the accompanying Notice of Annual Meeting of Shareholders and proxy statement for information on the matters to be acted upon at the meeting. Our meeting agenda will also include a discussion of the operations of the Eversource Energy system companies and an opportunity for your questions.

In 2017, we continued to achieve very positive financial and operating performance results:

•

Our 2017 earnings were $3.11 per share, a 5.1% increase over 2016, and we raised our dividend by 6.7% for 2017 to $1.90 per share.

•

Our 2017 total shareholder return was 18%, compared to the average industry return of 11.7%.

•

Standard & Poor's (S&P) raised our credit rating in 2017 from "A" to "A+". We are the only electric and gas utility holding company in the country with an A+ S&P rating.

•

Our operating performance continued to outpace our peers; electric system reliability performance in 2017 was our best ever, and we also had our best safety record ever in 2017.

•

We became the only electric and gas utility in the country to add a water utility to our organization with the purchase of Aquarion Water Company.

•

We were recently commended by Ceres in its 2018 "Turning Point" report for our commitment to reaching our diversity goals and for linking executive compensation to diversity and inclusion.

•

Our 8,000 employees continue to be committed to shareholder value, excellent customer service, environmental stewardship and a safe and diverse workplace.

Three of our Trustees, John S. Clarkeson, Charles K. Gifford, and Paul A. La Camera, will retire from the Board effective on the date of our Annual Meeting. We thank them for their exceptional service to the Board and the Company.

When I became your Chief Executive Officer in 2016, I set a goal for Eversource Energy to be known as the best energy company in the country by the year 2020. We made great progress last year toward achieving that goal, and intend to continue to make great progress in 2018.

On behalf of your Board of Trustees, I thank you for your continued support of Eversource Energy.

Very truly yours, James J. Judge
Chairman, President and Chief Executive Officer

March 23, 2018

Notice of Annual Meeting of Shareholders

DATE:	Wednesday, May 2, 2018
TIME:	10:30 a.m.
PLACE:	Sheraton Boston Hotel, 39 Dalton Street, Boston, Massachusetts 02199

Business Items/Agenda

1.

Elect the ten nominees named in the proxy statement as Trustees to hold office until the 2019 Annual Meeting.



2.

Consider an advisory proposal approving the compensation of our Named Executive Officers.



3.

Approve the 2018 Eversource Energy Incentive Plan.



4.

Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.



5.

Consider other matters that may properly come before the meeting.

Adjournments and Postponements

The business items to be considered at the Annual Meeting may be considered at the meeting or following any adjournment or postponement of the meeting.

Record Date

You are entitled to vote at the Annual Meeting or at any adjournment or postponement if you were an Eversource Energy shareholder at the close of business on March 6, 2018.

Voting

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers About the Annual Meeting and Voting" beginning on page 73. This Notice of Annual Meeting of Shareholders and our proxy statement are first being made available to shareholders on or about March 23, 2018.

Meeting Admission

You or your proxy are entitled to attend the Annual Meeting or any adjournment or postponement if you were an Eversource Energy shareholder at the close of business on March 6, 2018 or hold a valid proxy to vote at the Annual Meeting. Please be prepared to present photo identification to be admitted to the meeting. If your shares are not registered in your name but are held in "street name" through a bank, broker or other nominee, and you plan to attend, please bring proof of ownership.

By Order of the Board of Trustees,

Richard J. Morrison
Secretary

March 23, 2018

Important Notice Regarding the Availability of Proxy Statement Materials for the Annual Meeting of Shareholders to be held on May 2, 2018. The Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2018 and the 2017 Annual Report are available on the Internet at www.envisionreports.com/ES

Table of Contents

PROXY STATEMENT SUMMARY	1
Shareholder Voting Items	1
Summary of 2017 Performance	3
Corporate Governance Highlights	4
Executive Compensation Highlights	4
Introduction	5
ITEM 1: ELECTION OF TRUSTEES	6
GOVERNANCE OF EVERSOURCE ENERGY	12
Board's Leadership Structure	12
Selection of Trustees	12
Trustee Qualifications, Skills and Experience	13
Evaluation of Board and Board Refreshment	15
Board Committees and Responsibilities	15
Audit Committee	16
Compensation Committee	17
Corporate Governance Committee	17
Executive Committee	18
Finance Committee	18
Compensation Committee Interlocks and Insider Participation	18
Meetings of the Board and its Committees	18
Board's Oversight of Risk	19
Cyber and Physical Security Risk	20
Environmental Sustainability and Corporate Social Responsibility	20
Shareholder Engagement	23
Trustee Independence	24
Related Person Transactions	24
The Code of Ethics and the Code of Business Conduct	26
Communications from Shareholders and Other Interest Parties	26
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	27
COMMON SHARE OWNERSHIP OF TRUSTEES AND MANAGEMENT	28
SECTION 16(a) BENEFICIAL OWNERSHIP AND REPORTING COMPLIANCE	29
TRUSTEE COMPENSATION	30
COMPENSATION DISCUSSION AND ANALYSIS	32
Summary of 2017 Performance	32
2017 Financial Accomplishments	32
2017 Operational Accomplishments	33
Pay for Performance	34
Executive Compensation Governance	35
Named Executive Officers	35
Overview of our Compensation Program	35
Market Analysis	37

2018 Proxy Statement    i

Elements of 2017 Compensation	39
2017 Annual Incentive Program	40
Long-Term Incentive Program	43
Clawbacks	46
No Hedging and No Pledging Policy	46
Share Ownership Guidelines and Retention Requirements	46
Other	47
Contractual Agreements	48
Tax and Accounting Considerations	48
Equity Grant Practices	48
COMPENSATION COMMITTEE REPORT	49
EXECUTIVE COMPENSATION	50
Summary Compensation Table	50
Grants of Plan-Based Awards During 2017	52
Outstanding Equity Grants at December 31, 2017	53
Option Exercises and Stock Vested in 2017	54
Pension Benefits in 2017	54
Nonqualified Deferred Compensation in 2017	56
Potential Payments Upon Termination or Change in Control	56
Pay Ratio	60
ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	61
ITEM 3: APPROVAL OF THE 2018 EVERSOURCE ENERGY INCENTIVE PLAN	63
ITEM 4: RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69
Relationship with Principal Independent Registered Public Accounting Firm	69
Report of the Audit Committee	70
OTHER MATTERS	72
SHAREHOLDER PROPOSALS	72
2017 ANNUAL REPORT AND ANNUAL REPORT ON FORM 10-K	72
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	73
APPENDIX A-2018 EVERSOURCE ENERGY INCENTIVE PLAN	A-1

ii    2018 Proxy Statement

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This is only a summary, and we encourage you to review the entire proxy statement, as well as our 2017 Annual Report. A Notice of Internet Availability of Proxy Materials or

paper copy of this proxy statement, our 2017 Annual Report and a form of proxy or voting instruction card is first being mailed or made available to shareholders on or about March 23, 2018.

Annual Meeting of Shareholders
Time and Date:	10:30 a.m., Eastern Time, on Wednesday, May 2, 2018
Location:	Sheraton Boston Hotel 39 Dalton Street Boston, Massachusetts 02199
Record Date:	March 6, 2018

Items to be Voted on and Board Voting Recommendations

2018 Business Items

The Board of Trustees of Eversource Energy is asking you to vote on four items:

Item 1 – Election of Trustees

The Board has nominated ten Trustees, nine of whom are independent, for reelection to our Board of Trustees. John Y. Kim was elected to the Board by the Trustees effective January 1, 2018. Each of the other nominees

was elected to the Board by at least 90% of the shares voted at the 2017 Annual Meeting. The following table provides summary information about each nominee:

				Board Committees
Trustee	Age	Trustee Since	Independent	Audit	Compensation	Corporate Governance	Executive	Finance
Cotton M. Cleveland	65	1992	Y			M		M
Sanford Cloud, Jr. *	73	2000	Y		M	C	M
James S. DiStasio	70	2012	Y		M		M	C
Francis A. Doyle	69	2012	Y	C		M	M
James J. Judge	62	2016	N				C
John Y. Kim	57	2018	Y	M	M
Kenneth R. Leibler	69	2006	Y	M				M
William C. Van Faasen	69	2012	Y	M	M
Frederica M. Williams	59	2012	Y	M				M
Dennis R. Wraase	73	2010	Y		M	M

C:

Committee Chair

M:

Committee Member

*

Lead Trustee

2018 Proxy Statement    1

PROXY STATEMENT SUMMARY

Independence, Tenure and Diversity

Of our ten nominees, six have served on the Board for seven or fewer years, four are women and/or persons of color, and nine are independent. Please see the sections

marked "Selection of Trustees," "Trustee Qualifications, Skills and Experience" and "Evaluation of Board and Board Refreshment" beginning on page 12.

Independence	Tenure	Diversity

Item 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers

We are asking shareholders to approve the compensation of the Company's Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (SEC). We achieved excellent financial and operating performance results in 2017, and our total shareholder return has consistently outperformed the utility industry over time. Our Board is committed to executive compensation programs that reflect market-based incentive compensation and that align the interests of our executives with those of our shareholders, and we believe that the compensation paid to our Named Executive Officers in 2017 reflects that alignment between pay and performance. Please see pages 61 - 62.

We met or exceeded challenging goals established for 2017 and achieved very positive results, including:

•

Our earnings grew by 5.1% in 2017, exceeding the established goal. 2017 earnings were $3.11 per share.

•

Our total shareholder return in 2017 was 18%, comparing favorably to the utility industry average return of 11.7%, and over the longer term, our stock performance continued to exceed the industry average.

•

We increased our 2017 dividend to $1.90 per share, a 6.7% increase over 2016, continuing to significantly outperform the dividend growth rate of the EEI Index companies.

•

Standard & Poor's (S&P) raised our Credit Rating in 2017 from "A" to "A+". It remains the highest electric and gas utility holding company S&P credit rating in the industry, by two credit notches.

•

Our overall electric system reliability performance in 2017 was our best ever. On average, customer power interruptions were 17.6 months apart, and average restoration time was 73.2 minutes. Our performance ranks in the first quartile of the industry.

•

Our 2017 total utility operations and maintenance expenses were $14 million under budget.

•

We became the only electric and gas utility in the country to add a water utility in 2017 as an additional line of business through the purchase of Aquarion Water Company.

2    2018 Proxy Statement

PROXY STATEMENT SUMMARY

Item 3 – Approve the 2018 Eversource Energy Incentive Plan

We are asking shareholders to approve the 2018 Eversource Energy Incentive Plan (2018 Plan). Our Board of Trustees and our Compensation Committee approved the 2018 Plan, subject to shareholder approval. Grants under the 2018 Plan will not become effective unless and until the 2018 Plan is approved by our shareholders. The material features of the 2018 Plan are

described under "Summary of the 2018 Plan" in Item 3 on pages 63 - 68.

Our Board believes that the 2018 Plan will promote the interests of our shareholders and is consistent with principles of good corporate and executive compensation governance. Please see pages 63 - 68 and Appendix A.

Item 4 – Ratify the Selection of the Independent Registered Public Accounting Firm for 2018

Our Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2018. The Board is seeking shareholder ratification of this selection. Please see pages 69 - 71.

The Board of Trustees recommends that shareholders vote FOR Items 1, 2, 3 and 4.

Summary of 2017 Performance

In 2017, we continued to achieve very positive financial and operational performance results. The following are highlights of some of our most important accomplishments in 2017:

2017 Financial Summary

•

Our earnings grew by 5.1% in 2017, exceeding the established goal. 2017 earnings were $3.11 per share.

•

Our Board of Trustees increased the annual dividend rate by 6.7% for 2017 to $1.90 per share, which exceeds the EEI Index companies' median dividend growth rate of 4.8%. The dividend growth rate for the period 2015 - 2017 has averaged 6.6%, well ahead of the utility industry average.

•

Our Total Shareholder Return in 2017 was 18%, compared to the 11.7% growth for the EEI Index companies and 21.8% for the S&P 500. We also outperformed the EEI Index companies for the five-year period 2013 - 2017.

•

S&P raised our credit rating in 2017 from A to A+, which is the highest electric and gas utility holding company S&P credit rating in the industry.

2017 Operational Summary

•

Our overall electric system reliability performance in 2017 was our best ever. On average, customer power interruptions were 17.6 months apart, and average restoration time was 73.2 minutes. Our performance ranks in the first quartile of the industry.

•

We exceeded our 2017 established targets in safety performance and response to gas service calls. Our safety performance, which is measured by Days Away or Restricted Time (DART), was our best ever, and in the first quartile of the industry.

•

In 2017, our Massachusetts electric and gas distribution companies each met or exceeded Service Quality Index performance targets established by regulators in Massachusetts, which is the only state in our service territory that has such performance targets.

•

We exceeded the 2017 target of having 37% of new hires and promotions within the supervisor and above management group be women or persons of color.

2018 Proxy Statement    3

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

We maintain effective corporate governance standards:

•

All Trustees are elected annually and by a majority vote of the common shares issued and outstanding.

•

All of the nominees are independent other than the Chief Executive Officer.

•

We adopted a proxy access provision in 2017.

•

Our Trustees attended an aggregate of 94% of Board and Committee meetings during 2017.

•

We maintain an effective enterprise risk oversight function, with substantial focus on cyber and system security, through our Audit and Finance Committees.

•

Our Corporate Governance Guidelines require that Trustees retire at age 75.

•

We conduct annual Board and Committee self-assessments and other Board refreshment actions.

•

We have a Lead Trustee and hold at least three Independent Trustee meetings every year.

•

We have an ongoing shareholder engagement program.

Executive Compensation Highlights

What we DO:

✓

Pay for Performance.

✓

Share ownership and holding guidelines.

✓

Clawback policy of incentive compensation.

✓

Double-trigger change in control vesting provisions.

✓

Independent compensation consultant.

✓

Annual Say-on-Pay vote.

✓

Payout limitations on incentive awards.

What we DON'T do:

✕

No tax gross-ups in any new or materially amended executive compensation agreements.

✕

No hedging, pledging or similar transactions by executives and Trustees.

✕

No re-pricing of options.

✕

No liberal share recycling.

✕

No dividends on equity awards before vesting.

4    2018 Proxy Statement

Proxy Statement

Annual Meeting of Shareholders
May 2, 2018

Introduction

We are furnishing this proxy statement in connection with the solicitation of proxies by the Board of Trustees of Eversource Energy for use at the Annual Meeting of Shareholders (the Annual Meeting). We are holding the Annual Meeting on Wednesday, May 2, 2018, at 10:30 a.m., at the Sheraton Boston Hotel, 39 Dalton Street, Boston, Massachusetts 02199.

We have provided to our shareholders a Notice of Internet Availability of our proxy materials or paper copy with instructions on how to access our proxy materials online and how to vote. We will continue to provide printed materials to those shareholders who have requested them. If you would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Investor Services, P. O. Box 43078, Providence, Rhode Island 02940-3078; Toll free: 800-999-7269; or at www.computershare.com. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held.

We are making this proxy statement available to solicit your proxy to vote on the matters presented at the Annual Meeting. We first made this proxy statement available on March 23, 2018. Our Board requests that you submit your proxy by the Internet, telephone, or mail so that your shares will be represented and voted at our Annual Meeting. The proxies will vote your common shares as you direct. For each item, you may vote "FOR"

or "AGAINST" the item, or you may abstain from voting on the item.

If you submit a signed proxy card without any instructions, the proxies will vote your common shares consistent with the recommendations of our Board of Trustees as stated in this proxy statement and in the Notice of Internet Availability of Proxy Materials. If any other matters are properly presented at the Annual Meeting for consideration, the proxies will have discretion to vote your common shares on those matters. As of the date of this proxy statement, we did not know of any other matters to be presented at the Annual Meeting.

Only holders of common shares of record at the close of business on March 6, 2018 (the record date) are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. On the record date, there were 37,219 holders of record and 316,885,808 common shares outstanding and entitled to vote. You are entitled to one vote on each matter to be voted on at the Annual Meeting for each common share that you held on the record date.

The principal office of Eversource Energy is located at 300 Cadwell Drive, Springfield, Massachusetts 01104. The general offices of Eversource Energy are located at 800 Boylston Street, Boston, Massachusetts 02199 and 56 Prospect Street, Hartford, Connecticut 06103-2818.

2018 Proxy Statement    5

Item 1: Election of Trustees

Our Board of Trustees oversees the business affairs and management of Eversource Energy. The Board currently consists of ten Trustees, only one of whom, James J. Judge, our Chairman, President and Chief Executive Officer, is a member of management.

The Board has nominated ten Trustees for reelection at the Annual Meeting to hold office until the next Annual Meeting and until the succeeding Board of Trustees has been elected, and until at least a majority of the succeeding Board is qualified to act. The number of Trustees was last set at 14; this provides the Board with flexibility to add Trustees when appropriate. Shareholders may vote for up to ten nominees. Unless you specify otherwise, we will vote the enclosed proxy to elect the ten nominees named on pages 7 - 11 as Trustees.

We describe below and on the following pages each nominee's name, age, and date first elected as a Trustee; Committees served on; and a brief summary of the nominee's business experience, including the nominee's particular qualifications, skills and experience that led the Board to conclude that the nominee should continue to serve as a Trustee. Please see the Trustees' biographies below and the sections captioned "Selection

of Trustees", "Trustees Qualifications, Skills and Experience" and "Evaluation of the Board and Board Refreshment" beginning on page 12. Each nominee has indicated to our Lead Trustee that he or she will stand for election and will serve as a Trustee if elected. The affirmative vote of the holders of a majority of the common shares outstanding as of the record date will be required to elect each nominee. This means that each nominee must receive the affirmative vote of the holders of more than 50% of the total common shares outstanding. You may either vote "FOR" or "AGAINST" all, some, or none of the Trustees, or you may abstain from voting. Broker non-votes and abstentions will be counted in the determination of a quorum and will have the same effect as a vote against a nominee.

The Board of Trustees recommends that shareholders vote FOR the election of the nominees listed below.

6    2018 Proxy Statement

ITEM 1: ELECTION OF TRUSTEES

Cotton M. Cleveland

Age: 65
Trustee since 1992
Committees: Finance and Corporate Governance

BACKGROUND

Ms. Cleveland is President of Mather Associates, a firm specializing in leadership and organizational development for business, public and nonprofit organizations. She is a director of The National Grange Mutual Insurance Company and Ledyard National Bank, and was the founding Executive Director of the state-wide Leadership New Hampshire program. She served on the Board of Directors of the Bank of Ireland from 1986 to 1996, and as Interim President and Chief Executive Officer of the New Hampshire Women's Foundation for 2016. She was elected and served as the Moderator of the Town of New London, New Hampshire and The New London/Springfield Water Precinct from 2000 to 2010. Ms. Cleveland has also served as Chair, Vice Chair and a member of the Board of Trustees of the University System of New Hampshire, as Co-Chair of the Governor's Commission on New Hampshire in the 21^st Century, and as an incorporator for the New Hampshire Charitable Foundation. Ms. Cleveland received a B.S. degree magna cum laude from the University of New Hampshire, Whittemore School of Business and Economics. She is a certified and practicing Court Appointed Special Advocate/Guardian ad Litem (CASA/GAL) volunteer for abused and neglected children.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Ms. Cleveland founded and serves as President of her own consulting firm. She has experience serving on the boards of directors of numerous companies. She also benefits from her policy-making level experience in education at the university level as the Chair, Vice Chair and member of the Board of Trustees of the University System of New Hampshire. In addition, she has policy-making level experience in financial and capital markets as a result of her service as a director of Ledyard National Bank and Bank of Ireland. Her ties to the State of New Hampshire also provide the Board with valuable perspective. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Cleveland should continue to serve as a Trustee.

Sanford Cloud, Jr.

Age: 73
Lead Trustee since 2012
Trustee since 2000
Committees: Compensation, Corporate Governance and Executive

BACKGROUND

Mr. Cloud has been Chairman and Chief Executive Officer of The Cloud Company, LLC, a real estate development and business investment firm, since 2005. Mr. Cloud served as past President and Chief Executive Officer of the National Conference for Community and Justice from 1994 to 2004, was a former partner at the law firm of Robinson and Cole from 1993 to 1994, and served for two terms as a state senator of Connecticut. He was Vice President of Corporate Public Involvement and Executive Director of the Aetna Foundation from 1986 to 1992 and has served as Chairman of the Connecticut Health Foundation and continues as a member of its Board. Mr. Cloud served as a director of The Phoenix Companies, Inc. from 2001 to 2016 and is currently a director of Ironwood Mezzanine Fund, L.P. He is also a director of the MetroHartford Alliance, Inc. and the University of Connecticut Health Center. In addition, Mr. Cloud is a member of the Board of Trustees of the University of Connecticut and serves as director of its Thomas J. Dodd Center for Human Rights. Mr. Cloud received a B.A. degree from Howard University, a J.D. degree cum laude from the Howard University Law School, and an M.A. degree in Religious Studies from the Hartford Seminary.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Cloud has significant policy-making level experience in business and financial affairs as a business executive and as a director of several publicly-traded and privately-held companies. He provides the Board with great benefits from his experience as a law firm partner and Connecticut state senator and through his significant ties and service to the City of Hartford and the State of Connecticut. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Cloud should continue to serve as a Trustee.

2018 Proxy Statement    7

ITEM 1: ELECTION OF TRUSTEES

James S. DiStasio

Age: 70
Trustee since 2012
Committees: Compensation, Executive and Finance

BACKGROUND

Mr. DiStasio served as Senior Vice Chairman and Americas Chief Operating Officer at Ernst & Young, a registered public accounting firm, from 2003 until his retirement in 2007. Mr. DiStasio joined Ernst & Young in 1969 and became a partner in 1977. He served as a director of EMC Corporation from 2010 until its sale to Dell Technologies, Inc. in 2016. He served as a trustee of NSTAR from 2009 until 2012. He has served as a director of the United Way of Massachusetts Bay and Merrimack Valley and as trustee of each of Catholic Charities of Boston, the Boston Public Library Foundation and the Wang Center for the Performing Arts. Mr. DiStasio received a B.S. degree in Accounting from the University of Illinois at Chicago.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. DiStasio has significant experience overseeing the accounting and financial reporting processes of major public companies, derived from his service as a senior executive at one of the largest public accounting firms in the world. In his position as Senior Vice Chairman and Americas Chief Operating Officer, Mr. DiStasio also acquired important management and leadership skills that provide additional value and support to the Board. He has served on several boards of for-profit and non-profit companies and their committees. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. DiStasio should continue to serve as a Trustee.

Francis A. Doyle

Age: 69
Trustee since 2012
Committees: Audit, Corporate Governance and Executive

BACKGROUND

Mr. Doyle has served as President and Chief Executive Officer of Connell Limited Partnership, whose businesses produce components and related supplies for the automotive, power, mining, appliance, farm equipment, warehouse automation, and medical and food packaging industries, since 2001. Prior to that, he was Vice Chairman of PricewaterhouseCoopers LLP, where he was Global Technology Leader and a member of the firm's Global Leadership Team. He has served as lead director and chairman of the audit committee and a member of the executive and compensation committees of Tempur Sealy International, Inc. and as chairman of the audit committee and a member of the executive committee, nominating and governance committee and investment committee of Liberty Mutual Holding Company, Inc. (policyholder owned) since 2003. Mr. Doyle has served as a director of Citizens Financial Group, where he was a member of the executive committee and chaired the compensation committee, as a trustee of the Joslin Diabetes Center, where he chaired the finance committee, and as a trustee of Boston College. Mr. Doyle is a certified public accountant and holds a B.S. degree and an M.B.A. degree from Boston College.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Doyle has significant financial, accounting and financial reporting and risk management experience and an in-depth understanding of finance and capital markets through his years at PricewaterhouseCoopers LLP. He also has extensive senior management experience as the President and Chief Executive Officer of a global manufacturer. Mr. Doyle has served on the boards of directors of several companies and on various committees of those boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Doyle should continue to serve as a Trustee.

8    2018 Proxy Statement

ITEM 1: ELECTION OF TRUSTEES

James J. Judge

Age: 62
Trustee since 2016
Committee: Executive

BACKGROUND

Mr. Judge is Chairman, President and Chief Executive Officer of Eversource Energy. He also is Chairman and a director of The Connecticut Light and Power Company, NSTAR Electric Company, NSTAR Gas Company, Public Service Company of New Hampshire and Yankee Gas Services Company. Previously, Mr. Judge was Executive Vice President and Chief Financial Officer of Eversource Energy, and Executive Vice President, Chief Financial Officer and a director of The Connecticut Light and Power Company, NSTAR Electric Company, NSTAR Gas Company, Public Service Company of New Hampshire and Yankee Gas Services Company from April 2012 until May 2016. Mr. Judge serves as a director of Analogic Corporation and as chairman of its audit committee. He serves on the Board of Directors of the Edison Electric Institute and the Massachusetts Competitive Partnership. He has also served on the Board of Directors of the United Way of Massachusetts Bay and Merrimack Valley. Mr. Judge received both a B.S. degree magna cum laude and an M.B.A. degree magna cum laude from Babson College.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Judge is Chairman, President and Chief Executive Officer. His extensive experience in the energy industry and diverse financial and management skills provide the necessary background to lead the Company. He is an experienced public company director and audit committee chair. He also serves our customer community through his service on and work with many non-profit boards. Mr. Judge represents management on the Board as the sole management Trustee. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Judge should continue to serve as a Trustee.

John Y. Kim

Age: 57
Trustee since 2018
Committees: Audit and Compensation

BACKGROUND

Mr. Kim has served as President of New York Life Insurance Company since 2015 and served in a variety of other management positions at New York Life, including as the company's Chief Investment Officer, since 2008. Mr. Kim served as President of Prudential Retirement and its predecessor CIGNA Retirement and Investment Services from 2002 to 2007 and served as the Chief Executive Officer of Aeltus Investment Management, a subsidiary of Aetna, Inc., from 2001 to 2004. Mr. Kim serves as a director of Fiserv, Inc. and is a member of its audit committee. He has served as the vice chair of the Connecticut Business and Industry Association, as a member of the MetroHartford Alliance, Inc. and as chairman of the University of Connecticut Foundation. He has also been active with the Greater Hartford Arts Council, The Hartford Stage Co., and the Connecticut Opera Association. Mr. Kim received his B.A. degree from the University of Michigan in 1983 and his M.B.A. degree from the University of Connecticut in 1987.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Kim has more than 30 years of experience in the financial services area. His varied and comprehensive experience acquired at several nationally known insurance companies, including New York Life Insurance Company, Prudential Retirement, CIGNA Retirement and Investment Services and Aetna, provides the Board and its Committees with valuable insight and perspective. He also is closely associated with several important Connecticut business and non-profit groups. He is an experienced public company director. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Kim should continue to serve as a Trustee.

2018 Proxy Statement    9

ITEM 1: ELECTION OF TRUSTEES

Kenneth R. Leibler

Age: 69
Trustee since 2006
Committees: Audit and Finance

BACKGROUND

Mr. Leibler currently serves as Vice Chairman of the Board of The Putman Mutual Funds. He has served as a trustee of The Putnam Mutual Funds since 2006. He serves as Trustee Emeritus of Beth Israel Deaconess Medical Center and served as both a trustee and as vice chairman of Beth Israel Medical Center from 2009 to 2012. He is a founding partner of the Boston Options Exchange and served as its chairman from 2004 to February 2007. He is a past vice chairman of the Board of Directors of ISO New England, Inc., the independent operator of New England's bulk electric transmission system, where he served until 2006. He also served as a director of The Ruder Finn Group from 2005 to 2010. Mr. Leibler received a B.A. degree magna cum laude from Syracuse University.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Leibler has considerable senior executive level experience in business and management, including experience in financial markets and risk assessment, as the former Chairman of the Boston Options Exchange, former Chairman and CEO of the Boston Stock Exchange, and former President, Chief Operating Officer and Chief Financial Officer of the American Stock Exchange, as well as through his current service as a Trustee of The Putnam Mutual Funds, where he serves on the contract, executive, nominating and investment oversight committees. He also has policy-making level experience in the electric utility industry through his service as the Vice Chairman of ISO New England. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Leibler should continue to serve as a Trustee.

William C. Van Faasen

Age: 69
Trustee since 2012
Committees: Audit and Compensation

BACKGROUND

Mr. Van Faasen served as Chief Executive Officer of Blue Cross Blue Shield of Massachusetts, Inc. (BCBSMA), a health care services provider, from 1992 until his retirement in 2007. He is Chairman Emeritus of BCBSMA and also served as interim Chief Executive Officer in 2010. He has served as a director of Liberty Mutual Holding Company, Inc. (policyholder owned) since 2002 and as Lead Director since April 2012. He served as a director of IMS Health, Inc. from 1996 - 2010 and as Lead Director from 2006 to 2010. He also served as a director of PolyMedica Corporation from 2005 to 2008 and served as a trustee of NSTAR from 2002 until 2012. He is an honorary director of the Greater Boston Chamber of Commerce and previously served as a director of the United Way of Massachusetts Bay and Merrimack Valley. Mr. Van Faasen received a B.A. degree from Hope College and an M.B.A. degree from Michigan State University.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Van Faasen brings to the Board extensive management, leadership, and financial experience derived from leading a large company in a regulated industry. He also brings in-depth experience and insight as a director of several public companies, including service as a lead director and on board committees, and has also served on area non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Van Faasen should continue to serve as a Trustee.

10    2018 Proxy Statement

ITEM 1: ELECTION OF TRUSTEES

Frederica M. Williams

Age: 59
Trustee since 2012
Committees: Audit and Finance

BACKGROUND

Ms. Williams has served as President and Chief Executive Officer of Whittier Street Health Center in Boston, an urban community health care facility serving residents of Boston and surrounding communities, since 2002. Prior to joining Whittier Street Health Center, she served as the Senior Vice President of Administration and Finance and Chief Financial Officer of the Dimock Center, a large health care and human services facility in Boston. She was elected as a trustee of NSTAR in March 2012 and served as a trustee until April 2012. Ms. Williams is a member of the Board of Trustees of Dana Farber Cancer Institute, the Massachusetts League of Community Health Centers and Boston Health Net. She is a Fellow of the National Association of Corporate Directors, a member of the Massachusetts Women's Forum, International Women's Forum, and Women Business Leaders of the U.S. Health Care Industry Foundation. Ms. Williams attended the London School of Accountancy, passed the examinations of the Institute of Chartered Secretaries and Financial Administrators, (United Kingdom) (ICSA) and of the Institute of Administrative Management (United Kingdom), with distinction, and was elected a Fellow of the ICSA in 2000. She obtained a graduate certificate in Administration and Management from the Harvard University Extension School and an M.B.A. degree with a concentration in Finance from Anna Maria College in Paxton, Massachusetts.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Ms. Williams has more than 20 years of experience in a regulated industry, and has served as the President and Chief Executive Officer of Whittier Street Health Center, a national model for providing equitable access to high quality and cost effective health care, for more than fifteen years. This service has provided her with a broad base of financial, leadership, management and community experience and skills. She also has significant experience serving on several non-profit boards. Based on these qualifications, skills and experience, the Board of Trustees determined that Ms. Williams should continue to serve as a Trustee.

Dennis R. Wraase

Age: 73
Trustee since 2010
Committees: Compensation and Corporate Governance

BACKGROUND

Mr. Wraase served as Chairman of the Board, Chief Executive Officer and a director of Pepco Holdings, Inc. (PHI), an energy delivery company in the mid-Atlantic region, until his retirement in June 2009. He was elected chairman of PHI in 2004, became Chief Executive Officer in 2003 and served as a director from 1998 to his retirement. He previously served as the President of PHI from 2001 to 2008 and Chief Operating Officer from 2002 to 2003. He is a member of the Financial Executives Institute and the American Institute of Certified Public Accountants. Mr. Wraase currently serves as the Executive-In-Residence at the Center for Social Value Creation at the Robert H. Smith School of Business, University of Maryland. He is also currently a director of the University of Maryland System Foundation. Mr. Wraase previously served as director of the Edison Electric Institute, The Association of Edison Illuminating Companies and the Institute for Electric Efficiency, and as the President of the Southeastern Electric Exchange. Mr. Wraase received a B.S. degree in Accounting from the University of Maryland and an M.S. degree in Business Financial Management from The George Washington University.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Mr. Wraase brings to the Company considerable utility industry knowledge and experience gained through his career of service at PHI. He has significant policy-making level experience in regulated businesses as well as in capital and financial markets, credit markets, financial reporting and accounting, and risk assessment. He is also a certified public accountant. Based on these qualifications, skills and experience, the Board of Trustees determined that Mr. Wraase should continue to serve as a Trustee.

2018 Proxy Statement    11

Governance of Eversource Energy

Board's Leadership Structure

James J. Judge is our Chairman, President and Chief Executive Officer. Sanford Cloud, Jr. serves as our Lead Trustee.

As Lead Trustee, Mr. Cloud presides at executive sessions of the independent Trustees; facilitates communication between the Chief Executive Officer and

the Board members; participates with the Compensation Committee in its evaluation of the Chief Executive Officer; and provides ongoing information to the Chief Executive Officer about his or her performance. He also attends all Committee meetings.

Selection of Trustees

This section and the next two sections discuss how we select individuals to become Trustees and how we continually ensure that we have a fully-qualified, effective Board.

As set forth in its charter, it is the responsibility of the Corporate Governance Committee to identify individuals qualified to become a Trustee and to recommend to the Board a slate of Trustee candidates to be submitted to a vote of our shareholders at the Annual Meeting of Shareholders. The Committee has from time to time retained the services of a third party executive search firm to assist it in identifying and evaluating such individuals.

As provided in our Corporate Governance Guidelines, the Corporate Governance Committee seeks nominees with the following qualifications:

Trustees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board should represent diverse experience at policy-making levels in business, government, education, community and charitable organizations, as well as areas that are relevant to our business activities. The Corporate Governance Committee also seeks diversity in gender, ethnicity and personal background when considering Trustee candidates.

Applying these criteria and those noted elsewhere in this proxy statement, the Corporate Governance Committee considers Trustee candidates suggested by its members as well as by management and shareholders. In anticipation of three Trustee retirements in 2018, and

acting on the recommendation of the Corporate Governance Committee, the Board of Trustees elected John Y. Kim to the Board effective January 1, 2018.

As part of the annual nomination process for re-election, the Corporate Governance Committee reviews the qualifications, experience, attributes and skills of each nominee for Trustee and reports its findings to the Board. At its February 7, 2018 meeting, the Corporate Governance Committee determined that each Trustee possesses the highest personal and professional ethics, integrity and values, and that each Trustee remains committed to representing the long-term interests of our shareholders. The Committee's review also focused on each Trustee's experience at policy-making levels in business, government, education, community and charitable organizations, and other areas relevant to our business activities, as described below. Based on this review, the Committee advised the Board on February 7, 2018 that each of the Trustees was qualified to serve on the Board under the Corporate Governance Guidelines.

The Corporate Governance Committee and the Board annually review the skills and qualifications that they determine are necessary for the proper oversight of the Company by the Trustees in furtherance of their fiduciary duties. The Committee and the Board remain focused on ensuring that the individual and collective abilities of the Trustees continue to meet the needs of the Company. The Board is committed to nominating individuals who satisfy the applicable criteria for outstanding service to our Company and who together comprise the appropriate Board composition in light of evolving business demands. The Board evaluates the effectiveness of each Trustee in contributing to the Board's work and the potential contributions of each new nominee.

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GOVERNANCE OF EVERSOURCE ENERGY

Trustee Qualifications, Skills and Experience

Eversource Energy is a multi-state electric, gas and water utility providing service to customers in Connecticut, Massachusetts and New Hampshire. The Company is taking a lead role in the development of clean energy, which when combined with our successful and effective energy efficiency programs puts us at the forefront in the fight against climate change. We stress great reliability and customer service for our customers, solid financial performance for our shareholders, a safe, respectful workplace for our employees, and continuous involvement with and support of our communities. Our Chairman, President and Chief Executive Officer has set a very clear goal for the Company: to be the best energy company in the nation by the year 2020. To accomplish this, we seek Trustees with both overall skills and experience and some that are specialized. We describe here and in the Trustee biographies the qualifications, skills and experience that we feel are necessary and that our Trustees possess.

Set forth below is a list and description of the qualifications, skills and experience we seek, followed by a description noting how these qualifications, skills and experience are particularly important to our Board:

•

Regulatory Experience

•

Accounting Experience

•

Senior Executive and Director Experience

•

Diversity

•

Risk Management Expertise

•

Finance Experience

•

Education/Community and Charitable Organization Involvement

•

Community Ties

Regulatory Experience. Each of our utility subsidiaries is regulated in virtually all aspects of its business by various federal and state agencies, including the SEC, the Federal Energy Regulatory Commission, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which each subsidiary operates. Accordingly, the Board values the policy-making level experience in a heavily regulated industry that several of our Trustees possess.

Accounting Experience. As a publicly-traded electric, gas and water holding company whose companies are subject to very substantial federal, state and accounting industry rules, it is especially important that the Board have significant accounting experience. Several of our

Trustees are career accounting and financial executives and provide us with superior strength in the Board's oversight of this important element of the Board's responsibilities.

Senior Executive and Director Experience. Many of our Trustees serve or have served as senior executives or directors of other companies, providing us with unique insights. These individuals possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, long-term strategic planning, risk management and corporate governance, and know how to drive change and growth.

Diversity. The Corporate Governance Committee seeks diversity in gender, ethnicity and personal background when considering Trustee candidates. Diverse thoughts and views emanating from different backgrounds, life experiences, gender and race, career experiences and skills are critical to a well-functioning Board and essential to embracing opportunities and confronting challenges in the future. To ensure the success of our business strategy, the Board of Trustees strives to identify and pursue Trustee candidates with diverse skills, knowledge, background and experience that complement the skills, knowledge and experience of our current Trustees. Following the Annual Meeting, our refreshed Board will be one of the most diverse in the industry. Of the ten nominees, two are women, two are African-American, and one is Asian-American.

Risk Management Experience. Assessing and managing risk in a rapidly changing clean energy environment is critical to our success. Several of our Trustees have served in leadership positions have the experience to understand and evaluate the most significant risks we face and the experience and leadership to provide effective oversight of risk management processes.

Finance Experience. The vast majority of our ongoing capital program is expected to be funded through cash flows provided by operating activities as well as new debt issuances and, less frequently, equity issuances. As a result, the Board highly values the policy-making level experience and understanding of capital and financial markets, accounting and financial reporting, and credit markets that many of our Trustees have acquired.

Education/Community and Charitable Organization Involvement. Public utility companies have a unique position and role in the communities they serve beyond

2018 Proxy Statement    13

GOVERNANCE OF EVERSOURCE ENERGY

that of most corporations. The Board supports and encourages educational opportunities, community involvement and development, and philanthropic goals and activities. The Eversource Energy Foundation, Inc. was established in 1998 to focus on our community investments and to provide grants to our nonprofit community partners. Consistent with our business strategy and core values, the Foundation invests primarily in projects that address issues of economic and community development and the environment. Each Trustee has experience in one or more community or charitable organizations.

Community Ties. We operate New England's largest energy delivery system in three different states. Because a majority of our Trustees also reside in our service territory, they not only have ties to local communities, but they understand our customers' needs.

Our Board's Qualifications, Skills and Experience

Independence, Tenure and Diversity

Of our ten nominees, six have served on the Board for seven or fewer years, four are women and/or persons of color, and nine are independent.

Independence

Tenure

Diversity

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GOVERNANCE OF EVERSOURCE ENERGY

Evaluation of Board and Board Refreshment

The Corporate Governance Committee annually reviews and evaluates the performance of the Board of Trustees, Board Committees and individual Board Members. The Committee periodically assesses the Board's contribution as a whole and identifies areas in which the Board or senior management believes a better contribution may be made. The Committee also reviews the attributes and skills of the Board Members as a way to refresh and continually ensure that the Board has the proper mix of skills. The Board and each of the Committees, other than the Executive Committee, also conduct annual performance self-evaluations to increase the effectiveness of the Board and its Committees; the results of these are reviewed and discussed with the Board. Our self-evaluation program includes the completion of Board and Committee questionnaires, interviews by the Lead Trustee with each Board member, and discussions by the Board and each Committee of any issues raised by our Board Members during the self-evaluation process. In addition to the Committee reviews and the annual self-evaluations conducted by the Committee and the Board, the Committee and the

Board also annually review the performance and qualifications of each Trustee prior to nominations being made for an additional term. These reviews are discussed by the Committee, following which it makes recommendations to the Board regarding nominees for election as Trustees.

Our Board has an average tenure of nine years. We believe that the mix of longer tenured Trustees and recently elected Trustees provides for the kind of balance that contributes to the overall effectiveness of the Board, and that strict restrictions on the length of time a Trustee serves on the Board are not warranted.

Shareholders who desire to suggest potential candidates for membership on the Board of Trustees may address such information, in writing, to our Secretary at the mailing address set forth on page 72 of this proxy statement. The communication must identify the writer as a shareholder of the Company and provide sufficient detail about the nominee for the Corporate Governance Committee to consider the individual's qualifications. Our Declaration of Trust also provides for proxy access.

Board Committees and Responsibilities

The Board of Trustees has five standing committees: Audit, Compensation, Corporate Governance, Executive, and Finance. The Corporate Governance Committee performs the functions of a nominating committee. None of the Committee Members in 2017 was employed by Eversource Energy or its subsidiaries except for Mr. Judge, who as Chairman of the Board is also Chair of the Executive Committee. All other Committee Members are independent. The Board has adopted a written charter for each standing committee, as well as written Corporate Governance Guidelines.

The Corporate Governance Guidelines are available on our website at the Internet address appearing in the Trustee Independence section on page 24. The committee charters are available on our website at the Internet addresses appearing in the committee descriptions below. Copies of these documents are available to any shareholder upon written request to our Secretary at the address set forth on page 72 of this proxy statement. The functions of these Committees are described in the paragraphs following the table. The table below shows the current committee membership:

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GOVERNANCE OF EVERSOURCE ENERGY

Board Committees

Trustee	Audit	Compensation	Corporate Governance	Executive	Finance
John S. Clarkeson	M	M
Cotton M. Cleveland			M		M
Sanford Cloud, Jr.*		M	C	M
James S. DiStasio		M		M	C
Francis A. Doyle	C		M	M
Charles K. Gifford		C	M	M
James J. Judge				C
John Y. Kim	M	M
Paul A. La Camera			M		M
Kenneth R. Leibler	M				M
William C. Van Faasen	M	M
Frederica M. Williams	M				M
Dennis R. Wraase		M	M

C:

Committee Chair

M:

Committee Member

*

Lead Trustee

Audit Committee

The Audit Committee consists of Mr. Clarkeson, Mr. Doyle (Chair), Mr. Kim, Mr. Leibler, Mr. Van Faasen and Ms. Williams. The Audit Committee meets independently with the internal audit staff, the independent registered public accounting firm and management at least quarterly.

Following each Committee meeting, the Audit Committee reports to the full Board. The Audit Committee reviews and evaluates the independent registered public accounting firm's activities, procedures and recommendations to assist the Board in monitoring the integrity of our financial statements, the independent registered public accounting firm's qualifications and independence, the performance of our internal audit function and independent registered public accounting firm, and our compliance with legal and regulatory requirements. The Committee periodically discusses the guidelines and policies that govern management's processes for assessing, monitoring and mitigating major financial risk exposures. The Audit Committee also reviews the Company's significant accounting policies, management judgments and accounting estimates, earnings releases, financial statements and systems of internal control. The

Audit Committee has the sole authority to select and replace the independent registered public accounting firm and is directly responsible for their compensation and Board oversight of their work. Each member of the Audit Committee meets the financial literacy requirements of the New York Stock Exchange (NYSE), the SEC and our Corporate Governance Guidelines. The Board has affirmatively determined that Mr. Doyle is an "audit committee financial expert," as defined by the SEC. Each member of the Audit Committee also meets the independence requirements of the NYSE, SEC and our Corporate Governance Guidelines. No member of the Audit Committee is employed by Eversource Energy or its subsidiaries. Additional information regarding the Audit Committee is contained in Item 4 of this proxy statement. A copy of the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/audit-committee. The Audit Committee met five times during 2017, and also met once with the Finance Committee in a meeting held in April 2017 at which the Committees discussed several issues relating to risk, and in particular, enterprise, cyber and system security risk.

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GOVERNANCE OF EVERSOURCE ENERGY

Compensation Committee

The Compensation Committee consists of Mr. Clarkeson, Mr. Cloud, Mr. DiStasio, Mr. Gifford (Chair), Mr. Kim, Mr. Van Faasen and Mr. Wraase. The Compensation Committee is responsible for the compensation and benefit programs for all executive officers of Eversource Energy and has overall authority to establish and interpret our executive compensation programs. The Committee reviews our executive compensation strategy, evaluates components of total compensation, and assesses performance against goals, market competitive data and other appropriate factors, and makes compensation related decisions based upon Company and executive performance. The Committee has the sole authority to select and retain experts and consultants in the field of executive compensation to provide advice to the Committee with respect to market data, competitive information, and executive compensation trends. The Compensation Committee also reviews and recommends to the Board of Trustees the compensation of the non-employee members of the Board.

In carrying out its charter responsibilities, the Compensation Committee reviews and approves corporate goals and objectives relevant to the Chief Executive Officer's compensation and, with the participation of the Lead Trustee and subject to the further review and approval of the independent Trustees, evaluates the performance of the Chief Executive Officer in light of those goals and objectives. The Committee establishes performance criteria for the Chief Executive Officer and approves the Chief Executive Officer's total compensation based on the annual evaluation, subject to further approval by the independent Trustees. In addition, in collaboration with

the Chief Executive Officer, the Committee oversees the evaluation of those executive officers who under the SEC's regulations are deemed "executives," and it engages in the succession planning process for the Chief Executive Officer and other executives.

The Compensation Committee has retained Pay Governance LLC to provide compensation consulting services. Pay Governance LLC has been engaged to perform work only for the Compensation Committee, and as noted in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee has determined that Pay Governance LLC is independent and that no conflict of interest exists that would prevent Pay Governance LLC from independently advising the Committee.

The Compensation Committee has delegated some of its administrative responsibilities to the Chief Executive Officer and the Executive Vice President — Human Resources and Information Technology. The Compensation Committee has not delegated any of its responsibilities to any other persons. The Board has affirmatively determined that each member of the Compensation Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. A copy of the Compensation Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/compensation-committee. The Compensation Committee met four times during 2017. The Compensation Committee reports to the full Board following each Committee meeting.

Corporate Governance Committee

The Corporate Governance Committee consists of Ms. Cleveland, Mr. Cloud (Chair), Mr. Doyle, Mr. Gifford, Mr. La Camera and Mr. Wraase. The Corporate Governance Committee is responsible for developing, overseeing and regularly reviewing our Corporate Governance Guidelines and related policies. The Corporate Governance Committee also serves as a nominating committee, establishing criteria for new Trustees and identifying and recommending prospective Board candidates. The Corporate Governance Committee annually reviews the independence and qualifications of the Trustees, recommends nominees for election to the Board and for appointment to Board Committees, and annually recommends to the Board

appointments of the Lead Trustee and Chairman and the election of officers of the Company. In addition, the Corporate Governance Committee evaluates the performance of the Board and its committees. Following each meeting the Corporate Governance Committee reports to the full Board. No member of the Corporate Governance Committee is employed by Eversource Energy or its subsidiaries. The Board of Trustees has determined that each member of the Corporate Governance Committee meets the independence requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. A copy of the Committee's charter is available on our website at

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GOVERNANCE OF EVERSOURCE ENERGY

www.eversource.com/Content/general/about/investors/corporate-governance/board-committee-charters/corporate-governance. The Corporate Governance Committee met six times during 2017.

Executive Committee

The Executive Committee consists of Mr. Cloud, Mr. DiStasio, Mr. Doyle, Mr. Gifford and Mr. Judge (Chair). The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations set forth in our Declaration of Trust, during the intervals between meetings of the Board. A copy of

the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-commitee-charters/executive. The Executive Committee did not meet during 2017.

Finance Committee

The Finance Committee consists of Ms. Cleveland, Mr. DiStasio (Chair), Mr. La Camera, Mr. Leibler and Ms. Williams. The Finance Committee assists the Board in fulfilling its fiduciary responsibilities relating to financial plans, policies and programs for Eversource Energy and its subsidiaries. The Finance Committee reviews the Company's plans and actions to assure liquidity; proposed financing programs; plans and recommendations regarding common share repurchase programs; early extinguishment and refunding of debt and preferred stock obligations; and other proposals that modify the Company's capital structure. The Finance Committee is responsible for reviewing the Company's Enterprise Risk Management (ERM) program, including practices to monitor and mitigate cyber, physical security and other risk exposures, as further described below under the caption "Board's Oversight of Risk." The Finance Committee is also responsible for

reviewing and recommending the Company's dividend policy, as well as new business ventures and initiatives which may result in substantial expenditures, commitments and exposures. In addition, the Finance Committee conducts an annual review of counter party credit policy, insurance coverages and pension plan performance. Following each meeting, the Finance Committee reports to the full Board. No member of the Finance Committee is employed by Eversource Energy or its subsidiaries. A copy of the Committee's charter is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/board-committee/charters/finance. The Finance Committee met four times during 2017, and also met once with the Audit Committee in April 2017, at which the Committees discussed several issues relating to risk, and in particular enterprise, cyber and system security risk.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is employed by Eversource Energy or any of its subsidiaries. No executive officer of Eversource Energy serves as a member of the compensation committee or

on the board of directors of any company at which a Member of the Eversource Energy Compensation Committee or Board of Trustees serves as an executive officer.

Meetings of the Board and its Committees

In 2017, the Board of Trustees held eight meetings, three of which included executive sessions attended only by the independent Trustees, and the Board and the Committees held a total of 28 meetings. In 2017, each Trustee attended at least 94% of the aggregate number

of the Board and Committee meetings, and all Trustees attended the Annual Meeting of Shareholders held on May 3, 2017. Our Trustees are expected to attend our Annual Meetings of Shareholders, but we do not have a formal policy addressing this subject.

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GOVERNANCE OF EVERSOURCE ENERGY

Board's Oversight of Risk

The Board of Trustees, both as a whole and through its Committees, is responsible for the oversight of the Company's risk management processes and programs. The Board believes that this approach is appropriate to carry out its risk oversight responsibilities and is in the best interests of the Company and its shareholders. Each year, the Board evaluates its risk assessment function as part of its Board evaluation process.

As set forth below, each Committee reviews management's assessment of risk for that Committee's respective area of responsibility. Each Committee member has expertise on risks relative to the nature of the Committee on which he or she sits. With each Committee Chair reporting to the Board following each Committee meeting, the entire Board is able to discuss risk related issues, assess their implications and provide oversight on appropriate actions for management to take. All Board Committees meet periodically with members of senior management to discuss the relevant risks and challenges facing the Company.

The Board of Trustees oversees the Company's comprehensive operating and strategic planning. The operating plan, which is reviewed and formally approved by the Board in February following review by the Finance Committee, consists of the goals and objectives for the year, key performance indicators, and financial forecasts. The strategic planning process consists of long-term corporate objectives, specific strategies to achieve those goals, and plans designed to implement each strategy. The ERM program is integrated with the annual operating and strategic planning processes. The top enterprise-wide financial risks are identified during the development of the annual operating plan and are tracked throughout the year. Enterprise strategic risks are identified and presented to the Board of Trustees during development of the long-term strategic plans. Detailed risk mitigation plans for the principal enterprise-wide risks are updated periodically and presented to the Finance Committee.

The Finance Committee is responsible for oversight of the Company's ERM program and enterprise-wide risks, as well as specific risks associated with insurance, credit, financing and pension investments. Our ERM program involves the application of a well-defined, enterprise-wide methodology designed to allow our executives to identify, categorize, prioritize, and mitigate the principal risks to the Company. The ERM program is integrated with other assurance functions throughout

the Company, including compliance, auditing, and insurance to ensure appropriate coverage of risks that could impact the Company. In addition to known risks, the ERM program identifies emerging risks to the Company, through participation in industry groups, discussions with management, and in consultation with outside advisors. Our management then analyzes risks to determine materiality, likelihood and impact, and develops mitigation strategies. Management broadly considers our business model, the utility industry, the global economy and the current environment to identify risks. The findings of this process are discussed with the Finance Committee and the full Board, including reporting on an individual risk-by-risk basis on how these issues are being measured and managed.

In addition to the regularly scheduled reports by ERM of all of the Company's enterprise-wide risks and the results of the ERM program, management reports periodically to both the Board of Trustees and the Finance Committee in depth on specific top enterprise risks at the Company. ERM also reports regularly to the Finance Committee on the activities of the Company's Risk Committee. The Company's Risk Committee consists of senior officers of the Company, and is responsible for ensuring that the Company is managing its principal enterprise-wide risks, as well as other key risk areas such as environmental, information technology, compliance and business continuity.

The Audit Committee is responsible for the oversight of the integrity of the Company's financial statements, including oversight of the guidelines, policies and controls that govern management's processes for assessing, monitoring and mitigating major financial risk exposures. The Corporate Governance Committee is responsible for the oversight of compliance with various governance regulations as required by the SEC, the NYSE and other regulators. The Executive Vice President and General Counsel reports on any changes in regulations and best practices as part of the annual review of Committee charters and the Board's Corporate Governance Guidelines and also at Committee and Board meetings. The Board of Trustees administers its compensation risk oversight function primarily through its Compensation Committee. The process by which the Board and the Compensation Committee oversee executive compensation risk is described in greater detail within the Compensation Discussion and Analysis beginning on page 32.

2018 Proxy Statement    19

GOVERNANCE OF EVERSOURCE ENERGY

Cyber and Physical Security Risk

The Company continues to devote substantial resources to protecting its cyber and operational assets. Simultaneously, the Board and its Committees continue to provide substantial and focused attention to cyber and system security. At the Board and Committee level, comprehensive cyber security reports are provided and discussed at each meeting of the Finance Committee, which has primary responsibility for cyber and system security oversight at the Committee level. These reports are provided to all members of the Board and discussed by the Board at the time the Finance Committee Chair reports on the Committee's meetings. The reports focus on the Company's most critical assets, describe cyber security drills and exercises, any attempted breaches, and mitigation strategies, including insurance. In

addition, assessments by third-party experts of cyber and physical security risks to the utility industry and the Company in particular are provided periodically. The Company constantly reviews and updates its cyber and system security program and the Board and its Committees continue to enhance their strong oversight activities, including joint meetings of the Audit and Finance Committees at which cyber and system security programs and issues that might affect the Company's financial statements and operational systems can be discussed by both Committees with financial, information technology, legal and accounting management, together with representatives of the Company's independent registered public accounting firm and other outside advisors.

Environmental Sustainability and Corporate Social Responsibility

Eversource is engaged primarily in the energy delivery business through five wholly-owned electric and natural gas utility subsidiaries. Eversource is also engaged in the water delivery business through its newly acquired, wholly-owned subsidiary, Aquarion Water Company. Our mission to provide superior customer service, and reliability is engrained into the fabric of all that we do for our four million customers in Connecticut, Massachusetts and New Hampshire.

Environmental, social and governance (ESG) initiatives are integrated into the policies and principles that govern our Company and reflect our commitment to sustainable growth. We are committed to reliability, effective corporate governance, expanding energy options for our region, and environmental stewardship. Our goal is to be the best energy company in the nation, which includes being the leading clean energy utility and providing transparency and clarity about our position on these topics.

In 2017, we released Eversource's Commitment to Environmental Sustainability, which underscores our environmental priorities and highlights our role as a key catalyst for clean energy development in New England. This statement is an important component of our vision for how we conduct our business today; it is posted on our website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/commitment-to-environmental-sustainability. We have also been a leader within our trade group, the Edison Electric Institute, in standardizing ESG disclosures. This standardization was completed in 2017 following significant consultation

with institutional investors. In December 2017, the nation's electric companies became the first industry in the country to adopt a common set of ESG disclosures, and Eversource Energy was one of the first electric companies to post such disclosures related to 2016 performance on our website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/eei-esg-initiative. We expect to post our 2017 ESG performance by mid-2018.

Set forth below is a list of the considerations and topics that we feel are important to our comprehensive Sustainability and Corporate Social Responsibility policies and practices, followed by a description of each and how we integrate them into our Company:

•

Sustainability Governance

•

Electric Transmission

•

Natural Gas

•

Water

•

Energy Efficiency

•

Corporate and Compensation Governance

•

Our Employees

•

Our Communities

•

Environmental Stewardship

•

Climate Leadership

•

Accountability

20    2018 Proxy Statement

GOVERNANCE OF EVERSOURCE ENERGY

Sustainability Governance. Sustainability reporting at Eversource is managed by a sustainability team, which is overseen by executive level management. Our team meets regularly throughout the year to assess current practices and identify improvement opportunities. All operational and business disciplines are engaged in our sustainability reporting process.

Electric Transmission. Since 2001, Eversource has sited and built complex and varied projects in densely populated, congested areas in our service territory. These projects have enhanced the reliability of the electric grid, eased congestion, accelerated retirement of older, higher emission coal and oil-fueled power plants, and helped to provide greater access to new, environmentally-friendly renewable power sources. Over the next four years, Eversource Energy plans to invest approximately $4.1 billion in projects and upgrades to modernize our electric transmission system and meet the region's renewable energy needs. A more reliable, more efficient electric grid will provide New England with the infrastructure that is critical to help the region meet its aggressive greenhouse gas reduction goals. If approved, our proposed $1.6 billion Northern Pass project will allow New England to import up to 1,090 megawatts of clean energy for 40 years beginning in late 2020.

Natural Gas. Our Distribution Integrity Management Programs are designed to improve service for our customers by mitigating potential risks and identifying and prioritizing operational and infrastructure enhancements. Replacement of aging natural gas infrastructure is an example of a top priority to minimize the potential for natural gas emissions and to prevent the release of greenhouse gases into the atmosphere. Over the past five years, we have doubled the pace at which we are replacing older natural gas pipelines in both Massachusetts and Connecticut.

Our natural gas utilities have adopted natural gas expansion initiatives designed to increase the number of new natural gas heating customers, as well as providing residential and business customers currently heating with fuel oil and electricity with an opportunity to convert to natural gas. Burning natural gas reduces greenhouse gas emissions, because natural gas emits about 27 percent less carbon than fuel oil when used for space heating. Gas expansion is also expected to create numerous new jobs.

Water. Aquarion Water Company provides water services to residential, commercial, industrial, fire protection and other customers in Connecticut, Massachusetts and New Hampshire. Our water utilities obtain their water supplies from wholly-owned surface water sources and groundwater supplies, as well as water purchased from other water suppliers. Approximately 98 percent of our

annual production is self-supplied and processed at ten surface water treatment plants and numerous well stations, all wholly-owned and located in Connecticut, Massachusetts and New Hampshire.

Energy Efficiency. Delivering clean, efficient energy is one of our primary goals. We work with our customers to improve their energy efficiency. We are currently investing approximately $500 million a year in energy efficiency, and consider these investments to be the most economical way to reduce our region's emissions and improve its competitiveness. Eversource's recent rankings confirm the success of our programs. Eversource was ranked first for incremental energy efficiency as a percentage of overall sales in the last study performed by the Coalition for Environmentally Responsible Economies (Ceres), a leading sustainability advocacy organization. The design and deployment of our energy-saving programs and services has contributed to our consistent top — tier ranking in both Massachusetts and Connecticut by the American Council for an Energy-Efficient Economy (ACEEE), with Eversource retaining the top spot in Massachusetts for the past seven years.

Our nationally recognized energy efficiency portfolio of services provides energy solutions for all Eversource customers — residential (including low-income), municipal, commercial and industrial. These solutions address energy-efficient new construction, weatherization, lighting, appliances, heating, cooling, mechanical and process equipment replacement that go beyond code compliance and are transforming the marketplace. Combined with online customer engagement tools and on-site education, green-job training and community outreach services, energy efficiency is generating savings that go back into our region's economy. These investments are expected to continue to reduce carbon emissions by millions of tons per year.

Corporate and Compensation Governance. We remain committed to effective corporate governance and executive compensation standards. Please see the Corporate Governance and Executive Compensation Highlights on page 4 of this proxy statement.

Our Employees. We are dedicated to ensuring that all of our employees receive good pay, are given the tools to perform their jobs safely, have access to affordable healthcare, and can look forward to a happy and comfortable retirement. We also are committed to diversity in the workplace; Ceres recently commended us for our progress and commitment to diversity, which includes linking executive compensation to increasing leadership-level position diversity.

2018 Proxy Statement    21

GOVERNANCE OF EVERSOURCE ENERGY

Our Communities. Eversource is committed to the health and economic well-being of the residents, businesses and institutions of Connecticut, Massachusetts and New Hampshire. We recognize and value our role as a corporate citizen in the cities and towns across our service territory. We are helping to build healthier, stronger communities through strategic charitable partnerships, local giving, employee volunteerism and economic development opportunities. We have a dedicated team responsible for all philanthropy, working to ensure our continued commitment to community outreach and corporate giving.

We have a long history of partnering with local and regional community organizations. Through grants, we support economic and community development, the environment, and initiatives that address local, high-priority concerns and needs. We provided nearly $16.1 million in grants to nonprofit organizations and worthwhile regional activities across our tri-state service area in 2017. We have strong partnerships with key community organizations across New England, including our continued support of the Eversource Walk for Boston Children's Hospital, the Eversource Hartford Marathon, the Eversource Walk and 5K Run for Easter Seals New Hampshire, the United Way, and Special Olympics.

Environmental Stewardship. At Eversource, we value our native resources and take great care to promote conservation and manage natural and cultural resources. We dedicate professional resources to maintain the integrity and long-term vitality of the land we manage. Examples include the Eversource Land Trust, which was created to promote the preservation of open space, and our focus on rights-of-way maintenance practices that promote critical diverse habitats. Our vegetation management program is an industry best-practice plan to balance the needs of our customers and communities with the goal of providing safe, reliable electric service for our customers, while monitoring growth of trees around power lines. We partner with state Historic Preservation and Tribal Historic Preservation offices to identify and protect cultural resources of significance during construction projects. In addition, Eversource was again recognized in 2017 by Newsweek magazine for its leadership in corporate sustainability and environmental performance, placing 20^th among 500 companies in Newsweek's annual Green Rankings list.

Climate Leadership. We have developed meaningful strategies to reduce our carbon footprint, and are proud

to be one of the greenest utilities in the nation. We are a founding partner of the EPA's Natural Gas STAR Methane Challenge Program, and have committed to specific targets to reduce fugitive emissions from our natural gas system. We collaborate with other utilities and industry partners across the country to better understand storm hazards and develop solutions to improve our system reliability. Our employees are committed to ensuring that our comprehensive emergency preparedness and resiliency plans will keep our communities safe. We lead by example, operating Eversource facilities and fleet in a sustainable, responsible manner. In January 2018, we completed the sale of our fossil fuel generating assets in New Hampshire, further reducing Eversource's overall carbon emissions. At the same time, we have formed a partnership with the world's leader in off-shore wind development to build at least 2,000 megawatts of off-shore wind turbines southeast of the Massachusetts coast, and we are building 62 megawatts of solar generation in Massachusetts.

Accountability. We hold ourselves accountable for the impact our business might have on the environment, meeting, and in many cases exceeding, all environmental laws and regulatory commitments and requirements. We actively work with customers, community members, environmental groups, regulatory agencies, and civic and business partners to promote transparent operations. Our employees, as well as vendors, suppliers, and contractors, are expected to adhere to all environmental laws as stated in our Code of Business Conduct, Supplier Code of Conduct and RFP process. We are committed to tracking and monitoring our progress via a set of metrics, which receive regular executive leadership review. We work every day to ensure that our operations have minimal impact on the environment, including project permitting, spill response, and emissions reporting.

For additional information on these initiatives and our progress to date, you can access the Company's comprehensive sustainability report, which describes in greater detail our commitment to safety, reliability, expanding energy options for our region, environmental stewardship and other objectives, through the Company's website at www.eversource.com/content/ema-c/about/investors/investor-relations/sustainability-the-environment/sustainability.

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GOVERNANCE OF EVERSOURCE ENERGY

Shareholder Engagement

As part of our corporate governance program, we engage with many of our institutional shareholders on corporate governance issues, as part of our active program that includes approximately 300 in-person meetings per year with our shareholders, which is carried out by our Investor Relations team throughout the year, and which focuses primarily on financial issues. Over the course of 2017 at separate in-person or telephonic meetings, we provided our shareholders with a short overview of our corporate governance and enterprise risk oversight programs, along with a description of our

ESG practices and our growing socially responsive investor base. The meetings included a dialogue between us and the representatives of our shareholders on current corporate governance and executive compensation issues, including proxy access, Board member refreshment, Board self-assessments, stock incentive plan metrics, and general corporate governance issues, together with comprehensive discussions of our Company's multi-faceted clean energy and carbon reduction efforts.

2018 Proxy Statement    23

Trustee Independence

We have adopted Corporate Governance Guidelines incorporating independence standards that meet the listing standards of the NYSE. The Corporate Governance Guidelines are available on our website at www.eversource.com/Content/general/about/investors/
corporate-governance/guidelines. In addition, we have 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 or director of a charitable organization, and our discretionary charitable contributions to the organization, in the aggregate, do not exceed the greater of $200,000 or two percent of the organization's total annual charitable receipts or latest publicly available operating budget. The Trustee Independence Guidelines are available on our website at www.eversource.com/Content/general/about/investors/
corporate-governance/board-independence-guidelines.

The Corporate Governance Committee conducts an annual review of the independence of the members of the Board, including all nominees, and reports its findings to the full Board. Applying the Corporate Governance Guidelines, the Committee, assisted by legal counsel, reviews and considers relationships and transactions between Eversource Energy, its affiliates and subsidiaries on the one hand, and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate family on the other hand. The Committee also reviews Eversource Energy's charitable donations to organizations in which the Trustees or their immediate family members serve as officers or directors. Similarly, the Committee examines relationships and transactions between each Trustee and our independent registered public accounting firm as well as entities associated with our senior management. The Committee determined on February 7, 2018 that none of these relationships was material to the nominees for Trustee or likely to impair the independence of any of the nominees for Trustee.

The Board of Trustees separately considered that the utility operating company subsidiaries of Eversource Energy provide electric service, natural gas service or water service to the residences of Trustees and/or companies with which some of the Trustees are associated. These utility services are provided in the ordinary course of business, on an arm's length basis and pursuant to rates determined by the applicable public utility commission and available to all similar customers of the utility. The Board has determined that relationships that exist solely due to an individual or entity purchasing electric service, natural gas service or

water service from any of the utility operating company subsidiaries of Eversource Energy in the ordinary course of business, on an arm's length basis and pursuant to rates determined by the applicable public utility commission, are immaterial to the independence of the Trustees.

On February 7, 2018, based on the recommendation of the Corporate Governance Committee following its review, the Board of Trustees affirmatively determined that each of the Trustees, with the exception of Mr. Judge, our Chairman, President and Chief Executive Officer, satisfied the independence criteria (including the enhanced criteria with respect to members of the Audit and Compensation Committees) set forth in the current listing standards and rules of the NYSE and the SEC and under our Corporate Governance Guidelines.

Related Person Transactions

The Board of Trustees has adopted a Related Person Transactions Policy, which is administered by the Corporate Governance Committee. The Policy generally defines a Related Person Transaction as any transaction or series of transactions in which (i) Eversource Energy or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any Related Person has a direct or indirect material interest. A Related Person is defined as any Trustee or nominee for Trustee, any executive officer, any shareholder owning more than 5% of our total outstanding shares, and any immediate family member of any such person. The Board has determined that the provision of utility services noted in the previous section does not constitute a Related Person Transaction for reasons similar to those reviewed in the previous section's discussion of independence. Management submits to the Corporate Governance Committee for consideration any proposed Related Person Transaction. The Corporate Governance Committee recommends to the Board of Trustees for approval only those transactions that are in our best interests. Related Person Transactions are considered in light of the requirements set forth in our Code of Business Conduct, including the Conflicts of Interest Policy, and our Code of Ethics for Senior Financial Officers. If management causes us to enter into a Related Person Transaction prior to approval by the Committee, the transaction will be subject to ratification by the Board of Trustees. If the Board determines not to ratify the transaction, then management will make all reasonable efforts to cancel or annul such transaction. On February 7, 2018, based on facts of which we are aware, as reported on the Trustees questionnaires

24    2018 Proxy Statement

TRUSTEE INDEPENDENCE

completed by each Trustee and on reviews of all transactions involving the Company and all Related Persons conducted by both management and our independent registered public accounting firm, and after applying the NYSE Listing Standards and the Trustee

Independence Guidelines, the Board of Trustees determined that none of the Eversource Related Persons, including the Trustees, has a direct or indirect material interest in any transaction involving the Company or its subsidiaries.

2018 Proxy Statement    25

The Code of Ethics and the Code of Business Conduct

We have adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) and a Code of Business Conduct which include requirements applicable in whole or in part to all of the Trustees, directors, officers, employees, contractors and agents of Eversource Energy and its subsidiaries. The Code of Ethics is available on our website at www.eversource.com/Content/general/about/investors/corporate-governance/code-of-ethics-for-senior-financial-officers, and our Code of Business Conduct is available on our website at

www.eversource.com/Content/docs/default-source/Investors/Code_of_business_conduct. You may obtain a printed copy of the Code of Ethics and the Code of Business Conduct, without charge, by contacting our Secretary at the address set forth on page 72 of this proxy statement. Any amendments to or waivers under the Code of Ethics or the Code of Business Conduct will be posted to our website at www.eversource.com/Content/general/about/investors/corporate-governance.

Communications from Shareholders and Other Interested Parties

Interested parties, including shareholders, who desire to communicate directly with the Board of Trustees, the non-management Trustees as a group, or individual Trustees, including the Lead Trustee, Mr. Cloud, should send written communications in care of our Secretary

at the mailing address set forth on page 72 of this proxy statement. The Secretary will review each communication and forward all communications that properly identify the sender to the intended recipient or recipients, other than those relating to billing and service issues, which are forwarded directly to a specialized team for resolution.

26    2018 Proxy Statement

Securities Ownership of Certain Beneficial Owners

The following table provides information as to persons who are known to us to beneficially own more than five percent of the common shares of Eversource Energy. We do not have any other class of voting securities.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355		33,913,632	(1)		10.7%	(1)
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		25,206,815	(2)		8.0%	(2)

(1)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2018, reporting that as of December 31, 2017, The Vanguard Group, Inc. had the sole power to vote or direct the vote of 492,487 common shares, the shared power to vote or direct the vote of 159,722 common shares, the sole power to dispose of or to direct the disposition of 33,315,908 common shares, and the shared power to dispose of or to direct the disposition of 597,724 common shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 344,470 common shares as investment manager of collective trust accounts, and directs the voting of these shares. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 399,261 common shares as investment manager of Australian investment offerings, and directs the voting of these shares.

(2)

Based solely on a Schedule 13G/A filed with the SEC on February 8, 2018, reporting that as of December 31, 2017, BlackRock, Inc. and certain subsidiaries beneficially owned and had the sole power to dispose of or direct the disposition of all of these common shares, and the sole power to vote or direct the vote of 22,168,885 of these common shares.

2018 Proxy Statement    27

Common Share Ownership of Trustees and Management

The table below shows the number of our common shares beneficially owned as of March 1, 2018, by each of our Trustees and Named Executive Officers, as well as the number of common shares beneficially owned by all of our Trustees and executive officers as a group. The table also includes information about restricted share units and deferred shares credited to the accounts of our Trustees and executive officers under certain compensation and benefit plans. The address for the shareholders listed below is c/o Eversource Energy, 300 Cadwell Drive, Springfield, Massachusetts 01104.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)(2)			Percent of Class
Gregory B. Butler		86,390	(3)	*
John S. Clarkeson		32,257		*
Cotton M. Cleveland		67,041		*
Sanford Cloud, Jr.		45,956	(4)	*
James S. DiStasio		26,175		*
Francis A. Doyle		21,345	(5)	*
Charles K. Gifford		72,417		*
James J. Judge		257,977	(3)	*
John Y. Kim		2,175		*
Paul A. La Camera		57,316		*
Kenneth R. Leibler		35,500		*
Philip J. Lembo		40,090	(3)(6)	*
Leon J. Olivier		136,939	(3)	*
Werner J. Schweiger		252,315	(3)	*
William C. Van Faasen		48,283		*
Frederica M. Williams		17,954		*
Dennis R. Wraase		30,576	(7)	*
All Trustees and Executive Officers as a group (20 persons)		1,411,086	(8)	*

*

Less than 1% of Eversource Energy common shares outstanding.

(1)

The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as noted below.

(2)

Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, as follows: Mr. Butler: 17,626; Mr. Clarkeson: 15,269 shares; Ms. Cleveland: 57,721 shares; Mr. Cloud: 34,897 shares; Mr. DiStasio: 24,715 shares; Mr. Doyle: 15,269 shares; Mr. Gifford: 64,764 shares; Mr. Judge: 174,196; Mr. Kim: 2,175 shares; Mr. La Camera: 57,316 shares; Mr. Leibler: 15,269 shares; Mr. Lembo: 23,150 shares; Mr. Olivier: 28,720 shares; Mr. Schweiger: 185,768 shares; Mr. Van Faasen: 46,823 shares; Ms. Williams: 16,495 shares; and Mr. Wraase: 26,576 shares.

(3)

Includes common shares held as units in the 401k Plan invested in the Eversource Energy Common Shares Fund over which the holder has sole voting and investment power (Mr. Butler: 5,771; Mr. Judge: 25,493 shares; Mr. Lembo: 2,812; Mr. Olivier: 4,532 shares; and Mr. Schweiger: 262 shares).

(4)

Includes 8,200 common shares held by Mr. Cloud's spouse. Mr. Cloud disclaims beneficial ownership of the common shares held by his spouse.

(5)

Includes 333 common shares held by Mr. Doyle's spouse. Mr. Doyle disclaims beneficial ownership of the common shares held by his spouse.

(6)

Includes 409 common shares held by Mr. Lembo in a custodial account over which Mr. Lembo has sole voting and investment power.

(7)

Includes 4,000 common shares owned jointly by Mr. Wraase and his spouse, with whom he shares voting and investment power.

(8)

Includes 396,293 unissued common shares. See note 2.

28    2018 Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Trustees and executive officers of Eversource Energy and persons who beneficially own more than ten percent of our outstanding common shares to file reports of ownership and changes in ownership with the SEC and the NYSE. We assist our Trustees and executive officers by monitoring

transactions and completing and filing Section 16 reports on their behalf. Based on such reports and the written representations of our Trustees and executive officers, we believe that for the year ended December 31, 2017, all such reporting requirements were complied with in a timely manner.

2018 Proxy Statement    29

Trustee Compensation

The Compensation Committee periodically reviews the compensation of our non-employee Trustees and, when it deems appropriate and upon consultation with the Committee's independent compensation consultant, recommends adjustments to be approved by the Board. The Compensation Committee recommends to the Board of Trustees compensation for the Trustees based on competitive market practices for both the total value of compensation and the allocation of cash and equity. The Committee uses data obtained from similarly sized utility and general industry companies as guidelines for setting Trustee compensation. The level of Trustee compensation recommended by the Committee and approved by the Board enables us to attract Trustees who have a broad range of backgrounds and experiences.

Each non-employee Trustee serving on January 1 receives a grant under the Company's Incentive Plan, generally effective on the tenth business day of each such

year, of the number of restricted stock units (RSUs) resulting from dividing $135,000 by the average closing price of our common shares as reported on the NYSE for the 10 trading days immediately preceding such date and rounding the resulting amount to the nearest whole RSU. RSUs generally vest on the next business day following the grant, and distribution to the Trustee in equivalent common shares is deferred until the tenth business day of January of the year following retirement from Board service. Any individual who is elected to serve as a Trustee after January 1 of any calendar year receives an RSU grant prorated from the date of such election and granted on the first business day of the month following such election. Effective January 1, 2018, non-employee Trustees are required to defer at least 50 percent of annual stock compensation until retirement, and may defer up to 100% of annual stock compensation until retirement.

2017 Trustee Compensation

Compensation Element	Amount
Annual Cash Retainer	$100,000
Annual Stock Retainer	$135,000
Board and Committee Attendance Fees	None
Annual Lead Trustee Retainer	$27,500
Annual Committee Chair Retainer	$17,500 Audit
	$12,500 Compensation
	$12,500 Corporate Governance
	$12,500 Finance

Annual cash retainers of $100,000 per Trustee, additional Committee and Chair and Lead Trustee cash retainers and annual RSU grants for service on the Board for 2017 based on the amounts described above were paid as described in this section. Pay Governance LLC provided the Compensation Committee with a review of competitive market practices and compensation in 2017. As a result, the annual cash retainer was increased by $15,000 and the annual Chair and Lead Trustee cash retainers were each increased by $2,500, effective January 1, 2018.

The share ownership guidelines set forth in the Company's Corporate Governance Guidelines require each Trustee to attain and hold 7,500 common shares and/or RSUs of the Company within five years from January 1 of the year succeeding their date of election to the Board. All of the current Trustees exceed the required share ownership threshold except for Mr. Kim, who was elected as a Trustee effective January 1, 2018.

Pursuant to the Company's Deferred Compensation Plan, prior to the year earned, each Trustee may irrevocably elect to defer receipt of all or a portion of their compensation. Deferred funds are credited with deemed earnings on various deemed investments as permitted by the Deferred Compensation Plan. Deferred cash compensation is payable either in a lump sum or in installments in accordance with the Trustee's prior election. There were no above-market earnings in deferred compensation value during 2017, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company common shares.

Our new Incentive Plan places a limit on the amount of total annual compensation that can be paid to any Trustee. When applicable, we pay travel-related expenses for spouses of Trustees who attend Board functions, but we do not pay tax gross-up payments in connection with such expenses, nor do we pay pension benefits to our non-employee Trustees.

30    2018 Proxy Statement

TRUSTEE COMPENSATION

The table below sets forth all compensation paid to or accrued by each non-employee Trustee in 2017.

Trustee	Fees Earned Or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
John S. Clarkeson	100,000	136,625.44	236,625.44
Cotton M. Cleveland	100,000	136,625.44	236,625.44
Sanford Cloud, Jr.	140,000	136,625.44	276,625.44
James S. DiStasio	112,500	136,625.44	249,625.44
Francis A. Doyle	117,500	136,625.44	254,125.44
Charles K. Gifford	112,500	136,625.44	249,125.44
Paul A. La Camera	100,000	136,625.44	236,625.44
Kenneth R. Leibler	100,000	136,625.44	236,625.44
Thomas J. May(3)	50,000	136,625.44	186,625.44
William C. Van Faasen	100,000	136,625.44	236,625.44
Frederica M. Williams	100,000	136,625.44	236,625.44
Dennis R. Wraase	100,000	136,625.44	236,625.44

(1)

Represents the aggregate dollar amount of all fees earned or paid in cash, including annual retainer fees and committee chair fees. Also includes the amount of cash compensation deferred at the election of the Trustee. For the fiscal year ended December 31, 2017, Mr. Doyle deferred 100% of his cash compensation.

(2)

Reflects the grant date market value, based on a closing price of $55.72 per share on January 17, 2017, of 2,452 RSUs, determined in accordance with the provisions set forth on the preceding page, which were granted on January 17, 2017, and which vested on January 18, 2017. The current non-employee Trustees held the following aggregate number of RSUs received as stock compensation, including dividend equivalents, at December 31, 2017: Mr. Clarkeson: 13,094; Ms. Cleveland: 50,882; Mr. Cloud: 32,722; Mr. DiStasio: 13,094; Mr. Doyle: 13,094; Mr. Gifford: 13,094; Mr. La Camera: 13,094; Mr. Leibler: 13,094; Mr. Van Faasen: 13,094; Ms. Williams: 13,094; and Mr. Wraase: 24,401.

(3)

Mr. May retired as Chairman of the Board of Trustees effective May 3, 2017.

2018 Proxy Statement    31

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) provides information about the principles behind our compensation objectives, plans, policies and actions for our Named Executive Officers. The discussion describes the specific components of our compensation programs, how Eversource Energy measures performance, and how our compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for our Named Executive Officers, as presented in the tables and narratives that

follow. While this discussion focuses primarily on 2017 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of our compensation programs and the specific awards that were made for performance through 2017. The CD&A also contains a summary of 2017 performance, an assessment of the performance and the compensation awards made by the Compensation Committee, and other information relating to our compensation programs, including:

	Pay for Performance Philosophy
	Executive Compensation Governance
	The Named Executive Officers
	Overview of our Compensation Program
	Market Analysis
	Elements of 2017 Compensation
	2017 Annual Incentive Program
	2017 Assessment of Financial and Operational Performance
	Performance Goal Assessment Matrix

	Description of our Long-Term Incentive Program, Grants and Performance Plan Results
	Disclosure of our:
	o Clawback and No Hedging and No Pledging Policies
	o Share Ownership Guidelines
	o Other Benefits
	Contractual Agreements
	Tax and Accounting Considerations
	Equity Grant Practices

Summary of 2017 Performance

In 2017, we achieved very positive overall financial and operational performance results. The following is a summary of some of our most important accomplishments in 2017:

2017 Financial Accomplishments

•

Our earnings grew by 5.1% in 2017, exceeding the established goal. 2017 earnings were $3.11 per share.

•

Our total shareholder return in 2017 was 18%, comparing favorably to the industry average return of 11.7%, and over the longer term, our stock performance continued to outperform the industry. This marks the eighth time in nine years that Eversource has achieved a double-digit total shareholder return. Only two other companies within the Edison Electric Institute (EEI) index of 43 utility companies have accomplished this.

•

We increased our 2017 dividend to $1.90 per share, a 6.7% increase over 2016, continuing to significantly outperform the dividend growth rate of the EEI Index companies.

•

Standard & Poor's (S&P) raised our Credit Rating from A to A+. It remains the highest holding company S&P credit rating in the industry, by two credit notches.

•

We continued to successfully achieve operations and maintenance expense reductions in 2017, and our total utility operations and maintenance expenses were $14 million under budget.

•

We became the only electric and gas utility in the country to add a water utility as an additional line of business through the purchase of Aquarion Water Company. Participating in a highly competitive auction process, we negotiated a purchase agreement, received regulatory approvals in three states within five months, and closed the transaction in early December 2017, creating a new, complementary, growth-oriented business line.

32    2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Set forth below is information relating to key financial metrics over the past three to five years:

Earnings Growth – 2015 - 2017 recurring earnings per share have grown 5.5% on average, consistent with our long-term earnings guidance and above the utility industry average.

Recurring earnings per share, presented below for 2015 exclude merger-related costs.    A reconciliation between reported 2015 earnings per share and the recurring earnings per share presented below appears under the caption entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Earnings per Share

Dividend Growth – As a result of our continuing strong earnings growth, the Board of Trustees increased the annual dividend rate by 6.7% for 2017 to $1.90 per share, which exceeds the EEI Index companies' median dividend growth rate of 4.8%. The dividend growth rate for the period 2015 - 2017 has averaged 6.6%, well ahead of the utility industry average.

Dividends Paid

Total Shareholder Return – Our Total Shareholder Return in 2017 was 18%, compared to the 11.7% growth of the EEI Index companies and 21.8% for the S&P 500. We also outperformed the EEI Index companies over 2013 - 2017. An investment of $1,000 in our common shares at the beginning of the five-year period beginning January 1, 2013 was worth $1,904 on December 31, 2017.

The following charts represent the comparative one- and five-year total shareholder returns for the periods ending December 31, 2017, respectively:

One-Year Total Shareholder Return

Five-Year Cumulative Shareholder Return

2017 Operational Accomplishments

•

Our overall electric system reliability performance in 2017 was our best ever; on average, customer power interruptions were 17.6 months apart, and average restoration time was 73.2 minutes. Our performance ranks in the first quartile of the industry.

•

Our Massachusetts electric and gas distribution companies each met or exceeded Service Quality Index performance targets established by regulators in Massachusetts, which is the only state in our service territory that has such performance targets.

•

We exceeded our established targets in safety performance and response to gas service calls. Our safety performance, which is measured by Days Away or Restricted Time ("DART"), was our best ever, and in the first quartile of the industry.

•

We added more than 10,000 new gas customers for the fifth consecutive year, exceeded our gas emergency response rate target, and received our highest satisfaction rating (93%) for new customer connections.

•

We exceeded the target of having 37% of new hires and promotions within the supervisor and above management group be women or persons of color.

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COMPENSATION DISCUSSION AND ANALYSIS

•

We achieved very constructive regulatory outcomes, including the sale of our New Hampshire fossil generation assets; receiving a constructive rate order for our Massachusetts electric companies; and successfully resolving a complex and significant dispute regarding an underwater electric cable with federal agencies and the Massachusetts Water Resources Authority.

•

We continue to operate our electric and gas systems well. This is the result of the continuing implementation of best practices, focusing on investments in reliability improvements to reduce the number and length of outages, and performing our work safely each and every day.

Set forth below is information relating to key operational metrics over the past four years.

Reliability – Electric System Reliability, which is measured by months between interruptions and average time to restore power, was in the first quartile of our industry, with our best results ever for the lowest number and frequency of interruptions.

Reliability Performance

Months Between Interruptions

Restoration Performance

Safety performance, measured by DART per 100 workers, improved significantly; performance was in the first quartile of our industry and the best ever performance for the Company.

Safety Performance

Days Away or Restricted Time/100 Workers

Achievement of the 2017 performance goals, additional accomplishments and the Compensation Committee's assessment of Company and executive performance are more fully described in the section below titled "2017 Annual Incentive Program." Specific decisions regarding executive compensation based upon the Committee's assessment of Company and executive performance and market data are also described below.

Pay for Performance

The Committee links our Named Executive Officers' compensation to performance that will ultimately benefit our customers and shareholders. Our compensation program is intended to attract and retain the best executive talent in the industry, motivate our executives to meet or exceed specific stretch financial and operational goals each year, and compensate our

executives in a manner that aligns compensation directly with performance. We strive to provide executives with base salary, performance-based annual incentive compensation, and performance-based long-term incentive compensation opportunities that are competitive with market practices and that reward excellent performance.

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Executive Compensation Governance

What we DO:
✓	Pay for Performance.
✓	Share ownership and holding guidelines.
✓	Clawback policy of incentive compensation.
✓	Double-trigger change in control vesting provisions.
✓	Independent compensation consultant.
✓	Annual Say-on-Pay Vote.
✓	Payout limitations on incentive awards.

What we DON'T do:
✕	No tax gross-ups in any new or materially amended executive compensation agreements.
✕	No hedging, pledging or similar transactions by executives and Trustees.
✕	No re-pricing of options.
✕	No liberal share recycling.
✕	No dividends on equity awards before vesting.

•

The executive and Trustee share ownership and holding guidelines noted in this CD&A emphasize the importance of aligning management and governance with shareholders. Under the share ownership guidelines, which require our Chief Executive Officer to hold shares equal to six times base salary, we require our executives to hold 100% of the shares awarded under the Company's stock compensation program until the share ownership guidelines have been met.

•

Our new Incentive Plan includes a clawback provision that requires our executives and other participants to

reimburse the Company for incentive compensation received, not only if earnings were subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, but also if there had been a material violation of our Code of Business Conduct or material breach of a covenant in an employment agreement. The Plan also imposes limits on awards and on Trustee compensation, and prohibits repricing of awards and liberal share recycling.

•

The Company has discontinued the use of "gross-ups" in all new or materially amended executive compensation agreements.

•

The Company has a "no hedging and no pledging" policy that prohibits all Trustees and executives from purchasing financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of our common shares. This policy also prohibits all pledges, derivative transactions or short sales involving our common shares or the holding of any Company common shares in a margin account.

•

Our employment agreements and incentive plan provide for "double-trigger" change in control acceleration of compensation.

•

The Compensation Committee annually assesses the independence of its compensation consultant, Pay Governance LLC (Pay Governance), which is retained directly by the Committee. Pay Governance performs no other consulting nor provides services for the Company, and has no relationship with the Company that could result in a conflict of interest. At its February 7, 2018 meeting, the Committee has concluded that Pay Governance is independent and that no conflict of interest exists between Pay Governance and the Company.

Named Executive Officers

The executive officers listed in the Summary Compensation Table and whose compensation is discussed in this CD&A are referred to as the "Named Executive Officers" under SEC regulations. For 2017, the Named Executive Officers are:

•

James J. Judge, Chairman, President and Chief Executive Officer

•

Philip J. Lembo, Executive Vice President and Chief Financial Officer

•

Leon J. Olivier, Executive Vice President, Enterprise Energy Strategy and Business Development

•

Werner J. Schweiger, Executive Vice President and Chief Operating Officer

•

Gregory B. Butler, Executive Vice President and General Counsel

Overview of Our Compensation Program

The Role of the Compensation Committee. The Board of Trustees has delegated to the Compensation Committee overall responsibility for establishing the compensation

program for those senior executive officers, whom we refer to in this CD&A as "executives" and whom are deemed to be "officers" under the SEC's regulations

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COMPENSATION DISCUSSION AND ANALYSIS

that determine the persons whose compensation is subject to disclosure. In this role, the Committee sets compensation policy and compensation levels, reviews and approves performance goals and evaluates executive performance. Although this discussion and analysis refers principally to compensation for the Named Executive Officers, the same compensation principles and practices apply to all executives. The compensation of the Chief Executive Officer is subject to the further review and approval of the independent Trustees.

Elements of Compensation. Total direct compensation consists of three elements: base salary, annual cash incentive awards and long-term equity-based incentive awards. Indirect compensation is provided through certain retirement, perquisite, severance, and health and welfare benefit programs.

Our Compensation Objectives.    The objectives of our compensation program are to attract and retain superior executive talent, motivate our executives to achieve annual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices. With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as long-term value creation and maintaining a strong balance sheet. The Committee also places great emphasis on system reliability and good customer service. Our compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with Eversource Energy's customers and shareholders. The Committee continually increases expectations to motivate our executives and employees to achieve continuous improvement in carrying out their responsibilities to our customers to deliver energy reliably, safely, with respect for the environment and our employees, and at a reasonable cost, while providing an above-average total shareholder return to our shareholders.

Setting Compensation Levels. To ensure that the Company achieves its goal of providing market-based compensation levels to attract and retain top quality management, the Committee provides our executives with target compensation opportunities approximately equal to median compensation levels for executive officers of companies in the utility industry comparable to us in size. To achieve that goal, the Committee and its independent compensation consultant work together to determine the market values of executive direct compensation elements (base salaries, annual incentives and long-term incentives), as well as total compensation, by using competitive market compensation data. The Committee reviews competitive compensation data

obtained from utility and general industry surveys and a specific group of peer utility companies. Levels may be lower than median for those executives who are new to their roles, while long-tenured, high performing executives may be compensated above median. The review by Pay Governance performed in late 2017 indicated that the Company's aggregate executive compensation levels were aligned with median market rates.

Role of the Compensation Consultant. The Committee has retained Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Committee and does not provide any other services to the Company. With the consent of the Committee, Pay Governance works cooperatively with the Company's management to develop analyses and proposals for presentation to the Committee. The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation we pay to our executives and to review the Committee's proposed compensation decisions.

Pay Governance Independence. In February 2018, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules, and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, including the written representations of Pay Governance that Pay Governance does not provide any other services to the Company, the level of fees received from the Company as a percentage of Pay Governance's total revenues, the policies and procedures employed by Pay Governance to prevent conflicts of interest, and whether the individual Pay Governance advisers with whom the Committee consulted own any Eversource Energy common shares or have any business or personal relationships with members of the Committee or our executives.

Role of Management. Management's roles, and specifically the roles of the Chief Executive Officer and the Executive Vice President of Human Resources and Information Technology, are to provide current compensation information to the compensation consultant and analyses and recommendations on executive compensation to the Committee based on the market value of the position, individual performance, experience and internal pay equity. The Chief Executive Officer also provides recommendations on the compensation for the other Named Executive Officers. None of the executives makes recommendations that affect his or her individual compensation.

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Market Analysis

The Compensation Committee seeks to provide our executives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of utility companies comparable to the Company. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 2017 compensation:

•

Utility and general industry compensation survey data.  The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent our market for executive officer talent. Utility industry data serve as the primary reference point for benchmarking officer compensation and are based on a defined peer set, as discussed below, while general industry data is derived from compensation consultant surveys and

serves as a secondary reference point. General industry data are used for staff positions and are size-adjusted to ensure a close correlation between the market data and the Company's scope of operations. The Committee used this information, which it obtained from Pay Governance, to evaluate and determine base salaries and incentive opportunities.

Peer group data.  In support of our executive pay decisions during 2017 and early 2018, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of the Company's executive compensation levels, as compared to the 20 peer group companies listed in the table below. This peer group was chosen because these companies are and continue to be similar to Eversource Energy in terms of size, business model and long-term strategies.

Alliant Energy Corporation	DTE Energy Company	PPL Corporation
Ameren Corporation	Edison International	Public Service Enterprise Group, Inc.
American Electric Power Co., Inc.	Entergy Corporation	SCANA Corp.
CenterPoint Energy, Inc.	FirstEnergy Corp.	Sempra Energy
CMS Energy Corp.	NiSource Inc.	WEC Energy Group, Inc.
Consolidated Edison, Inc.	PG&E Corporation	Xcel Energy Inc.
Dominion Resources, Inc.	Pinnacle West Capital Corporation

The Committee reviews the appropriateness of the peer group periodically and adjusts the target percentages of annual and long-term incentives based on the survey data and recommendations from the CEO, after discussion with the compensation consultant to ensure that they are approximately equal to competitive median levels.

The Committee also determines perquisites to the extent they serve business purposes, and sets supplemental benefits at levels that provide appropriate compensation opportunities to the executives. The Committee periodically reviews the general market for supplemental benefits and perquisites using utility and general industry survey data, including data obtained from companies in the peer group.

Mix of Compensation Elements.    We target the mix of compensation for our Chief Executive Officer and the other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix. The mix is

heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward long-term compensation. Since our most senior positions have the greatest responsibility for implementing our long-term business plans and strategies, a greater proportion of total compensation is based on performance with a long-term focus.

The Committee determines the compensation for each executive based on the relative authority, duties and responsibilities of the executive. Our Chief Executive Officer's responsibilities for the strategic direction and daily operations and management of Eversource are greater than the duties and responsibilities of our other executives. As a result, our Chief Executive Officer's compensation is higher than the compensation of our other executives. Assisted by the compensation consultant, the Committee regularly reviews market compensation data for executive officer positions similar to those held by our executives, including our Chief Executive Officer.

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COMPENSATION DISCUSSION AND ANALYSIS

The following table sets forth the contribution to 2017 Total Direct Compensation (TDC) of each element of compensation at target, reflected as a percentage of TDC, for the Named Executive Officers. The percentages shown in this table are at target and therefore do not correspond to the amounts appearing in the Summary Compensation Table.

	Percentage of TDC at Target
							Long-Term Incentives
Named Executive Officer (NEO)	Base Salary			Annual Incentive(1)			Performance Shares(1)			RSUs(2)			TDC
James J. Judge		16	%		18	%		33	%		33	%		100%
Philip J. Lembo		26	%		20	%		27	%		27	%		100%
Leon J. Olivier		26	%		20	%		27	%		27	%		100%
Werner J. Schweiger		26	%		20	%		27	%		27	%		100%
Gregory B. Butler		30	%		20	%		25	%		25	%		100%
NEO average, excluding CEO		27	%		20	%		27	%		27	%		100%

(1)

The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based.

(2)

Restricted Share Units (RSUs) vest over three years contingent upon continued employment.

Total Direct Compensation - CEO	Total Direct Compensation - All other NEO's

Risk Analysis of Executive Compensation Program.    The overall compensation program includes a mix of compensation elements ranging from a fixed base salary that is not at risk to annual and long-term incentive compensation programs intended to motivate officers and eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk. The fundamental objective of the compensation program is to foster the continued growth and success of our business. The design and implementation of the overall compensation program provides the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on the Company and our shareholders.

The Compensation Committee assesses the risks associated with the executive compensation program on an on-going basis by reviewing the various elements of incentive compensation. The annual incentive program was designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of the Company's annual

business plan. Similarly, the long-term incentive program was designed to ensure that the performance metrics were properly weighted and supportive of the Company's strategic plan. The Committee reviewed the overall compensation program in the context of the annual operating and strategic plans, which were both previously subject to Enterprise Risk Management and Risk Committee review.

The annual and long-term incentive programs were designed to include mechanisms to mitigate risk. These mechanisms include realistic goal setting and discretion with respect to actual payments, in addition to:

•

A mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizon;

•

A variety of performance metrics, including financial, operational, customer service, diversity and safety goals and other strategic initiatives for annual performance awards to avoid excessive focus on a single measure of performance;

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•

Metrics in the Company's long-term incentive compensation program that use earnings per share and total shareholder return, which are both robust measures of shareholder value and which reduce the risk that employees might be encouraged to pursue other objectives that increase risk or reduce financial performance;

•

The provisions of our annual and long-term incentive programs, which cap awards at 200% of target;

•

Our clawback provisions on incentive compensation; and

•

Stock ownership requirements for all executives, including our Named Executive Officers, and prohibitions on hedging, pledging and other derivative transactions related to our shares.

Based on these factors, the Compensation Committee and the Board of Trustees believe the overall compensation program risks are mitigated to reduce overall compensation risk.

Results of Our 2017 Say-on-Pay Vote.    We are requesting that Shareholders cast the annual advisory vote on executive compensation (a Say-on-Pay proposal). At the Company's Annual Meeting of Shareholders held on May 3, 2017, 89% of the votes cast on the Say-on-Pay proposal were voted to approve the 2016 compensation of the Named Executive Officers, as described in our 2017 proxy statement. Say-on-Pay results of the Company, along with utility and general industry peers, are reviewed with the Committee annually to help assess whether our shareholders continue to deem our executives' compensation to be appropriate. The Committee has and will continue to consider the outcome of the Company's Say-on-Pay votes when making future compensation decisions for the Named Executive Officers. Please see Item 2 in this proxy statement.

Elements of 2017 Compensation

Base Salary

Base salary is designed to attract and retain key executives by providing an element of total compensation at levels competitive with those of other executives employed by companies of similar size and complexity in the utility and general industries. In establishing base salary, the Compensation Committee relies on compensation data obtained from independent third-party surveys of companies and from an industry peer group to ensure that the compensation opportunities we offer are capable of attracting and retaining executives with the experience and talent required to achieve our strategic objectives. Adjustments to base salaries are made on an annual basis except in instances of promotions.

When setting or adjusting base salaries, the Committee considers annual executive performance appraisals; market pay movement across industries (determined through market analysis); targeted market pay positioning for each executive; individual experience; strategic importance of a position; recommendations of the Chief Executive Officer; and internal equity.

Incentive Compensation

Annual incentive and long-term incentive compensation are provided under the Company's Incentive Plan. The annual incentive program provides cash compensation intended to reward performance under our annual operating plan. The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executives with those of our shareholders, and retain the executives during the term of grants. The annual and long-term programs are designed to strike a balance between the Company's short- and long-term objectives so that the programs work in tandem.

In addition to the specific performance goals, the Committee assesses other factors, as well as the executives' roles and individual performance and then makes annual incentive program awards at the levels and amounts disclosed in this proxy statement. We are requesting that our shareholders approve the 2018 Eversource Incentive Plan at this year's Annual Meeting. Please see Item 3 in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

2017 Annual Incentive Program

In February 2017, the Committee established the terms of the 2017 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 65% to 115% of base salary.

At the February 2017 meeting, the Committee determined that for 2017 it would continue to base 70% of the annual incentive performance goals on the Company's overall financial performance and 30% of the annual performance goals on the Company's overall operational performance. The Committee also determined the specific goals that would be used to assess performance, with potential ratings on each goal

ranging from 0% to 200% of target. The Committee assigned weightings to each of these specific goals. For the financial component, the following goals were used: earnings per share, weighted at 70%, dividend growth goal, weighted at 20%, and credit rating, weighted at 10%. For the operational component, the Committee used the following goals: combined service reliability and restoration goals, weighted at 60%; combined key strategic regional energy projects, success in regulatory outcomes and improvement of the customer experience goals, weighted at 25%; and combined safety ratings, gas service response and diversity promotions and hires of leadership employee positions goals, weighted at 15%.

2017 Performance Goals

At the December 2017 meeting of the Committee, management provided an initial review of the Company's 2017 performance, followed in February 2018 by a full assessment of the performance goals, the additional accomplishments noted below under the caption "Additional Factors" and the overall performance of the Company and the executives. In addition to these meetings, the Committee and the Board were continuously provided updates during 2017 on corporate performance. At the February 2018 meeting, the Committee determined, based on its assessment of the financial and operational performance goals, to set the level of achievement of combined financial and operational performance goals results at 160% of target, reflecting the overall strong performance of the Company and the executive team. In arriving at this determination, the Committee determined that the financial performance goals result was 161% of target and the operational performance goals result was 155% of target. The individual financial and operational

performance goals results are as set forth below. The Chief Executive Officer recommended to the Committee payout levels for the executives (other than himself) based on his assessment of each executive's individual performance towards achievement of the performance goals and the additional accomplishments of the Company, together with each executive's contributions to the overall performance of the Company. The awards determined by the Committee were also based on the same three-component criteria.

Financial Performance Goals Assessment

•

Our earnings per share in 2017 increased by 5.1% over 2016 and exceeded the established goal of $3.10; 2017 earnings equaled $3.11 per share. We exceeded the earnings goal despite several significant challenges, including higher than anticipated storm costs and lower sales in 2017, which resulted in significantly lower than

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expected revenues of nearly $40 million. In a demanding operating environment, the Company reduced costs to mitigate these challenges. The Committee determined the earnings per share goal to have attained a 155% performance result.

•

We increased our dividend to $1.90 per share, a 6.7% increase from the prior year, compared to the utility industry's median dividend growth of 4.8%. The Committee determined this goal to have attained a 160% performance.

•

S&P raised the Company's credit rating in December 2017 to A+. This rating represents the highest S&P holding company credit rating in the utility industry, and continues to provide the foundation for favorable financing opportunities. The industry average credit rating at S&P is "BBB+." The Committee determined this goal to have attained a 200% performance result.

Operational Performance Goals Assessment

•

The Company's total electric system reliability performance exceeded targeted performance and was its best ever. Average months between interruptions equaled 17.6 months, near the highest end of the performance zone established by the Committee of 15 to 18 months and in the first quartile of industry peers. System average restoration duration time equaled 73.2 minutes, well within the performance zone established by the Committee of 76 to 63 minutes and also in the first quartile of industry peers. The Committee determined these goals to have each attained a 175% performance result.

•

We exceeded the safety performance goal of between 0.9 - 1.2 DART per 1,000 employees; DART equaled 0.6 in 2017, the best performance in the Company's history and also industry first quartile performance. The Committee determined this goal to have attained a 200% performance result.

•

On-time response to gas customer emergency calls was 99.6%, which exceeded the goal of 99.1% and was also first quartile vs. industry peers. The Committee determined this goal to have attained a 125% performance result.

•

In 2017, 37.5% of new hires and promotions into leadership roles were women or people of color, slightly ahead of the goal of 37%. The Committee determined this goal to have attained a 100% performance result.

•

The Company successfully expanded the functionality of its customer website and outage communication systems and strengthened media outreach efforts. The Committee determined this goal to have attained a 75% performance result.

•

The Company achieved several constructive regulatory outcomes in each of the three states in which Eversource provides service. These included the sale of our New Hampshire fossil generation assets, a constructive Massachusetts rate case approval, and a settlement agreement to for approval with the Connecticut Public Utility Authority in connection with a previous filed rate review. The Committee determined this goal to have attained a 200% performance result.

•

While we made substantial progress on our major ongoing strategic projects in 2017, we encountered a significant setback on our Northern Pass Transmission project in early 2018, when the New Hampshire Site Evaluation Committee rejected the project. We continue to work on a path forward. Bay State Wind received approval of a Site Assessment Plan from the U.S. government, the first off-shore wind project to do so. We are awaiting a decision on Bay State Wind's off-shore wind proposal bid to the Massachusetts Clean Energy request for proposal. Our Access Northeast gas pipeline project received an adverse court decision in 2016 relating to our ability to secure supply contracts. We are reconfiguring the project in light of this decision. We are the only electric and gas utility in the country to add a water utility as an additional line of business through our purchase of Aquarion Water Company. Participating in a highly competitive auction process, we negotiated a purchase agreement, received regulatory approvals in three states within five months, and completed the acquisition in December, adding a new, complementary and growth-oriented business line. The Committee determined this goal to have attained a 75% performance result.

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COMPENSATION DISCUSSION AND ANALYSIS

2017 Annual Incentive Program Performance Assessments

Financial Performance Goals

Category	2017 Goal	Company Performance	Indicative Assessment
Earnings Per Share	$3.10 per share	Exceeded: $3.11 per share, a 5.1% increase over 2016, significantly outperforming industry average growth of nearly 4%		155%
Dividend Growth	Increase dividend $0.12 to $1.90 per share	Achieved: Increased to $1.90 per share, a $0.12 increase and 6.7% growth, significantly exceeding the industry median of 4.8%		160%
Credit Rating	Maintain the top tier S&P "A" credit rating	Exceeded: S&P rating raised to "A+", the highest holding company credit rating in the utility industry by two notches		200%
Weightings = Earnings Per Share – 70%; Dividend Growth – 20%; Credit Rating – 10%

Operational Performance Goals

Category	2017 Goal	Company Performance	Indicative Assessment
Reliability – Average Months Between Interruptions (MBI)	Achieve MBI of within 15 to 18 months	Exceeded: MBI = 17.6 months. At the top of targeted performance zone, and first quartile vs. industry peers and best ever performance		175%
Average Restoration Duration (SAIDI)	Achieve SAIDI of 76 to 63 minutes	Achieved: SAIDI = 73.2 minutes. Within targeted performance and first quartile vs. industry peers		175%
Safety Rate	0.9 - 1.2 days away/restricted	Exceeded: 0.6 DART Best year ever for safety; performance exceeded target range and was first quartile in industry		200%
Gas Service Response	99.1%	Exceeded: 99.6%; also achieved all regulatory mandated targets and response was at first quartile vs. industry peers' performance		125%
Diverse Leadership	37% hires or promotions of leadership level be women or people of color	Exceeded: 37.5%, .5 percentage points above target		100%
Improve the Customer Experience	Customer billing improvements, enhanced communications, improved digital experience and community support	Partially Achieved: Improvements made as planned in digital offerings and enhanced outage communications. Customer satisfaction scores below expectations		75%
Positive Regulatory Outcomes – Divestiture & State rate activity	Successfully complete the generation assets sale and constructive rate case results	Exceeded: Successfully completed N.H. Generation Divestiture and the MA Rate Case. CT Rate Case was filed and a settlement agreement was reached and filed with PURA for approval		200%
Positive Outcomes on Key Strategic Initiatives	Major strategic initiatives	Partially Achieved: Aquarion Water Company purchase completed. Bay State Wind making good progress. NPT was selected by Massachusetts in the State's clean energy RFP and progressed through several key siting approvals but was denied approval by New Hampshire Site Evaluation Committee. Access Northeast reconfiguring in light of adverse court decision.		75%
Weightings = Reliability and Restoration – 60%; Key Corporate Initiatives – 25%; Safety/Gas Service/Diversity – 15%

Performance Goals Assessment
Financial Performance at 161% (weighted 70%)	113%
Operational Performance at 155% (weighted 30%)	47%
Overall Performance	160%

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Additional Factors

The following key strategic, environmental and customer-focused results were also considered significant by the Committee in making an assessment of overall financial and operational performance, but were not given specific weightings or assigned a specific performance assessment score:

•

We resolved a long-standing dispute with federal and state agencies regarding the location of a critical underwater electric transmission line providing service to the Massachusetts Water Resources Authority.

•

We continued to transform and grow the natural gas delivery business. We added more than 10,000 new gas customers for the fifth consecutive year and achieved our highest-level rating of 93% from new customers.

•

We were recognized as being the number one energy efficiency provider in the most recent report.

•

We are proceeding with a planned development of 18 sites in Massachusetts that will provide 62MW of solar generation and an anticipated rate base investment of $180 million.

•

We received approval in our Massachusetts rate filing of $100 million to advance energy storage and electric vehicle charging infrastructure.

Individual Performance Factors Considered by the Committee

The goal of the Committee for 2017 was again to provide incentives for Company executives to work together as a highly effective, integrated team to achieve or exceed the financial, operational, safety, customer, strategic and diversity goals and objectives. The Committee based the annual incentive payments on team performance and also on the Committee's assessment of each executive's individual performance in supporting the performance goals, additional achievements and overall Company performance. The Committee and all other independent

Trustees assessed the performance of our Chief Executive Officer and, based on the recommendations of the Chief Executive Officer as to executives other than himself, the Committee assessed the performance of the Named Executive Officers to determine the individual incentive payments as disclosed in the Summary Compensation Table. Based on the Committee's review, which included its assessment of the performance goals, the significant other accomplishments of the Company and the Named Executive Officers, and the overall performance of the Company and each of the Named Executive Officers, considered in its totality by the Committee to have been excellent, the Committee approved annual incentive program payments for the Named Executive Officers at levels that ranged from 148% to 161% of target. These payments reflected the individual and team contributions of the Named Executive Officers in achieving the goals and the additional accomplishments and the overall performance of the Company.

In determining Mr. Judge's annual incentive payment of $2,285,000, which was 160% of target and which reflects his and the Company's continued strong performance, the Committee and the Board considered the totality of the Company's success in accomplishing the goals set by the Committee, the additional accomplishments of the Company, and the superior leadership of Mr. Judge in every part of the business, significantly advancing the Company towards its goal of being recognized as the best energy company in the country.

2017 Annual Incentive Program Awards

Named Executive Officer	Award
James J. Judge	$	2,285,000
Philip J. Lembo		700,000
Leon J. Olivier		775,000
Werner J. Schweiger		775,000
Gregory B. Butler		625,000

Long-Term Incentive Program

General

Our long-term incentive program is intended to focus on the Company's longer-term strategic goals and to help retain our executives. A new three-year program commences every year. For the 2017 - 2019 Long-Term Incentive Program, each executive's target long-term incentive opportunity consisted of 50% Eversource Energy Performance Shares and 50% RSUs. Performance Shares are designed to reward long-term achievements as measured against pre-established

performance measures. RSUs are designed to provide executives with an incentive to increase the value of Company common shares in alignment with shareholder interests, while also serving as a retention component for executive talent. We believe these compensation elements create a focus on continued Company and share price growth to further align the interests of our executives with the interests of our shareholders.

Mr. Judge was elected President and Chief Executive Officer of the Company on April 6, 2016 upon the

2018 Proxy Statement    43

COMPENSATION DISCUSSION AND ANALYSIS

retirement of Thomas J. May. Mr. Judge had previously served as Executive Vice President and Chief Financial Officer of the Company until his election as President and Chief Executive Officer. Mr. Lembo was elected Executive Vice President and Chief Financial Officer of the Company on May 4, 2016, having previously served as Vice President and Treasurer. Thus, 2017 was the first year during which the Committee made long term incentive program stock awards to Mr. Judge and Mr. Lembo in their new positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively. The grant date fair values of Mr. Judge's and Mr. Lembo's 2017 stock awards under the 2017 long term incentive program were $5,504,904 and $1,314,086, respectively, compared to their 2016 awards of $1,382,021 and $212,300 respectively.

Performance Share Grants

General

Performance Shares are designed to reward future financial performance, measured by long-term earnings growth and shareholder returns over a three-year performance period, therefore aligning management compensation with performance. Performance Shares are granted as a target number of Eversource common shares. The number of Performance Shares granted are determined by dividing the target grant value in dollars by the average daily closing prices of Eversource common shares on the New York Stock Exchange for the ten business days preceding the grant date and rounding to the nearest whole share. Until the end of the Performance Period, the value of dividends that would have been paid with respect to the Performance Shares had the Performance Shares been actual common shares will be deemed to be invested in additional Performance Shares, which remain at risk until actual performance for the period is determined.

Performance Shares under the 2017 – 2019 Program

For the 2017 - 2019 Program, the Committee determined it would continue to measure performance using: (i) average diluted earnings per share growth (EPSG); and (ii) relative total shareholder return (TSR) measured against the performance of companies that comprise the EEI Index. As in 2016 and 2015, the Committee selected EPSG and TSR as performance

measures because the Committee continues to believe that they are generally recognized as the best indicators of overall corporate performance. Further, the Committee considers it a best practice to use a combination of relative and absolute metrics, with EPS growth serving as a key input to shareholder value and TSR serving as the output.

The number of Performance Shares awarded at the end of the three-year period ranges from 0% to 200% of target, depending on EPSG and relative TSR performance as set forth in the performance matrix below. Performance Share grants are based on a percentage of annualized base salary at the time of the grant and measured in dollars. The target number of shares under the 2017 - 2019 Program ranged from 35% to 213% of base salary. For the 2017 - 2019 Program, EPSG ranges from 0% to 9%, while TSR ranges from below the 10th percentile to above the 90th percentile. The Committee determined that payout at 100% of target should be challenging but achievable. As a result, vesting at 100% of target occurs at various combinations of EPSG and TSR performance. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company's share price performance. The number of performance shares granted at target were approved as set forth in the table below. The Committee and the independent Members of the Board determined the Performance Share grants for the Chief Executive Officer. Based on input from the Chief Executive Officer, the Committee determined the Performance Share grants for each of the other executive officers, including the other Named Executive Officers.

Performance Shares under the 2016 – 2018 Program

For the 2016 - 2018 Program, the Committee used the same performance measures of EPSG and TSR and the same criteria used in the 2017 - 2019 Program described above and the 2015 - 2017 Program described below.

The performance matrix set forth below describes how the Performance Share payout will be determined under the 2016 - 2018 and 2017 - 2019 Long-Term Incentive Programs and how the Performance Share payout was determined under the 2015 - 2017 Program. Three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target.

44    2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2015 – 2017, 2016 – 2018 and 2017 – 2019 Long-Term Incentive Programs Performance Share
Potential Payout

Three-Year	Three-Year Relative Total Shareholder Return Percentiles
Average EPS Growth	Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
9%	110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
8%	100%	110%	120%	130%	140%	150%	160%	170%	180%	190%
7%	90%	100%	110%	120%	130%	140%	150%	160%	170%	180%
6%	80%	90%	100%	110%	120%	130%	140%	150%	160%	170%
5%	70%	80%	90%	100%	110%	120%	130%	140%	150%	160%
4%	60%	70%	80%	90%	100%	110%	120%	130%	140%	150%
3%	40%	50%	70%	80%	90%	100%	110%	120%	130%	140%
2%	20%	40%	60%	70%	80%	90%	100%	110%	120%	130%
1%	—	10%	40%	60%	70%	80%	90%	100%	110%	120%
0%	—	—	20%	30%	50%	70%	80%	90%	100%	110%
Below 0%	—	—	—	—	10%	20%	30%	40%	50%	60%

Long-Term Incentive Program Performance
Share Grants at Target

Named Executive Officer	2016 – 2018 Performance Share Grant		2017 – 2019 Performance Share Grant
James J. Judge		12,004		48,259
Philip J. Lembo		1,844		11,520
Leon J. Olivier		12,607		12,526
Werner J. Schweiger		11,805		11,703
Gregory B. Butler		7,791		9,052

Results of the 2015 – 2017 Performance Share Program

The 2015 – 2017 Program ended on December 31, 2017. The actual performance level achieved under the Program was a three-year average adjusted EPS growth of 5.5% and a three-year total shareholder return at the 41^st percentile, which when interpolated in accordance with the criteria established by the Committee in 2015, resulted in vesting performance shares units at 106% of target. This determination was made in accordance with the performance criteria approved by the Committee at the commencement of the performance period. At its February 7, 2018 meeting, the Committee confirmed that the actual results achieved were calculated in accordance with established performance criteria, and it considered all non-recurring items in determining that

the adjusted EPS was calculated in accordance with the plan documents. The number of Performance Shares awarded to the Named Executive Officers were approved as set forth in the table below.

2015 – 2017 Long-Term Incentive Program Performance Share Award

2015 – 2017 Long-Term Incentive Program Performance Share Grants at Target
Named Executive Officer	Performance Share Award
James J. Judge	11,436
Philip J. Lembo	1,984
Leon J. Olivier	12,019
Werner J. Schweiger	11,319
Gregory B. Butler	8,052

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COMPENSATION DISCUSSION AND ANALYSIS

Restricted Share Units (RSUs)

General

Each RSU granted under the long-term incentive program entitles the holder to receive one Company common share at the time of vesting. All RSUs granted under the long-term incentive program vest in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on our common shares. Reinvested dividend equivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend equivalents, are not issued for any RSUs that do not vest.

The Committee determined RSU grants for each executive officer participating in the long-term incentive program. RSU grants are based on a percentage of

annualized base salary at the time of the grant and measured in dollars. In 2017, the percentage used for each executive officer was based on the executive officer's position in the Company and ranged from 35% to 213% of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each officer under special circumstances. The Committee and all other independent members of the Board determined the RSU grants for the Chief Executive Officer. Based on input from our Chief Executive Officer, the Committee determined the RSU grants for each of the other executive officers, including the other Named Executive Officers.

All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from dollars into common share equivalents by dividing the value of each grant by the average closing price for our common shares over the ten trading days prior to the date of the grant. RSU grants at 100% of target were approved as set forth in the table below.

	RSUs Awarded
Named Executive Officer	2015		2016		2017
James J. Judge		9,800		12,004		48,259
Philip J. Lembo		1,700		1,844		11,520
Leon J. Olivier		10,300		12,607		12,526
Werner J. Schweiger		9,700		11,805		11,703
Gregory B. Butler		6,900		7,791		9,052

Clawbacks

If our earnings were to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct or if a participant engages in a willful material violation of our Code of Business Conduct or breach of a material covenant in an employment

agreement, as determined by the Board of Trustees, the participant would be required by our Incentive Plan to reimburse us for certain incentive compensation received by him or her.

No Hedging and No Pledging Policy

We have adopted a policy prohibiting the purchase of financial instruments or otherwise entering into transactions designed to have the effect of hedging or offsetting any decrease in the value of our common

shares by our Trustees and executives. This policy also prohibits all pledging, derivative transactions of short sales involving our common shares or the holding of any Company common shares in a margin account.

Share Ownership Guidelines and Retention Requirements

The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by our officers. As indicated in the table below, the guidelines call for the Chief Executive Officer to own common shares equal to six times base salary,

executive vice presidents to own a number of common shares equal to three times base salary, senior vice presidents to own common shares equal to two times base salary, and all other officers to own a number of

46    2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

common shares equal to one to one and one half times base salary.

Executive Officer	Base Salary Multiple
Chief Executive Officer		6
Executive Vice Presidents		3
Operating Company Presidents/Senior Vice Presidents		2
Vice Presidents		1-1.5

We require that our officers attain these ownership levels within five years. All of our officers, including the

Named Executive Officers, have satisfied the share ownership guidelines or are expected to satisfy them within the applicable timeframe. Common shares, whether held of record, in street name, or in individual 401(k) accounts, and RSUs satisfy the guideline requirements to hold 100% of the net shares. Unexercised stock options and unvested performance shares do not count toward the ownership guidelines. In addition to the share ownership guidelines noted above, all officers must hold all the shares awarded under the Company's incentive compensation plan until the share ownership guidelines have been met.

Other

Retirement Benefits

The Company provides a qualified defined benefit pension program for certain officers, which is a final average pay program subject to tax code limits. Because of such limits, we also maintain a supplemental non-qualified pension program. Benefits are based on base salary and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income. The supplemental program compensates for benefits barred by tax code limits, and generally provides (together with the qualified pension program) benefits equal to approximately 60% of pre-retirement compensation (subject to certain reductions) for Messrs. Judge, Lembo and Schweiger, and approximately 50% of such compensation for Mr. Butler. The supplemental program has been discontinued for newly-elected officers.

As set forth in on pages 43 and 44 of this CD&A, Mr. Judge and Mr. Lembo were elected to the positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer respectively in 2016, such that 2017 was the first year that each served in his new position. Each had a resulting substantial increase in the actuarial, formula-based present values of his pension benefit due to the increase in their base pay and annual bonus. This increase is disclosed in the Change in Pension Value and Non-Qualified Deferred Earnings column of the Summary Compensation Table. These accounting-based increases, while representing for Mr. Judge and Mr. Lembo a substantial portion of their 2017 total compensation disclosed in the SEC Total column of the Summary Compensation Table, resulted in no actual 2017 W-2 earnings for either of them.

For certain participants, the benefits payable under the Supplemental Non-Qualified Pension Program

(Program) differ from those described above. Mr. Olivier's employment agreement provides retirement benefits similar to those of a previous employer instead of the supplemental program benefits described above. Under this agreement, he will receive a pension based on a prescribed formula if he meets certain eligibility requirements. The Program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous employers' retirement plans.

Also see the narrative accompanying the "Pension Benefits" table and accompanying notes for more detail on the above program.

401(k) Benefits

The Company offers a qualified 401(k) program for all employees, including executives, subject to tax code limits. After applying these limits, the program provides a match of 50% of the first 8% of eligible base salary, up to a maximum of $10,800 per year for Messrs. Judge, Lembo and Schweiger. For Messrs. Olivier and Butler, we provide a match of 100% of the first 3% of eligible base salary, up to a maximum of $8,100 per year.

Deferred Compensation

The Company offers a non-qualified deferred compensation program for our executives. In 2017, the program allowed deferral of up to 100% of base salary, annual incentives and long-term incentive awards. The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).

See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.

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COMPENSATION DISCUSSION AND ANALYSIS

Perquisites

The Company provides executives with limited financial planning, vehicle leasing and access to tickets to sporting

events. The current level of perquisites does not factor into decisions on total compensation.

Contractual Agreements

We maintain contractual agreements with all of our Named Executive Officers that provide for potential compensation in the event of certain terminations, including termination following a Change in Control. We believe these agreements are necessary to attract and retain high quality executives and to ensure executive focus on Company business during the period leading up to a potential Change in Control. The agreements are "double-trigger" agreements that provide executives with compensation in the event of a Change in Control followed by termination of employment due to one or

more of the events set forth in the agreements, while still providing an incentive to remain employed with the Company for the transition period that follows.

Under the agreements, certain compensation is generally payable if, during the applicable change in control period, the executive is involuntarily terminated (other than for cause) or terminates employment for "good reason." These agreements are described more fully in the Tables following this CD&A under "Payments Upon Termination."

Tax and Accounting Considerations

The Company's Incentive Plan permits annual incentive and performance share awards that were intended to qualify as performance-based compensation under the recently repealed Section 162(m) of the Internal Revenue Code. The Company is aware of the changes in the Internal Revenue Code that impact tax deductibility of incentive compensation. The Company believes that the availability of a tax deduction for forms of compensation is secondary to the goal of providing market-based compensation to attract and retain highly qualified executives. The Committee believes it is in the

Company's best interests to retain discretion to make compensation awards, whether or not deductible.

The Company has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation – Stock Compensation. In general, the Company and the Committee do not consider accounting considerations in structuring compensation arrangements.

Equity Grant Practices

Equity awards noted in the compensation tables are made annually at the February meeting of the Compensation Committee (subject to further approval by all of the independent members of the Board of Trustees of the Chief Executive Officer's award) when the Committee also determines base salary, annual and

long-term incentive compensation targets and annual incentive awards. The date of this meeting is chosen at least a year in advance, and therefore awards are not coordinated with the release of material non-public information.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Report

The Compensation Committee of the Board of Trustees has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in

the 2018 proxy statement and our 2017 Annual Report on Form 10-K.

The Compensation Committee

Charles K. Gifford, Chair
John S. Clarkeson
Sanford Cloud, Jr.
James S. DiStasio
John Y. Kim
William C. Van Faasen
Dennis R. Wraase

February 20, 2018

2018 Proxy Statement    49

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by our principal executive officer (Mr. Judge), principal financial officer (Mr. Lembo) and the three other most highly compensated executive officers in 2017, determined in accordance with the applicable SEC disclosure rules (collectively, the Named Executive Officers). As explained in the footnotes below, the amounts reflect the economic benefit to each Named

Executive Officer of the compensation item paid or accrued on behalf of the Named Executive Officers for the fiscal year ended December 31, 2017 in accordance with such rules. All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to the Company and its subsidiaries, in all its capacities.

Name and Principal Position	Year		Salary(2)		Stock Awards(3)		Non-Equity Incentive Plan(4)		Change in Pension Value and Non-Qualified Deferred Earnings(5)		All Other Compensation(6)		SEC Total		Adjusted SEC Total(7)
James J. Judge		2017	$	1,230,694	$	5,504,904	$	2,285,000	$	6,869,854	$	25,009	$	15,915,461	$	9,045,607
Chairman, President and		2016		959,690		1,382,021		2,200,000		1,616,742		24,809		6,183,262		4,566,520
Chief Executive Officer		2015		605,650		1,135,526		690,000		895,929		20,672		3,347,777		2,451,848
Philip J. Lembo(1)		2017		613,847		1,314,086		700,000		1,246,325		21,485		3,895,743		2,649,418
Executive Vice President and		2016		439,208		212,300		600,000		543,133		21,285		1,815,926		1,272,793
Chief Financial Officer
Leon J. Olivier		2017		678,270		1,428,841		775,000		397,791		14,464		3,294,366		2,896,575
Executive Vice President-		2016		654,832		1,451,444		725,000		389,011		14,034		3,234,320		2,845,309
Enterprise Energy Strategy		2015		635,766		1,193,461		680,000		423,029		13,134		2,945,390		2,522,361
and Business Development
Werner J. Schweiger		2017		634,078		1,334,961		775,000		1,225,581		21,418		3,991,038		2,765,457
Executive Vice President and		2016		592,108		1,359,110		700,000		1,156,328		21,135		3,828,681		2,672,353
Chief Operating Officer		2015		600,000		1,123,939		680,000		746,734		21,135		3,171,808		2,425,074
Gregory B. Butler(1)		2017		597,886		1,032,562		625,000		1,670,745		15,361		3,941,554		2,270,809
Executive Vice President and		2016		514,494		896,978		575,000		539,638		12,886		2,538,996		1,999,358
General Counsel

(1)

Mr. Lembo and Mr. Butler did not meet the requirements for inclusion in the Summary Compensation Table and were not a Named Executive Officer for 2015.

(2)

Includes amounts deferred in 2017 under the deferred compensation program for Mr. Olivier of $135,654. For more information, see the Executive Contributions in the last Fiscal Year column of the Non-Qualified Deferred Compensation Plans Table.

(3)

Reflects the aggregate grant date fair value of restricted share units (RSUs) and performance shares granted in each fiscal year, calculated in accordance with FASB ASC Topic 718.

RSUs were granted to each Named Executive Officer as long-term compensation, which vest in equal annual installments over three years.

In 2017, each of the Named Executive Officers was granted performance shares as long-term incentive compensation. These performance shares will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, 2019. The grant date fair values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. Judge: $4,151,239; Mr. Lembo: $990,950; Mr. Olivier: $1,077,487; Mr. Schweiger: $1,006,692; Mr. Butler: $778,653.

Holders of RSUs and performance shares are eligible to receive dividend equivalent units on outstanding awards to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the common shares issued upon vesting of the underlying RSUs and performance shares.

Mr. Judge was elected President and Chief Executive Officer of the Company on April 6, 2016 upon the retirement of Thomas J. May. Mr. Judge had previously served as Executive Vice President and Chief Financial Officer of the Company until his election as President and Chief Executive Officer. Mr. Lembo was elected Executive Vice President and Chief Financial Officer of the Company on May 4, 2016, having previously served as Vice President and Treasurer. Thus, 2017 was the first year during which the Committee made long term incentive program stock awards to Mr. Judge and Mr. Lembo in their new positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively.

(4)

Includes payments to the Named Executive Officers under the 2017 Annual Incentive Program (Mr. Judge: $2,285,000, Mr. Lembo: $700,000; Mr. Olivier: $775,000; Mr. Schweiger: $775,000; and Mr. Butler: $625,000).

(5)

Includes the actuarial increase in the present value from December 31, 2016 to December 31, 2017, of the Named Executive Officers' accumulated benefits under all of our defined benefit pension program and agreements, determined using interest rate and mortality rate assumptions consistent with those appearing in the footnotes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The substantial actuarial increase in Mr. Judge's benefit in 2017 resulted from the increase in base pay and annual incentive following his promotion in 2016 to Chief Executive

50    2018 Proxy Statement

EXECUTIVE COMPENSATION

Officer. The change in interest rates also impacted the amount of actuarial increase. The Named Executive Officer may not be fully vested in such amounts. More information on this topic is set forth in the Pension Benefits table. There were no above-market earnings in deferred compensation value during 2017, as the terms of the Deferred Compensation Plan provide for market-based investments, including Eversource common shares. Mr. Judge and Mr. Lembo were elected to the positions of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively, in 2016, such that 2017 was the first year that each served in his new position. Each had a resulting substantial increase in the actuarial, formula-based present value of his pension benefit due to the increase in their base pay and annual bonus. These accounting-based increases, while representing for Mr. Judge and Mr. Lembo a substantial portion of their 2017 total compensation disclosed in the SEC Total above, resulted in no actual 2017 W-2 earnings for either of them.

(6)

Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k Plan as follows: $10,800 for each of Messrs. Judge, Lembo and Schweiger, and $8,100 for each of Messrs. Olivier and Butler. For Mr. Judge, the value shown includes financial planning services valued at $5,000 and $9,209 paid by the Company for a Company-leased vehicle. For Mr. Lembo, the value shown includes financial planning services valued at $5,000 and $5,685 paid by the Company for a Company-leased vehicle. For Mr. Schweiger, the value shown includes financial planning services valued at $5,000 and $5,618 paid by the Company for a Company-leased vehicle. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.

(7)

The amounts in the Adjusted SEC Total column reflect an adjustment to the total compensation reported in the column marked SEC Total. The Adjusted SEC Total subtracts the actuarial change in pension value disclosed in the column titled "Change in Pension Value and Non-Qualified Deferred Earnings" as further described in footnote 5 above in order to reflect compensation earned during the year by the executive without consideration of pension benefit impacts. The amounts in this column differ substantially from, and are not a substitute for, the amounts noted in the SEC Total.

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EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS DURING 2017

The Grants of Plan-Based Awards Table provides information on the range of potential payouts under all incentive plan awards during the fiscal year ended December 31, 2017. The table also discloses the

underlying equity awards and the grant date for equity-based awards. We have not granted any stock options since 2002.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards(1)
															All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target (#)		Maximum (#)
James J. Judge
Annual Incentive(4)		02/03/17	$	714,000	$	1,428,000	$	2,856,000	$	—		—		—		—	$	—
Long-Term Incentive(5)		02/03/17		—		—		—		—		48,259		96,518		48,259		5,504,904
Philip J. Lembo
Annual Incentive(4)		02/03/17		236,500		473,000		946,000		—		—		—		—		—
Long-Term Incentive(5)		02/03/17		—		—		—		—		11,520		23,040		11,520		1,314,086
Leon J. Olivier
Annual Incentive(4)		02/03/17		257,000		514,000		1,028,000		—		—		—		—		—
Long-Term Incentive(5)		02/03/17		—		—		—		—		12,526		25,052		12,526		1,428,841
Werner J. Schweiger
Annual Incentive(4)		02/03/17		240,000		480,000		960,000		—		—		—		—		—
Long-Term Incentive(5)		02/03/17		—		—		—		—		11,703		23,406		11,703		1,334,961
Gregory B. Butler
Annual Incentive(4)		02/03/17		195,000		390,000		780,000		—		—		—		—		—
Long-Term Incentive(5)		02/03/17		—		—		—		—		9,052		18,104		9,052		1,032,562

(1)

Reflects the number of performance shares granted to each of the Named Executive Officers on February 3, 2017 under the 2017 - 2019 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2019. At the end of the Performance Period, common shares will be awarded based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. Holders of performance shares are eligible to receive dividend equivalent units on outstanding performance shares awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the common shares underlying the performance shares. The Annual Incentive Program does not include an equity component.

(2)

Reflects the number of RSUs granted to each of the Named Executive Officers on February 3, 2017 under the 2017 - 2019 Long-Term Incentive Program. RSUs vest in equal installments on February 2, 2018, 2019 and 2020. We will distribute common shares with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable payroll withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs awarded to them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the common shares distributed in respect of the underlying RSUs.

(3)

Reflects the grant date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the Named Executive Officers on February 3, 2017 under the 2017 - 2019 Long-Term Incentive Program.

(4)

The threshold payment under the Annual Incentive Program is 50% of target. The actual payments in 2018 for performance in 2017 are set forth in the Non-Equity Incentive Plan column of the Summary Compensation Table.

(5)

Reflects the range of potential payouts, if any, pursuant to performance share awards under the 2017 - 2019 Long-Term Incentive Program, as described in the CD&A.

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EXECUTIVE COMPENSATION

OUTSTANDING EQUITY GRANTS AT DECEMBER 31, 2017

The following table sets forth RSU and performance share grants outstanding at the end of our fiscal year

ended December 31, 2017 for each of the Named Executive Officers. There are no outstanding options.

	Stock Awards(1)
Name	Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
James J. Judge		61,901		3,910,906		73,351		4,634,346
Philip J. Lembo		13,818		873,019		15,719		993,112
Leon J. Olivier		25,649		1,620,487		37,680		2,380,605
Werner J. Schweiger		24,010		1,516,957		35,317		2,231,300
Gregory B. Butler		17,399		1,099,253		25,227		1,593,835

(1)

Awards and market values of awards appearing in the table and the accompanying notes have been rounded to whole units.

(2)

A total of 62,432 unvested RSUs vested after January 1 and on or before February 2, 2018 (Mr. Judge: 24,450; Mr. Lembo: 5,240; Mr. Olivier: 12,560; Mr. Schweiger: 11,773; and Mr. Butler: 8,409). A total of 48,341 unvested RSUs will vest on February 2, 2019 (Mr. Judge: 20,855; Mr. Lembo: 4,616; Mr. Olivier: 8,781; Mr. Schweiger: 8,213; and Mr. Butler: 5,877). A total of 32,003 unvested RSUs will vest on February 2, 2020 (Mr. Judge: 16,595; Mr. Lembo: 3,962, Mr. Olivier: 4,308; Mr. Schweiger: 4,024; Mr. Butler: 3,114).

(3)

The market value of RSUs is determined by multiplying the number of RSUs by $63.18, the closing price per common share on December 29, 2017, the last trading day of the year.

(4)

Reflects the target payout level for performance shares granted under the 2015 - 2017 Program, the 2016 - 2018 Program and the 2017 - 2019 Program.

The performance period for the 2015 - 2017 Program ended on December 31, 2017. Payouts under that program are set forth in the CD&A under the "Results of the 2015 - 2017 Performance Share Program."

The performance shares payout for 2016 - 2018 Program and the 2017 - 2019 Program will be based on actual performance results as a percentage of target, subject to reduction for applicable payroll withholding taxes. As described more fully under "Performance Shares" in the CD&A and footnote (1) to the Grants of Plan-Based Awards table, performance shares will vest following a three-year performance period based on the extent to which the two performance conditions are achieved. Under the 2016 - 2018 Program, a total of 49,014 unearned performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, 2018. Assuming achievement of these conditions at a target level of performance, the amount of the awards would be as follows: (Mr. Judge: 12,776; Mr. Lembo: 1,963; Mr. Olivier: 13,418; Mr. Schweiger: 12,565 and Mr. Butler: 8,292). Under the 2017 - 2019 Program, a total of 96,005 unearned performance shares (including accrued dividend equivalents) will vest based on the extent to which the two performance conditions described in the CD&A are achieved as of December 31, 2019, assuming achievement of these conditions at a target level of performance: (Mr. Judge: 49,786; Mr. Lembo: 11,885; Mr. Olivier: 12,922; Mr. Schweiger: 12,073 and Mr. Butler: 9,339).

(5)

The market value is determined by multiplying the number of performance shares in the adjacent column by $63.18, the closing price of Eversource Energy common shares on December 29, 2017, the last trading day of the year.

2018 Proxy Statement    53

EXECUTIVE COMPENSATION

OPTION EXERCISES AND STOCK VESTED IN 2017

The following table reports amounts realized on equity compensation during the fiscal year ended December 31, 2017. The Stock Awards columns report the vesting of

RSU and performance share grants to the Named Executive Officers in 2017.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise(1)		Number of Shares Acquired on Vesting (#)(2)		Value Realized on Vesting(3)
James J. Judge		—	$	—		24,892	$	1,395,241
Philip J. Lembo		—		—		4,164		233,432
Leon J. Olivier						26,112		1,463,651
Werner J. Schweiger		124,640		4,380,089		19,631		1,100,165
Gregory B. Butler		—		—		17,116		959,431

(1)

Represents the amounts realized upon option exercises, which is the difference between the option exercise price and the market price at the time of exercise.

(2)

Includes RSUs and performance shares granted to our Named Executive Officers under our long-term incentive programs, including dividend reinvestments, as follows:

Name	2014 Program		2015 Program		2016 Program		2017 Program
James J. Judge		17,278		3,486		4,128		—
Philip J. Lembo		2,926		605		633		—
Leon J. Olivier		18,114		3,663		4,335		—
Werner J. Schweiger		12,122		3,450		4,060		—
Gregory B. Butler		11,983