Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2023

EVERSOURCE ENERGY

(Exact name of registrant as specified in its charter)

Massachusetts		001-05324		04-2147929
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Cadwell Drive, Springfield, Massachusetts, 01104

(Address of principal executive offices, including zip code)

(800) 286-5000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, $5.00 par value per share		ES		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of the chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of the chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 5

Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)          On December 11, 2023, Eversource Energy (the “Company”) announced that on December 5, 2023, the Board of Trustees of the Company elected Susan Sgroi as Executive Vice President-Human Resources and Information Technology of the Company, effective January 8, 2024. Ms. Sgroi will hold this position until the Board of Trustees elects officers following Eversource Energy’s next annual meeting of shareholders and until each of their successors is elected. Ms. Sgroi will succeed Christine M. Carmody, who is retiring as Executive Vice President-Human Resources and Information Technology, also effective January 8, 2024.

Ms. Carmody, 60, who has served in her position since August 2016, will continue to serve the Company as a Senior Strategic Advisor until July, 2024.

It is anticipated that Ms. Sgroi will be formally elected as Executive Vice President-Human Resources and Information Technology and a director of Eversource Energy Service Company.

Prior to assuming this new position, Ms. Sgroi, age 59, served as Executive Vice President and Chief Human Resources Officer of Blue Cross and Blue Shield of Massachusetts from 2015 until October 31, 2023. Previously, Ms. Sgroi served as Executive Vice President, Human Resources – Asset Management of Fidelity Investments from 2006 until 2015. She is a director of the Everett Bank in Everett, Massachusetts and serves on the Board of Directors of the St. Francis House in Boston, Massachusetts.

Mr. Sgroi’s annual base salary will be $555,000. Ms. Sgroi also will be eligible to participate in the Eversource Energy Deferred Compensation Plan for Executives, the Executive Change-in-Control and Involuntary Termination (Not For Cause) Severance programs and the annual and long-term programs under the 2018 Eversource Energy Incentive Plan. Each of these plans is described in the proxy statement for the Company’s 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 24, 2023. In addition, Ms. Sgroi will receive a cash signing bonus of $357,500 to be paid in February 2024.

There is no family relationship between Ms. Sgroi and any Trustee or executive officer of Eversource Energy and there is no arrangement or understanding between her and any other person pursuant to which she will be elected as Executive Vice President-Human Resources and Information Technology of the Company. Ms. Sgroi does not have any transactions with related persons in which the Company is a participant that would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s news release announcing Ms. Sgroi’s election is attached as Exhibit 99.1 to the Form 8-K and incorporated herein by reference.

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
99.1	News release of the Company, dated December 11, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.

	EVERSOURCE ENERGY
	(Registrant)


December 11, 2023	By:	/s/ John M. Moreira
		John M. Moreira Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

56 Prospect St., Hartford, Connecticut 06103-2818

800 Boylston St., Boston, Massachusetts 02199

News Release

Eversource Energy Announces Leadership Changes

Chris Carmody Retiring as Executive Vice President, Human Resources and Information Technology

Susan Sgroi Elected Executive Vice President, Human Resources and Information Technology

BOSTON, Mass. and HARTFORD, Conn. (Dec. 11, 2023) – Eversource Energy (NYSE: ES) today announced that Chris Carmody is retiring as Executive Vice President of Human Resources and Information Technology and Susan Sgroi has been elected as her successor, effective January 8, 2024. Carmody has been with Eversource and its predecessor companies for 27 years. She has served in her current role since 2016 and prior to that was the Senior Vice President of Human Resources for 15 years. Chris will continue to serve the company as a non-executive Senior Advisor into 2024.

“I’d like to thank Chris for her dedicated service and outstanding contributions to Eversource over the years, and her leadership in Human Resources and Information Technology over her 27-year career,” said Joe Nolan, Eversource’s Chairman, President, and Chief Executive Officer. “Chris has been a key partner to our leadership team and critical to many important initiatives that have helped drive performance and growth and position Eversource as an employer of choice. She has been an active leader in key efforts such as merger integrations, engagement, culture, and diversity and inclusion initiatives, technology plans and implementations, and an advocate of positive labor-management relationships. I am pleased that she will remain as Senior Advisor into 2024 to provide important guidance to the company on key issues in the coming year.”

Sue Sgroi comes to Eversource from Blue Cross and Blue Shield of Massachusetts where she has been the Executive Vice President and Chief Human Resources Officer since 2015. Prior to that, Sue served as the Executive Vice President of Human Resources for Fidelity Investment’s Asset Management Company for nine years, and before that she was Executive Vice President of Human Resources for Citizens Bank Financial Group for six years.

Sgroi’s experience includes business transformation, mergers and acquisitions, technology, organizational effectiveness, compensation and benefits, diversity, equity and inclusion, labor relations, culture change, talent management, and leadership succession across multiple businesses and geographies. She has a proven track record of aligning strategic and business objectives with organizational and workforce strategies.

“I’m pleased to have Sue Sgroi join our extraordinary leadership team,” added Nolan. “Her breadth of experience and strong leadership skills make her an ideal person to assume the company’s top HR and IT role going forward.”

Sue holds a master’s degree in organizational development from American University and a bachelor’s degree in psychology from Bowdoin College. Sue serves on the Boards of Directors of Everett Bank and St. Francis House, the largest day shelter for the homeless in Boston.

Sgroi added, “I am honored and grateful to assume leadership of Eversource’s Human Resources & Information Technology organization and look forward to collaborating with the team to maintain the strong performance of the company going forward.”

Eversource (NYSE: ES), celebrated as a national leader for its corporate citizenship, is the #1 energy company in Newsweek’s list of America’s Most Responsible Companies for 2023 and recognized as one of America’s Most JUST Companies. Eversource transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. The #1 energy efficiency provider in the nation, Eversource harnesses the commitment of approximately 9,900 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally recognized energy efficiency solutions and successful programs to integrate new clean energy resources like solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on X, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.

CONTACT:

Caroline Pretyman

617-424-2460

caroline.pretyman@eversource.com

###

Cover	Dec. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2023
Entity File Number	001-05324
Entity Registrant Name	EVERSOURCE ENERGY
Entity Central Index Key	0000072741
Entity Tax Identification Number	04-2147929
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	300 Cadwell Drive
Entity Address, City or Town	Springfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01104
City Area Code	800
Local Phone Number	286-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $5.00 par value per share
Trading Symbol	ES
Security Exchange Name	NYSE
Entity Emerging Growth Company	false