Eversource | Independent chairman at Eversource

Status
AGM passed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
ES:US
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.
Supporting statement
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an expedited basis.
It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.
It is important to have an independent Chairman when a company comes closer to a critical point in its succession planning and given the context of worse than stagnate Eversource Energy long-term stock performance. The ES stock price was at $92 in 2019 and $61 in late 2024 in a robust stock market.
In addition to the worse than stagnate stock price, 14% of shareholders rejected 2024 ES executive pay. A 5% rejection is often the norm at well performing companies.
ES has had the same person in both jobs, Chairman and CEO, since 2022. The worse than stagnate ES stock price is a testament that combining these 2 important jobs at ES does not work.

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