SUMMARY OF TRUSTEE COMPENSATION ARRANGEMENTS
Exhibit 10.3
SUMMARY OF TRUSTEE COMPENSATION ARRANGEMENTS
Northeast Utilities ("NU") pays each non-employee Trustee serving on January 1 an annual cash retainer in the amount of $100,000 for service on the Board during his or her term of office, including participation in all Board and Committee meetings. In addition, Trustees holding the positions of Non-Executive Chairman of the Board, Lead Trustee, Chair of the Audit Committee, Chair of the Compensation Committee, Chair of the Corporate Governance Committee, and Chair of the Finance Committee on January 1 receive annual cash retainers in the amounts set forth below. All cash retainers are payable in equal installments on the first business day of each calendar quarter.
Retainer | Annual Amount |
Lead Trustee | $25,000 |
Audit Committee Chair | $15,000 |
Compensation Committee Chair | $10,000 |
Corporate Governance Committee Chair | $10,000 |
Finance Committee Chair | $10,000 |
Each non-employee Trustee serving on January 1 also receives a grant under the Northeast Utilities Incentive Plan (the "Plan"), effective on the 10th business day of each such year, of that number of Restricted Share Units ("RSUs") resulting from dividing $100,000 by the average closing price of our common shares as reported on the New York Stock Exchange for the 10 trading days immediately preceding such date and rounding the resulting amount to the nearest whole RSU. RSUs 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.
On January 15, 2014, each non-employee Trustee was granted 2,381 RSUs under the Plan, all of which vested on January 16, 2014.
Share ownership guidelines set forth in NU'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 share ownership threshold or are expected to do so within the stated period.
Pursuant to the Northeast Utilities Deferred Compensation Plan (the "Deferred Compensation Plan"), prior to the year earned, each Trustee may irrevocably elect to defer receipt of all or a portion of their cash compensation. Deferred funds are credited with deemed earnings on various deemed investments as permitted by the Deferred Compensation Plan. Deferred 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 2014, as the terms of the Deferred Compensation Plan provide for market-based investments, including NU Common Shares. We do not provide pension benefits to our non-employee Trustees.
In addition, when applicable, we pay travel-related expenses for spouses of Trustees who attend Board functions, but the Company does not pay tax gross-up payments in connection with such expenses. The Internal Revenue Service considers payment of travel expenses for a Trustee’s spouse to be imputed income to the individual Trustee. There were no reportable travel-related expenses for spouses of Trustees during 2014.
