2023-08-18T13:20:24-05:00 2022-12-31 221478099 COHNREZNICK LLP 14 SYLVAN WAY PARSIPPANY NJ 070543801 990 2022-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 ONE SULLIVAN ROAD HOLYOKE MA 01040 ROBERT LUDLOW VP, CHIEF FIN'L AND COMPL OFFI 4135354000 2023-08-16 1 ROBERT LUDLOW 999009999 1 LORI ROTHE YOKOBOSKY CPA P01273422 9732283500 2023-08-10 0 AAL1 IAL1 2022 2023-04-26 12:10:37Z GORDON VAN WELIE CEO ONE SULLIVAN ROAD HOLYOKE MA 01040 210813398 0 X WWW.ISO-NE.COM X 1997 DE THE CORPORATION IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES INCLUDING THE FOLLOWING, TO (I) MAINTAIN THE RELIABILITY OF THE BULK POWER AND TRANSMISSION SYSTEM IN NEW ENGLAND BY, AMONG OTHER THINGS, EXERCISING OPERATIONAL AUTHORITY OVER THE BULK TRANSMISSION FACILITIES, (II) ADMINISTER AND SEEK TO ENHANCE SUSTAINABLE, COMPETITIVE AND EFFICIENT ENERGY MARKETS, AND (III) PROVIDE NON-DISCRIMINATORY, OPEN-ACCESS TRANSMISSION SERVICE. 9 9 693 0 0 0 0 0 201521263 209827910 164296 985488 0 0 201685559 210813398 19800 17900 0 0 120937940 127162889 0 0 0 80727819 83632609 201685559 210813398 0 0 660644997 732557047 660644997 732557047 0 0 X THE CORPORATION IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES INCLUDING THE FOLLOWING, TO (I) MAINTAIN THE RELIABILITY OF THE BULK POWER AND TRANSMISSION SYSTEM IN NEW ENGLAND BY, AMONG OTHER THINGS, EXERCISING OPERATIONAL AUTHORITY OVER THE BULK TRANSMISSION FACILITIES, (II) ADMINISTER AND SEEK TO ENHANCE SUSTAINABLE, COMPETITIVE AND EFFICIENT ENERGY MARKETS, AND (III) PROVIDE NON-DISCRIMINATORY, OPEN-ACCESS TRANSMISSION SERVICE. 0 0 90582021 101732769 ENERGY ADMINISTRATION - ISO NEW ENGLAND INC. (ISO-NE) IS THE NOT-FOR-PROFIT ORGANIZATION AUTHORIZED BY THE FEDERAL GOVERNMENT TO PERFORM THREE CRITICAL ACTIVITIES TO ENSURE THE RELIABLE SUPPLY OF ELECTRICITY THROUGHOUT NEW ENGLAND. THROUGH ITS FIRST ACTIVITY, ENERGY ADMINISTRATION, ISO-NE ENSURES THE CONSTANT AVAILABILITY OF COMPETITIVELY-PRICED ELECTRICITY FOR THE REGION'S 15.1 MILLION RESIDENTS BY DESIGNING, REFINING, AND ADMINISTERING IN A FAIR AND UNBIASED MANNER THE REGION'S WHOLESALE ELECTRICITY MARKETS. DURING 2022, ISO-NE WAS RESPONSIBLE FOR THE FAIR ADMINISTRATION OF OVER $13.7 BILLION OF MARKET TRANSACTIONS. 57968742 17900 65101329 RELIABILITY ADMINISTRATION - THROUGH ITS SECOND ACTIVITY, RELIABILITY ADMINISTRATION, ISO-NE ENSURES THE RELIABLE DAY-TO-DAY OPERATION OF THE REGION'S HIGH VOLTAGE TRANSMISSION SYSTEM. AMONG OTHER THINGS, THIS INVOLVES (I) COORDINATING THE OPERATION OF THE REGION'S 360 DISPATCHABLE POWER PLANTS AND 9,000 MILES OF HIGH VOLTAGE TRANSMISSION LINES; (II) MANAGING THE MOVEMENT OF HIGH-VOLTAGE ELECTRICITY INTO, WITHIN, AND OUT OF NEW ENGLAND; (III) ENSURING THAT THE SIX-STATE NEW ENGLAND REGION HAS THE POWER SYSTEM RESOURCES NECESSARY TO MEET CONSUMER DEMAND FOR ELECTRICITY AND FEDERALLY-MANDATED RELIABILITY REQUIREMENTS; (IV) COORDINATING HOW TRANSMISSION LINES, GENERATION, AND OTHER RESOURCES CONNECT TO AND OPERATE ON THE POWER GRID RELIABLY; AND (V), WORKING WITH THE INDUSTRY TO DEVELOP TRANSMISSION INFRASTRUCTURE SOLUTIONS THAT ARE ESSENTIAL FOR MAINTAINING POWER SYSTEM RELIABILITY. DURING 2022, ISO-NE COORDINATED THE GENERATION AND TRANSMISSION OF THE 118,878 GIGAWATT-HOURS OF POWER CONSUMED IN THE REGION. 38989653 43780674 SCHEDULING SERVICES - THROUGH ITS THIRD ACTIVITY, SCHEDULING SERVICES, ISO-NE FORECASTS AND SCHEDULES THE ELECTRICITY NEEDED IN THE REGION FOR EVERY SECOND OF EVERY DAY AND ENSURES THERE IS ENOUGH ELECTRICITY GENERATED TO MEET DEMAND, AS WELL AS RESOURCES NEEDED TO MAINTAIN STRINGENT RELIABILITY CRITERIA. IN CONDUCTING THIS ACTIVITY, ISO-NE (I) MONITORS THE FLOW OF ELECTRICITY INTO, OUT OF, AND OVER NEW ENGLAND'S HIGH-VOLTAGE TRANSMISSION SYSTEM AND (II) SCHEDULES HUNDREDS OF DIVERSE POWER RESOURCES AND TRANSMISSION COMPONENTS TO SUPPLY JUST THE RIGHT AMOUNT OF ELECTRICITY TO MEET THE REGION'S DEMAND AND REQUIRED RESERVE MARGIN. ISO-NE IS RESPONSIBLE FOR ENSURING THAT THE GRID CAN WITHSTAND THE SUDDEN LOSS OF A POWER PLANT OR TRANSMISSION EQUIPMENT CAUSED BY WEATHER, MECHANICAL FAILURE, OR OTHER TRIGGERS. 187540416 1 0 0 1 0 0 0 0 1 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 1 0 1 0 1 X 94 0 1 693 1 0 0 0 0 0 0 0 0 0 0 1 0 X 9 9 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 MA X ROBERT C LUDLOW 4135354014 ONE SULLIVAN ROAD HOLYOKE MA 01040 X BARNEY S RUSH DIRECTOR 8.00 X 102000 0 0 BROOK M COLANGELO DIRECTOR 8.00 X 159000 0 0 CAREN ANDERS DIRECTOR 7.00 X 138750 0 0 CATHERINE FLAX DIRECTOR 6.00 X 138000 0 0 CHERYL LAFLEUR CHAIR, BOARD OF DIRECTORS 9.00 X 175250 0 0 MARK VANNOY DIRECTOR 10.00 X 170000 0 0 MELVIN G WILLIAMS JR DIRECTOR 6.00 X 54500 0 0 MICHAEL J CURRAN DIRECTOR 9.00 X 164000 0 0 ROBERTO R DENIS DIRECTOR 7.00 X 149750 0 0 STEVEN B CORNELI DIRECTOR 7.00 X 142000 0 0 VICKIE A VANZANDT DIRECTOR 8.00 X 95250 0 0 ANNE C GEORGE V.P. EXTERNAL AFFAIRS & CORP. COMMUNICATIONS 45.00 X 528210 0 -34754 GORDON VAN WELIE PRESIDENT, & CHIEF EXECUTIVE OFFICER 45.00 X 1924952 0 402742 JANICE S DICKSTEIN V.P. HUMAN RESOURCES 45.00 X 551223 0 -176913 JEFFREY D MCDONALD V.P. MARKET MONITORING 45.00 X 99231 0 5145 KATHLEEN DECASTRO V.P. HR & CHIEF PEOPLE DIVERSITY OFFICER 45.00 X 262373 0 66050 LORRAINE M BRADY SR. CORPORATE ADMINISTRATOR & ASSISTANT SECRETARY 41.00 X 111776 0 -37730 MARIA A GULLUNI V.P. GEN'L COUNSEL & CORP. SEC. 45.00 X 605979 0 -158625 MARK G KARL V.P. MARKET DEVELOPMENT & SETTLEMENTS 45.00 X 521357 0 -58403 PETER T BRANDIEN V.P. SYSTEM OPERATIONS & MARKET ADMINISTRATION 45.00 X 747934 0 13163 ROBERT C LUDLOW V.P. CHIEF FINANCIAL & COMPLIANCE OFFICER 45.00 X 708378 0 43070 ROBERT G ETHIER V.P. SYSTEM PLANNING 45.00 X 533625 0 -146785 RUDOLF A PAWUL V.P. INFORMATION & CYBER SECURITY SERVICES 45.00 X 412353 0 -156819 VAMSI K CHADALAVADA EXECUTIVE V.P. & CHIEF OPERATING OFFICER 45.00 X 1432935 0 370320 ALAN F MCBRIDE DIRECTOR, TRANSMISSION SERVICES & RESOURCE QUALITY 42.00 X 317108 0 -131353 ALBERT EVANS DIRECTOR, CYBER SECURITY AND COMPLIANCE 41.00 X 365676 0 32786 BRENT OBERLIN DIRECTOR, TRANSMISSION PLANNING 45.00 X 321828 0 -137613 DAVID NAUGHTON EXECUTIVE DIRECTOR, MARKET MONITORING 40.00 X 307543 0 -48851 DENNIS G ROBINSON DIRECTOR, MARKET ADMINISTRATION AND AUCTIONS 42.00 X 292305 0 -361373 JOHN R NORDEN DIRECTOR, OPERATIONS 41.00 X 181903 0 -327846 M DAVID HAMEEDY DIRECTOR, PROGRAM MANAGEMENT OFFICE 40.00 X 356031 0 -143597 MATTHEW F GOLDBERG DIRECTOR, STRATEGY, RISK AND OPERATIONS COMPLIANCE 41.00 X 350525 0 -201245 MATTHEW W WHITE CHIEF ECONOMIST 48.00 X 627617 0 -85523 MICHAEL N TANIWHA IT DIRECTOR, INFRASTRUCTURE & ENTERPRISE SUPPORT 40.00 X 279592 0 -169665 SHANNON L CAREY DIRECTOR, MARKET ANALYSIS & SETTLEMENTS 40.00 X 322520 0 -243789 ALLISON DIGRANDE DIRECTOR, PARTICIPANT RELATIONS & SERVICES 44.00 X 313901 0 -178097 CHRISTOPHER GEISSLER MANAGER, ECONOMIC ANALYSIS 42.00 X 296266 0 -44724 JOHN DILORETO DIRECTOR, INTERNAL AUDIT 40.00 X 363277 0 42125 PARVIZ ALIVAND PRINCIPAL ECONOMIST 42.00 X 297630 0 -63734 TONGXIN ZHENG DIRECTOR, ADVANCED TECHNOLOGY SOLUTIONS 44.00 X 356284 0 -111034 15278832 0 -2043072 467 0 1 0 GRID SOLUTIONS (US) LLC 4200 WILDWOOD PKWY ATLANTA GA 30339 ENERGY MANAGEMENT SYSTEM DEVELOPER 7410472 MITSUBISHI ELECTRIC POWER PRODUCTS INC 530 KEYSTONE DRIVE WARRENDALE PA 15086 POWER SYSTEM CONSULTING 3280415 RLC ENGINEERING LLC 267 WHITTEN ROAD HALLOWELL ME 04347 ENGINEERING SERVICES 2475158 SIEMENS INDUSTRY INC 100 TECHNOLOGY DRIVE ALPHARETTA GA 30005 POWER SYSTEM CONSULTING 1964091 INNOVA SOLUTIONS INC 2400 MEADOWBROOK PKWY DULUTH GA 30096 INFORMATION TECHNOLOGY CONSULTING 1409280 65 ENERGY ADMIN. SERVICES 221000 101325568 101325568 RELIABILITY ADMIN. SER 221000 64891237 64891237 SCHEDULING SYSTEM CONT 221000 43611105 43611105 209827910 984013 786862 197151 1475 0 1475 1475 1475 210813398 210614772 0 198626 17900 17900 17189694 11503146 5686548 403221 403221 80187155 71294399 8892756 13885284 12345406 1539878 9399135 8315162 1083973 6098400 5422087 676313 1589474 1179555 409919 582191 381251 200940 159737 142022 17715 17002235 15298093 1704142 2214870 1867792 347078 19097634 17822067 1275567 6515423 5969869 545554 808891 709419 99472 597267 533273 63994 1350039 1350039 25047285 24843279 204006 354706 237364 117342 NORTH AMERICAN ELECTRIC 6306871 6306871 DUES AND SUBSCRIPTIONS 1549304 1177234 372070 RECRUITMENT EXPENSES 159710 141998 17712 NORTHEAST POWER COORDIN 122875 122875 174097 156094 18003 210813398 187540416 23272982 0 4413 4413 160672315 178311998 34448111 34283250 85375464 34860035 488435206 381710536 100210697 106724670 279933997 378372681 660644997 732557047 35076289 47186401 47728524 50342874 42890517 39726228 409467838 519780799 49984430 49993735 75497399 25527010 660644997 732557047 X 0 0 0 0 0 0 0 0 660644997 732557047 0 0 X 0 1 X 1 0 X 192779779 193969455 195585357 201634657 210614772 994584020 192779779 193969455 195585357 201634657 210614772 994584020 0 89571599 95503479 100011426 98226088 105037327 488349919 89571599 95503479 100011426 98226088 105037327 488349919 506234101 268155 297971 57999 50902 197151 872178 268155 297971 57999 50902 197151 872178 193047934 194267426 195643356 201685559 210811923 995456198 0.50850 0.51430 0.00090 0.00070 X SCHEDULE A, PART III, LINE 12 : ISO NEW ENGLAND RECEIVED PROCEEDS OF $1,475 FOR CONFERENCE ROOM OFFICE FURNITURE VALUED AT $0. THE PROCEEDS WERE IN THE FORM OF A CREDIT APPLIED TO THE PURCHASE PRICE OF REPLACEMENT CONFERENCE ROOM FURNITURE AT ISO NEW ENGLAND'S MAIN CONTROL CENTER. 210813398 210813398 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 250000 250000 250000 250000 1000000 1500000 0 1 X 67603554 36603218 31000336 55645758 43737040 11908718 365185894 301370278 63815616 106724670 SECURITY DEPOSITS - FINANCIAL ASSURANCE, HELD ON BEHALF OF MARKET PARTICIPAN 333409057 RESTRICTED CASH ON DEPOSIT (CLUSTER FUNDS), HELD ON BEHALF OF MARKET PARTICI 16921394 RESTRICTED CONGESTION REVENUE FUND, HELD ON BEHALF OF MARKET PARTICIPANTS 16574453 RESTRICTED CASH ON DEP(FORF FCM FUNDS),HELD ON BEHALF OF MARKET PARTICIPANTS 5834875 SYSTEM IMPACT STUDY DEPOSITS 3334300 MARKET PARTICIPANT SETTLEMENT FUNDS 1418300 RIGHT OF USE ASSET, OPERATING LEASES 859601 FAIR MARKET VALUE OF INTEREST RATE CAP FOR TAX EXEMPT DEBT 20701 378372681 PENSION BENEFIT LIABILITY 24666908 LEASE LIABILITY OPERATING 859602 ACTIVITIES RESERVE LIABILITIES 500 25527010 X 210811923 0 210811923 1475 1475 210813398 210811923 0 210811923 1475 1475 210813398 PART IV, LINE 2B: THE $519,780,799 REPORTED ON LINE 21, PART X OF THE FORM 990 REPRESENTS FUNDS HELD BY ISO NEW ENGLAND INC., FOR OR ON BEHALF OF MARKET PARTICIPANTS IN FURTHERANCE OF ISO NEW ENGLAND INC'S TAX-EXEMPT PURPOSE. PART X, LINE 2: THE COMPANY HAS DETERMINED PRIOR TO RECORDING ANY BENEFIT IN THE FINANCIAL STATEMENTS THAT IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE APPROPRIATE TAXING AUTHORITY AS REQUIRED BY THE ACCOUNTING FOR UNCERTAINTY WITHIN INCOME TAXES IN FASB ASC TOPIC 740, INCOME TAXES. A TAX POSITION IS MEASURED AT THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN FIFTY PERCENT LIKELY OF BEING REALIZED UPON SETTLEMENT. PART VI, LINE 1A ISO NEW ENGLAND INCURRED COSTS ASSOCIATED WITH THE PURCHASE OF LAND AT THE MAIN CONTROL CENTER LOCATED AT SULLIVAN ROAD IN HOLYOKE, MA AND THE BACKUP CONTROL CENTER LOCATED AT HELMSFORD WAY IN WINDSOR, CT. ISO NEW ENGLAND RECOVERS CURRENT YEAR AMORTIZATION THROUGH THE ANNUAL TARIFF FILING "RECOVERY OF ISO ADMINISTRATIVE EXPENSES". UNAMORTIZED LAND IS RECOGNIZED AS A DEFERRED ASSET AND REPORTED ON PART X, LINE 9 - PREPAID EXPENSES AND DEFERRED ASSETS ON THE FORM 990. THE MAIN CONTROL CENTER INCLUDES FULLY AMORTIZED LAND OF $150,596 AND THE BACKUP CONTROL CENTER INCLUDES LAND PURCHASE OF $982,581 AND AMORTIZATION OF $343,903 FOR A BOOK VALUE OF $638,678. PART XI, LINE 4B ISO NEW ENGLAND RECEIVED PROCEEDS OF $1,475 FOR CONFERENCE ROOM OFFICE FURNITURE VALUED AT $0. THE PROCEEDS WERE IN THE FORM OF A CREDIT APPLIED TO THE PURCHASE PRICE OF REPLACEMENT CONFERENCE ROOM FURNITURE AT ISO NEW ENGLAND'S MAIN CONTROL CENTER. PART XII, LINE 4B ISO NEW ENGLAND RECEIVED PROCEEDS OF $1,475 FOR CONFERENCE ROOM OFFICE FURNITURE VALUED AT $0. THE PROCEEDS WERE IN THE FORM OF A CREDIT APPLIED TO THE PURCHASE PRICE OF REPLACEMENT CONFERENCE ROOM FURNITURE AT ISO NEW ENGLAND'S MAIN CONTROL CENTER. 1 UNIVERSITY OF MASSACHUSETTS AMHERST 130 NATURAL RESOURCES ROAD AMHERST MA 01003 043167352 COMMONWEALTH OF MASS 11900 0 SUPPORT FOR THE COLLEGE OF ENGINEERING INDUSTRY PARTNER PROGRAMS IEEE FOUNDATION INC 445 HOES LANE PISCATAWAY NJ 08855 131656633 501(C)(3) 6000 0 SUPPORT OF THE REGION 1 RECIPIENTS FOR THE IEEE PES SCHOLARSHIP PLUS INITIATIVE FUND. 2 PART I, LINE 2: IN 2022 ISO NEW ENGLAND INC. MADE A TOTAL OF THREE GRANTS TO 501(C) AND GOVERNMENT ORGANIZATIONS. THESE CONSISTED OF TWO GRANTS TO AN EDUCATIONAL INSTITUTION AND ONE NON-PROFIT EDUCATIONAL AND SERVICE ORGANIZATION. ISO NEW ENGLAND INC. GRANTS IN 2022 CONSISTED OF THREE SCHOLARSHIPS. ISO NEW ENGLAND INC. MONITORS THE USE OF THESE SCHOLARSHIP GRANTS BY WORKING WITH EACH ORGANIZATION AND PROVIDING INPUT INTO THE SCHOLARSHIP AWARDEES AND BY RECEIVING SUPPORTING DOCUMENTATION FROM THE ORGANIZATION ON HOW THE SCHOLARSHIP GRANT WILL BE USED AND NOTING THE STATED USE ON THE PAYMENT TO EACH ORGANIZATION. X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 GORDON VAN WELIE PRESIDENT, & CHIEF EXECUTIVE OFFICER 870717 0 1044785 0 9450 0 376829 0 26309 0 2328090 0 437666 0 VAMSI K CHADALAVADA EXECUTIVE V.P. & CHIEF OPERATING OFF 616480 0 814746 0 1709 0 343409 0 28723 0 1805067 0 316960 0 PETER T BRANDIEN V.P. SYSTEM OPERATIONS & MARKET ADMI 423153 0 318144 0 6637 0 -4933 0 20137 0 763138 0 195459 0 ROBERT C LUDLOW V.P. CHIEF FINANCIAL & COMPLIANCE OF 462260 0 241117 0 5001 0 15539 0 27927 0 751844 0 119923 0 MATTHEW W WHITE CHIEF ECONOMIST 320221 0 302725 0 4671 0 -119127 0 33863 0 542353 0 70256 0 ANNE C GEORGE V.P. EXTERNAL AFFAIRS & CORP. COMMUN 340299 0 187088 0 823 0 -62559 0 29431 0 495082 0 91408 0 MARK G KARL V.P. MARKET DEVELOPMENT & SETTLEMENT 335312 0 178550 0 7495 0 -78790 0 20783 0 463350 0 100215 0 MARIA A GULLUNI V.P. GEN'L COUNSEL & CORP. SEC. 401961 0 201253 0 2765 0 -158625 0 138 0 447492 0 87765 0 JOHN DILORETO DIRECTOR, INTERNAL AUDIT 248627 0 111620 0 3030 0 28092 0 15526 0 406895 0 0 0 ALBERT EVANS DIRECTOR, CYBER SECURITY AND COMPLIA 281981 0 78413 0 5282 0 32629 0 415 0 398720 0 0 0 ROBERT G ETHIER V.P. SYSTEM PLANNING 356656 0 174546 0 2423 0 -176063 0 29416 0 386978 0 86352 0 JANICE S DICKSTEIN V.P. HUMAN RESOURCES 285017 0 264033 0 2173 0 -191233 0 16214 0 376204 0 109021 0 KATHLEEN DECASTRO V.P. HR & CHIEF PEOPLE DIVERSITY OFF 191828 0 70000 0 545 0 51820 0 15175 0 329368 0 0 0 DAVID NAUGHTON EXECUTIVE DIRECTOR, MARKET MONITORIN 223537 0 84006 0 0 0 -81456 0 33674 0 259761 0 0 0 RUDOLF A PAWUL V.P. INFORMATION & CYBER SECURITY SE 337891 0 73632 0 830 0 -189423 0 34241 0 257171 0 0 0 CHRISTOPHER GEISSLER MANAGER, ECONOMIC ANALYSIS 199175 0 95984 0 1107 0 -77329 0 37659 0 256596 0 0 0 TONGXIN ZHENG DIRECTOR, ADVANCED TECHNOLOGY SOLUTI 225491 0 129249 0 1544 0 -144121 0 33226 0 245389 0 0 0 PARVIZ ALIVAND PRINCIPAL ECONOMIST 207106 0 90326 0 198 0 -91461 0 28706 0 234875 0 0 0 M DAVID HAMEEDY DIRECTOR, PROGRAM MANAGEMENT OFFICE 267880 0 80669 0 7482 0 -177585 0 34384 0 212830 0 0 0 ALAN F MCBRIDE DIRECTOR, TRANSMISSION SERVICES & RE 231220 0 84305 0 1583 0 -164441 0 33226 0 185893 0 0 0 BRENT OBERLIN DIRECTOR, TRANSMISSION PLANNING 234965 0 85258 0 1605 0 -170217 0 32743 0 184354 0 0 0 CHERYL LAFLEUR CHAIR, BOARD OF DIRECTORS 175250 0 0 0 0 0 0 0 0 0 175250 0 0 0 MARK VANNOY DIRECTOR 170000 0 0 0 0 0 0 0 0 0 170000 0 0 0 MICHAEL J CURRAN DIRECTOR 164000 0 0 0 0 0 0 0 0 0 164000 0 0 0 BROOK M COLANGELO DIRECTOR 159000 0 0 0 0 0 0 0 0 0 159000 0 0 0 MATTHEW F GOLDBERG DIRECTOR, STRATEGY, RISK AND OPERATI 248734 0 100992 0 799 0 -231006 0 36026 0 155545 0 48165 0 ALLISON DIGRANDE DIRECTOR, PARTICIPANT RELATIONS & SE 232695 0 79614 0 1592 0 -210946 0 32988 0 135943 0 0 0 MICHAEL N TANIWHA IT DIRECTOR, INFRASTRUCTURE & ENTERP 233288 0 45293 0 1011 0 -195287 0 26929 0 111234 0 0 0 SHANNON L CAREY DIRECTOR, MARKET ANALYSIS & SETTLEME 232240 0 88645 0 1635 0 -273306 0 30808 0 80022 0 45911 0 DENNIS G ROBINSON DIRECTOR, MARKET ADMINISTRATION AND 241111 0 47732 0 3462 0 -385537 0 24422 0 -68810 0 0 0 JOHN R NORDEN DIRECTOR, OPERATIONS 92418 0 87208 0 2277 0 -334159 0 6709 0 -145547 0 0 0 PART I, LINE 1A IN MARCH 2022, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER RECOMMENDED TO THE ISO NEW ENGLAND BOARD OF DIRECTORS, AND BOARD SUBSEQUENTLY APPROVED AND AUTHORIZED A ONE-TIME BONUS PAYMENT OF $1,000 THAT WAS GROSSED UP FOR TAX PURPOSES TO ALL EMPLOYEES EXCEPT THE COMPANY'S OFFICERS. HOWEVER, LORRAINE BRADY, WHO IS THE ASSISTANT SECRETARY, DID RECEIVE THE BONUS. THE $1,000 BONUS AND TAX GROSS UP BENEFIT PAID INCLUDED KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES, REPORTED ON PART VII SECTION A. DURING 2022 THREE ISO NEW ENGLAND KEY EMPLOYEES WERE RECOGNIZED FOR AN EMPLOYEE RECOGNITION AWARD UNDER THE COMPANY'S EMPLOYEE RECOGNITION PROGRAM. THE TAXABLE EMPLOYEE RECOGNITION PROGRAM IS AVAILABLE TO ALL EMPLOYEES WITH EXCEPTION OF THE CEO, EXECUTIVE/SENIOR VICE PRESIDENTS, AND VICE PRESIDENTS. THE EMPLOYEE RECOGNITION PROGRAM RECOGNIZES EMPLOYEE ACHIEVEMENTS OR ACCOMPLISHMENTS THAT CONTRIBUTE TO THE OVERALL OBJECTIVE OF THE BUSINESS. IT ENCOURAGES EMPLOYEES TO EXCEL IN ISO CORE COMPETENCIES, EITHER INDIVIDUALLY OR THROUGH TEAMS. EACH OF THESE AWARDS HAD AN AFTER TAX VALUE OF $150 AND A RELATED APPROXIMATE $64 TAX GROSS UP. PART I, LINE 3 COMPENSATION IS APPROVED IN ADVANCE BY THE BOARD OF DIRECTORS (THE "BOARD"). SCHEDULE O, FORM 990, PART VI, SECTION B, LINE 15 PROVIDES A COMPLETE DESCRIPTION OF THE ESTABLISHMENT OF COMPENSATION FOR ISO NEW ENGLAND'S CHIEF EXECUTIVE OFFICER, AND OTHER OFFICERS OF THE COMPANY. PART I, LINE 7 ISO NEW ENGLAND CURRENTLY ADMINISTERS TWO INCENTIVE COMPENSATION PLANS THAT BOTH PROVIDE FOR NON-FIXED PAYMENTS: AN ANNUAL PERFORMANCE INCENTIVE PLAN (THE "API PLAN") AND A LONG-TERM INCENTIVE PLAN (THE DEFERRED PERFORMANCE INCENTIVE PLAN, "DPI PLAN"). SUBJECT TO CERTAIN ELIGIBILITY CRITERIA, MOST EMPLOYEES MAY RECEIVE AN API PLAN AWARD BASED UPON A FORMULA THAT TAKES INTO ACCOUNT ORGANIZATIONAL PERFORMANCE, INDIVIDUAL PERFORMANCE, ANNUAL BASE PAY (AS DECEMBER 31ST OF THE PLAN YEAR) AND A GRADE-RELATED SALARY PERCENTAGE. ORGANIZATIONAL PERFORMANCE IS MEASURED BY THE BOARD OF DIRECTORS OF ISO NEW ENGLAND (THE "BOARD") AGAINST GOALS AND OBJECTIVES DEVELOPED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD (THE "COMMITTEE"), OTHER BOARD COMMITTEES, AND THE BOARD AT THE COMMENCEMENT OF EACH PLAN YEAR. THE INDIVIDUAL PERFORMANCE OF AN OFFICER IS EVALUATED BY THE COMMITTEE AND THE BOARD. THE FINAL API PLAN AWARD FOR AN OFFICER IS CALCULATED AND PAID ONCE THE BOARD DETERMINES THE SCORES FOR ORGANIZATIONAL PERFORMANCE AND INDIVIDUAL PERFORMANCE FOR THE PLAN YEAR. FOR EXAMPLE, PURSUANT TO THE TERMS OF A SETTLEMENT AGREEMENT WITH THE FEDERAL ENERGY REGULATORY COMMISSION'S OFFICE OF ENFORCEMENT, THERE WAS A REDUCTION TO THE API PAYMENTS MADE TO OFFICERS IN MARCH 2023 TO PAY FOR A PENALTY THAT WAS PAID BY ISO NEW ENGLAND INC. IN OCTOBER 2022. THE DPI PLAN AWARDS ARE AVAILABLE TO OFFICERS AND ARE BASED UPON THE ACHIEVEMENT OF ORGANIZATIONAL AND INDIVIDUAL LONG-TERM GOALS ESTABLISHED BY RECOMMENDATIONS OF THE COMMITTEE (WITH INPUT FROM OTHER BOARD COMMITTEES) AND WITH THE APPROVAL OF THE BOARD. SIMILAR TO THE API PLAN, THE DPI PLAN AWARDS ARE CALCULATED USING AN ELIGIBLE EMPLOYEE'S BASE SALARY IN EFFECT AS OF DECEMBER 31ST OF THE PLAN YEAR AND A GRADE-RELATED SALARY PERCENTAGE; HOWEVER, DPI PLAN AWARDS GENERALLY ARE PAID TWO AND ONE-HALF YEARS AFTER THE END OF THE PLAN YEAR. THE BOARD ASSESSES THE PERFORMANCE OF THE ORGANIZATION AND THE INDIVIDUAL AT THE END OF EACH PLAN YEAR, AND REASSESSES THE ORGANIZATION'S PROGRESS TOWARDS ITS LONG-TERM GOALS AND OBJECTIVES TWO AND ONE-HALF YEARS LATER, IMMEDIATELY PRIOR TO THE CALCULATION AND PAY-OUT OF THE DPI PLAN AWARD. UNDER BOTH PLANS, ISO NEW ENGLAND RESERVES THE RIGHT TO REDUCE OR ELIMINATE PLAN AWARDS IF THE ELIGIBLE EMPLOYEE OR THE ORGANIZATION UNDERPERFORMS OR THERE IS A MAJOR COLLAPSE OF THE BULK ELECTRIC POWER SYSTEM MANAGED BY ISO NEW ENGLAND. A MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 043431814 57583RAA3 2005-02-25 45500000 FINANCE ACQUISITION OF 64K SQ. FOOT FACILITY, RENOVATE EXISTING BLDG 0 0 0 B CONNECTICUT INNOVATIONS INCORPORATED 041423798 20758CAA3 2012-12-13 36000000 FINANCE ACQUISITION OF LAND & OFFICE BLDG FOR BACK-UP CONTROL CENTER 0 0 0 A 28665000 45500000 146955 45353045 2007 0 0 1 1 B 12910000 36000000 386499 222060 34041441 1350000 2014 0 0 1 1 A 0 0 1 1 0 0 0 1 B 0 0 0 0 0 0 1 A 0 0 0 1 1 0 0 0 1 B 0 0 0 1 1 0 0 0 1 A 1 B 1 SCHEDULE K, PART I, COLUMN F: 02/25/2005 45,500,000 MASSACHUSETTS DEVELOPMENT - THE PROCEEDS OF THE BONDS LOANED TO ISO NEW ENGLAND INC. WERE MADE TO FINANCE AND REFINANCE A PROJECT LOCATED AT ONE SULLIVAN ROAD, HOLYOKE, MASSACHUSETTS; GENERALLY CONSISTING OF (A) THE ACQUISITION OF A 13-ACRE PARCEL OF PROPERTY AND ATTACHED EXISTING 64,000 SQUARE FOOT FACILITY; (B) THE RENOVATION, EQUIPPING AND FURNISHING OF THE EXISTING FACILITY, INCLUDING CONSTRUCTION OF A 3,200 SQUARE FOOT EXPANSION, A NEW LOBBY AND MECHANICAL PENTHOUSES, (C) CONSTRUCTION, EQUIPPING AND FURNISHING OF A THREE STORY, 100,000 SQUARE FOOT FACILITY; AND (D) CONSTRUCTION OF SITE IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO AN ADDITIONAL 342-SPACE PARKING LOT, A RETAINING WALL AND SECURITY SCREEN, A PEDESTRIAN CONNECTING BRIDGE BETWEEN THE EXISTING AND NEW FACILITY AND A GUARD HOUSE, ALL TO BE USED BY THE COMPANY TO CONDUCT ITS MISSION AND ACTIVITIES. SCHEDULE K, PART I, COLUMN F: 12/13/2012 36,000,000 CONNECTICUT INNOVATIONS INCORPORATED - THE PROCEEDS OF THE BONDS LOANED TO ISO NEW ENGLAND INC., WERE MADE TO FINANCE THE COST OF A (A) ACQUISITION OF REAL PROPERTY LOCATED AT 55 HELMSFORD WAY, WINDSOR, CONNECTICUT (THE "PROPERTY"), (B) THE CONSTRUCTION OF AN APPROXIMATELY 70,000 SQUARE FOOT OFFICE BUILDING FOR A BACK-UP CONTROL CENTER WITH DATA CENTER AND CONTROL ROOM COMPONENTS ON THE PROPERTY, (C) THE PURCHASE AND INSTALLATION OF GENERAL MACHINERY, EQUIPMENT, OFFICE FURNITURE AND FIXTURES, AND (D) MISCELLANEOUS CAPITAL PROJECTS; AND (E) PAY COSTS OF ISSUANCE AND CREDIT ENHANCEMENT FEES WITH RESPECT TO THE BONDS (THE "PROJECT"). SCHEDULE K, PART IV, LINE 2C: 02/25/2005 45,500,000 MASSACHUSETTS DEVELOPMENT - MARCH 19, 2010 THE ARBITRAGE REBATE CALCULATION WAS COMPLETED. SCHEDULE K, PART IV, LINE 2C: 12/13/2012 36,000,000 CONNECTICUT INNOVATIONS INCORPORATED - NOVEMBER 30, 2017 THE ARBITRAGE REBATE CALCULATION WAS COMPLETED. GRT INC ENTITY RELATED TO FORMER KEY EMPLOYEE 348972 COMPENSATION OF GRT, INC. 0 RALPH SLATE FAMILY MEMBER OF OFFICER 243444 COMPENSATION OF EMPLOYEE AT ISO NEW ENGLAND, INC. 0 CATHERINE SIMONELLI FAMILY MEMBER OF FORMER KEY EMPLOYEE 159778 COMPENSATION OF EMPLOYEE AT ISO NEW ENGLAND, INC. 0 SCHEDULE L, PART IV - LINE 1 GRT INC IS A SOFTWARE CONSULTING FIRM THAT PERFORMS SERVICES FOR ISO NEW ENGLAND INC. MR. VICTOR LITVINOV IS A FAMILY MEMBER OF EUGENE LITVINOV, FORMER KEY EMPLOYEE. VICTOR LITVINOV IS AN OFFICER OF GRT INC. THE AMOUNT IN COLUMN (C) REPRESENTS PAYMENTS MADE TO GRT INC. FOR 2022. LINE 2 - RALPH SLATE IS A FAMILY MEMBER OF MARIA GULLUNI, CURRENT OFFICER. COMPENSATION AS AN EMPLOYEE OF ISO NEW ENGLAND INC. IN THE POSITION OF TECHNICAL MANAGER. THE AMOUNT IN COLUMN (C) REPRESENTS PAYMENTS MADE TO RALPH SLATE FOR 2022. LINE 3 - CATHERINE SIMONELLI IS A FAMILY MEMBER OF JOHN SIMONELLI, A RETIRED FORMER KEY EMPLOYEE. COMPENSATION AS AN EMPLOYEE OF ISO NEW ENGLAND INC. IN THE POSITION OF LEAD EMS SUPPORT SPECIALIST. THE AMOUNT IN COLUMN (C) REPRESENTS PAYMENTS MADE TO CATHERINE SIMONELLI IN 2022. FORM 990, PART VI, LINE 4: IN 2021, CERTAIN SECTIONS OF THE CHARTER WERE AMENDED INCLUDING SECTIONS 7(B) TO REFLECT THAT THE NUMBER OF INDIVIDUALS SERVING ON THE BOARD OF DIRECTORS SHALL BE TEN (10), EXCEPT FOR THE PERIOD FROM OCTOBER 1, 2021 THROUGH SEPTEMBER 30, 2022, WHEN THE BOARD SHALL BE COMPRISED OF ELEVEN (11) DIRECTORS. AS OF OCTOBER 1, 2022, PER THE BYLAWS, THE NUMBER OF INDIVIDUALS SERVING ON THE BOARD OF DIRECTORS HAS REVERTED BACK TO TEN (10). FORM 990, PART VI, SECTION A, LINE 6 ISO NEW ENGLAND INC. IS GOVERNED BY A TEN-PERSON BOARD OF DIRECTORS. NINE OF THE INDIVIDUALS ON THE BOARD OF DIRECTORS ARE INDEPENDENT VOTING DIRECTORS, AND ACT ALSO AS VOTING MEMBERS OF ISO NEW ENGLAND INC. (THE TENTH INDIVIDUAL ON THE BOARD OF DIRECTORS IS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF ISO NEW ENGLAND INC.; HE IS A NON-VOTING DIRECTOR AND IS NOT A MEMBER OF ISO NEW ENGLAND INC.). THE VOTING MEMBERS OF ISO NEW ENGLAND INC. AND THE BOARD OF DIRECTORS OF ISO NEW ENGLAND INC. HAVE NO FINANCIAL INTEREST IN ANY COMPANY DOING BUSINESS IN NEW ENGLAND'S ELECTRICITY MARKETS AND ARE ELECTED TO THEIR POSITIONS BECAUSE OF THEIR EXPERTISE IN FINANCIAL MARKETS, LAW, AND/OR ELECTRIC POWER OPERATIONS AND REGULATION. FORM 990, PART VI, SECTION A, LINE 7A DIRECTORS OF THE BOARD OF DIRECTORS ARE ELECTED BY THE MEMBERS OF ISO NEW ENGLAND INC. THE MEMBERS OF THE COMPANY CONSIST OF THE NINE VOTING DIRECTORS OF THE BOARD OF DIRECTORS (TEN VOTING DIRECTORS FOR THE PERIOD FROM OCTOBER 1, 2021 THROUGH SEPTEMBER 30, 2022). THEY ARE NOMINATED BY THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS, WHICH IS A STANDING COMMITTEE CONSISTING OF THREE OR MORE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY. EACH MEMBER OF THE COMMITTEE MUST MEET ALL INDEPENDENCE STANDARDS IMPOSED UNDER THE COMPANY'S CHARTER, BY-LAWS AND CODE OF CONDUCT, AS WELL AS ANY OTHER APPLICABLE INDEPENDENCE STANDARDS ADOPTED BY THE BOARD OF DIRECTORS. BEFORE THE FORMAL NOMINATION AND ELECTION, A JOINT NOMINATING COMMITTEE COMPOSED OF STAKEHOLDERS AND DIRECTORS OF THE BOARD DEVELOPS THE SLATE OF CANDIDATES FOR ELECTION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE LEAD FINANCIAL ANALYST AND THEN REVIEWED AND COMMENTED UPON BY THE SUPERVISOR, BUDGET AND FINANCIAL REPORTING. THE FORM 990 IS THEN REVIEWED AND COMMENTED UPON BY THE DIRECTOR, FINANCE & MARKET RISK, AND THEN BY ISO NEW ENGLAND'S EXTERNAL TAX COUNSEL AND EXTERNAL ACCOUNTING FIRM AS PAID TAX PREPARER, CHIEF FINANCIAL AND COMPLIANCE OFFICER AND THEN REVIEWED BY THE AUDIT & FINANCE COMMITTEE OF THE BOARD OF DIRECTORS AND THEN BY ISO NEW ENGLAND'S FULL BOARD OF DIRECTORS PRIOR TO BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C ISO NEW ENGLAND HAS A "CODE OF CONDUCT" THAT APPLIES TO ITS DIRECTORS AND EMPLOYEES (INCLUDING OFFICERS AND KEY EMPLOYEES). THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS OVERSEES THE ADMINISTRATION OF THE CODE OF CONDUCT AND ENSURES THAT PROMPT ACTION IS TAKEN TO INVESTIGATE ANY POTENTIAL VIOLATIONS OF, OR NONCOMPLIANCE WITH, THE CODE OF CONDUCT. WHEN A MEMBER OF THE BOARD OF DIRECTORS IS INVOLVED, THE FULL BOARD MAKES THE RELEVANT DETERMINATION. ON BEHALF OF THE AUDIT AND FINANCE COMMITTEE, THE COMPLIANCE OFFICER, WHO IS THE VICE PRESIDENT, HUMAN RESOURCES, HAS THE DAY-TO-DAY RESPONSIBILITY FOR REVIEWING COMPLIANCE WITH THE CODE OF CONDUCT, INCLUDING INTERPRETING THE CODE OF CONDUCT, ADVISING DIRECTORS, OFFICERS AND EMPLOYEES REGARDING POTENTIAL CONFLICTS OF INTEREST AND FOLLOWING UP ON ALL SUSPECTED VIOLATIONS. INDIVIDUALS SUBJECT TO THE CODE OF CONDUCT ARE PROHIBITED FROM USING THEIR POSITIONS TO IMPROPERLY BENEFIT THEMSELVES, THEIR FAMILY MEMBERS OR THE PEOPLE WITH WHOM THEY COHABITATE. SIMILARLY, SUCH INDIVIDUALS ARE PROHIBITED FROM HAVING A SIGNIFICANT FINANCIAL INTEREST IN ANY CONTRACTOR, COMPANY, BUSINESS, OR ENTERPRISE WHICH HAS, OR IS SEEKING TO ESTABLISH, BUSINESS RELATIONS WITH ISO NEW ENGLAND INC., UNLESS THAT RELATIONSHIP HAS BEEN DISCLOSED TO THE COMPLIANCE OFFICER OR HIS OR HER DESIGNEE AND APPROVED BY THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS. INDIVIDUALS SUBJECT TO THE CODE OF CONDUCT ARE OBLIGATED TO IDENTIFY ACTIVITIES OF ANOTHER DIRECTOR, OFFICER OR EMPLOYEE THAT DO NOT COMPLY WITH THE CODE OF CONDUCT AND REPORT THEM TO THE COMPLIANCE OFFICER. SUCH REPORTS MAY BE MADE ON A CONFIDENTIAL BASIS AND INDIVIDUALS WILL NOT BE SUBJECT TO RETALIATORY ACTIONS FOR MAKING SUCH REPORTS. INDIVIDUALS WHO VIOLATE THE CODE OF CONDUCT MAY BE SUBJECT TO DISCIPLINARY ACTION INCLUDING SUSPENSION FROM DUTIES OR TERMINATION. ALL DIRECTORS AND EMPLOYEES ARE REQUIRED TO SIGN AN ANNUAL COMPLIANCE CERTIFICATE THAT STATES, AMONG OTHER THINGS, THAT THE INDIVIDUAL HAS READ, FULLY UNDERSTANDS AND WILL COMPLY WITH THE CODE OF CONDUCT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER AND OF EACH OF THE OTHER SENIOR EXECUTIVE OFFICERS OF ISO NEW ENGLAND INC. (THE "COMPANY") IS DETERMINED IN A MANNER SO THAT THE TOTAL COMPENSATION OF EACH INDIVIDUAL IS PRESUMED TO BE REASONABLE IN ACCORDANCE WITH TREASURY REGULATION 53.4958-6. IN ACCORDANCE WITH THIS TREASURY REGULATION: (I) EACH COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY THE BOARD OF DIRECTORS (THE "BOARD") UPON RECEIVING RECOMMENDATIONS MADE BY THAT COMPENSATION AND HUMAN RESOURCES COMMITTEE (THE "COMMITTEE), THE MEMBERS OF WHICH, THE MEMBERS OF WHICH DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THAT COMPENSATION ARRANGEMENT (AS SET FORTH IN TREAS. REG. 53.4958-6(C)(1)(III)); (II) EACH OF THE BOARD AND THE COMMITTEE OBTAINS AND RELIES UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION REGARDING A COMPENSATION ARRANGEMENT; AND (III) THE BASIS FOR THE COMPENSATION-RELATED DETERMINATION MADE BY THE BOARD OR THE COMMITTEE IS ADEQUATELY DOCUMENTED CONCURRENTLY WITH THE MAKING OF THE DETERMINATION. THE COMPANY'S OVERALL COMPENSATION POLICY IS DESIGNED TO PROMOTE THE TAX-EXEMPT PURPOSES OF THE COMPANY BY ATTRACTING, RETAINING AND MOTIVATING HIGHLY-SKILLED SENIOR MANAGEMENT TO DELIVER SUPERIOR SERVICE IN FURTHERANCE OF THE COMPANY'S EXEMPT PURPOSE: TO LESSEN THE BURDENS ON GOVERNMENT THROUGH THE ADMINISTRATION OF AN EFFICIENT AND RELIABLE ELECTRICITY TRANSMISSION SYSTEM, WHOLESALE ELECTRICITY MARKETPLACE AND COMPREHENSIVE REGIONAL BULK POWER SYSTEM PLANNING PROCESS FOR THE BENEFIT OF NEW ENGLAND. FOR EACH FISCAL YEAR, THE COMMITTEE DEVELOPS RECOMMENDATIONS REGARDING: (I) THE BASE SALARY OF EACH SENIOR EXECUTIVE; (II) THE ANNUAL PERFORMANCE INCENTIVE PLAN (I.E. THE SHORT-TERM INCENTIVE COMPENSATION PLAN) GOALS AND OBJECTIVES FOR THE PLAN YEAR FOR THE COMPANY AND EACH SENIOR EXECUTIVE; (III) THE LONG-TERM INCENTIVE COMPENSATION PLAN GOALS AND OBJECTIVES FOR THE PLAN YEAR FOR THE COMPANY AND EACH SENIOR EXECUTIVE; AND (IV) PROPOSED CHANGES, IF ANY, TO THE COMPANY'S FRINGE BENEFIT PLANS. AT THE END OF EACH FISCAL YEAR, THE COMMITTEE ALSO MAKES RECOMMENDATIONS REGARDING THE PERFORMANCE OF THE COMPANY AND EACH SENIOR EXECUTIVE AGAINST THE PLAN YEAR GOALS AND OBJECTIVES ESTABLISHED UNDER BOTH THE SHORT-TERM INCENTIVE COMPENSATION PLAN AND THE LONG-TERM INCENTIVE COMPENSATION PLAN. ALL OF THE AFOREMENTIONED COMMITTEE RECOMMENDATIONS ARE BASED UPON INFORMATION AND MATERIALS DERIVED FROM A NUMBER OF SOURCES, INCLUDING: EVALUATIONS OF THE COMPANY'S PERFORMANCE, REQUIREMENTS AND SHORT- AND LONG-RANGE STRATEGIC PLANS AS PREPARED BY THE BOARD, BOARD COMMITTEES AND SENIOR EXECUTIVES; EVALUATIONS OF THE PERFORMANCE OF EACH SENIOR EXECUTIVE'S PERFORMANCE AS PREPARED BY THE BOARD, THE COMMITTEE AND/OR SENIOR EXECUTIVES; ANNUAL SALARY AND OTHER COMPENSATION SURVEYS CONDUCTED BY INDEPENDENT HUMAN RESOURCES AND COMPENSATION CONSULTING FIRMS; A CUSTOM EXECUTIVE COMP SURVEY (PERFORMED EVERY OTHER YEAR); ANNUAL REPORTS AND FINDINGS PREPARED BY AN INDEPENDENT HUMAN RESOURCES AND COMPENSATION CONSULTING FIRM (IN 2022 MERCER) RETAINED BY THE COMPANY TO EVALUATE THE REASONABLENESS OF THE COMPENSATION PAID TO SENIOR EXECUTIVES; AND WRITTEN AND ANECDOTAL INFORMATION COLLECTED BY THE HUMAN RESOURCES DEPARTMENT OF THE COMPANY IN CONNECTION WITH THE RECRUITMENT AND RETENTION OF SENIOR EXECUTIVES FOR THE COMPANY (INCLUDING REPORTS PROVIDED BY EXECUTIVE RECRUITMENT FIRMS). ANNUALLY THE COMPENSATION-RELATED RECOMMENDATIONS MADE BY THE COMMITTEE ARE REFERRED TO THE BOARD FOR ITS REVIEW, TOGETHER WITH ALL EVALUATIONS, SURVEYS, CONSULTANT REPORTS AND FINDINGS AND OTHER INFORMATION COMPILED BY THE COMMITTEE. THE BOARD REVIEWS THE RECOMMENDATIONS AND MATERIAL PROVIDED BY THE COMMITTEE, AND CONSIDERS THE RECOMMENDATIONS IN LIGHT OF: THE PERFORMANCE, FINANCIAL CONDITION, REQUIREMENTS, AND EXEMPT PURPOSE GOALS AND OBJECTIVES OF THE COMPANY; THE PERFORMANCE, EXPERIENCE, AND RESPONSIBILITIES OF EACH SENIOR EXECUTIVE; AND THE COMPETITIVE MARKET FOR EXECUTIVE TALENT. THE RECOMMENDATIONS ALSO ARE WEIGHED AGAINST A RANGE OF REASONABLE COMPENSATION ESTABLISHED FOR EACH OF THE COMPANY'S EXECUTIVES BY AN INDEPENDENT HUMAN RESOURCES AND COMPENSATION CONSULTING FIRM (IN 2022, MERCER), BASED UPON INDEPENDENT SURVEY SOURCES AND COMPENSATION INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS PROVIDED OR MADE AVAILABLE BY OTHER REGIONAL TRANSMISSION OPERATORS, INDEPENDENT SYSTEMS OPERATORS, AND OTHER SIMILARLY SITUATED TAXABLE AND TAX-EXEMPT ORGANIZATIONS. BASED ON THE FOREGOING, THE BOARD MAKES A FINAL DECISION REGARDING EACH OF THE ELEMENTS OF EACH SENIOR EXECUTIVE'S COMPENSATION, INCLUDING: BASE SALARY; THE CURRENT FISCAL YEAR'S GOALS AND OBJECTIVES FOR EACH OF THE COMPANY AND THE EXECUTIVE FOR EACH OF THE SHORT-TERM INCENTIVE COMPENSATION PLAN AND THE LONG-TERM INCENTIVE COMPENSATION PLAN; CHANGES (IF ANY) TO THE COMPANY'S FRINGE BENEFIT PLANS; THE PERFORMANCE SCORES AGAINST THE PRIOR FISCAL YEAR'S GOALS AND OBJECTIVES FOR EACH OF THE COMPANY AND THE EXECUTIVE FOR EACH OF THE SHORT-TERM INCENTIVE COMPENSATION PLAN AND THE LONG-TERM INCENTIVE COMPENSATION PLAN; AND THE FINAL PAYMENTS TO BE MADE IN THE CURRENT FISCAL YEAR UNDER THE COMPANY'S INCENTIVE COMPENSATION PLANS BASED UPON THOSE COMPANY AND INDIVIDUAL PERFORMANCE SCORES. EACH COMPENSATION-RELATED DECISION OF THE BOARD IS DOCUMENTED IN THE MINUTES OF THE MEETING OR MEETINGS AT WHICH THAT DECISION IS MADE INCLUDING THE MATERIALS AND INFORMATION RELIED UPON TO MAKE THE DECISION, THE IDENTITY OF THE MEMBERS OF THE BOARD MAKING THE DECISION AND A SUMMARY OF THE BOARD'S DELIBERATIONS AND REASONS UNDERLYING THE DECISION. THOSE MINUTES ARE THEREAFTER REVIEWED AND, WITH ANY CORRECTIONS AGREED TO BY THE BOARD, ARE APPROVED AT THE NEXT MONTHLY MEETING OF THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 ISO NEW ENGLAND MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY (CALLED "THE CODE OF CONDUCT"), AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON ITS WEBSITE WWW.ISO-NE.COM. EACH OF THESE DOCUMENTS CAN BE FOUND ON THE WEBSITE AS FOLLOWS: GOVERNING DOCUMENTS AND CODE OF CONDUCT - HTTP://WWW.ISO-NE.COM/ABOUT/CORPORATE-GOVERNANCE/CORPORATE-DOCUMENTS, AND THE FINANCIAL STATEMENTS CAN BE FOUND AT WWW.ISO-NE.COM/ABOUT/CORPORATE-GOVERNANCE/FINANCIAL-PERFORMANCE. FORM 990, PART VI, LINE 16A: THE COMPANY HAS ENTERED INTO AGREEMENTS TO SHARE COSTS FOR STUDIES AND OTHER WORK OF COMMON INTEREST. THESE COST SHARING AGREEMENTS ARE WITH OTHER INDEPENDENT SYSTEM OPERATORS (ISOS) AND REGIONAL TRANSMISSION ORGANIZATIONS (RTOS,) ALL OF WHICH ARE TAX-EXEMPT ORGANIZATIONS EXCEPT FOR PJM INTERCONNECTION LLC, WHICH IS A TAXABLE ENTITY ORGANIZED AS A LIMITED LIABILITY COMPANY. THE COMPANY REVIEWS AGREEMENTS ENTERED INTO TO SAFEGUARD ITS EXEMPT STATUS AND TO ENSURE THAT THE COMPANY'S PARTICIPATION IN THE AGREEMENTS FURTHERS ITS TAX EXEMPT PURPOSE. FORM 990, PART VI, LINE 16B: THE METHODOLOGY OF ISO NEW ENGLAND'S FIN 48 (ASC 740) ANALYSIS INCLUDES REVIEW AND EVALUATION OF THE ORGANIZATIONS TAX EXEMPT STATUS, GEOGRAPHICAL SCOPE IN WHICH IT OPERATES, AND ORGANIZATIONAL AND OPERATIONAL DOCUMENTS. INCLUDED IN THE REVIEW OF THE OPERATIONAL DOCUMENTS, ARE ANY JOINT VENTURE ARRANGEMENTS. THE CONTROLLER AND DIRECTOR, ACCOUNTING REVIEWS THE OBJECTIVE AND THE SCOPE OF ANY JOINT VENTURE ARRANGEMENT, TOGETHER WITH ANY DOCUMENTS MEMORIALIZING THE JOINT VENTURE ARRANGEMENT, TO SAFEGUARD THE ASSETS AND TAX-EXEMPT STATUS OF THE COMPANY AND TO ENSURE THAT THE COMPANY'S PARTICIPATION IN THE JOINT VENTURE FURTHERS ITS TAX EXEMPT PURPOSE. IN ADDITION, ISO NEW ENGLAND MONITORS ALL ACTIVITIES TO ENSURE THAT NO ACTIVITY RESULTS IN ITS EARNINGS OR ASSETS INURING TO THE BENEFIT OF ANY INDIVIDUAL. FORM 990, PART VII, LINE 1A: ISO NEW ENGLAND ENTERED INTO A SETTLEMENT AGREEMENT WITH THE FEDERAL ENERGY REGULATORY COMMISSION'S OFFICE OF ENFORCEMENT TO RESOLVE A DISPUTE STEMMING FROM THE DELAY IN THE COMMERCIALIZATION OF THE SALEM HARBOR POWER DEVELOPMENT GENERATING FACILITY IN MASSACHUSETTS (FORMERLY KNOWN AS FOOTPRINT POWER) AND ITS RECEIPT OF CAPACITY PAYMENTS. AS OUTLINED IN THE SETTLEMENT AGREEMENT, A $500,000 PENALTY THAT WAS PAID IN OCTOBER 2022, WAS FUNDED THROUGH A REDUCTION IN EXECUTIVE COMPENSATION.DURING 2022 ACCRUED COMPENSATION WAS REDUCED BY THE $500,000 PENALTY THAT RESULTED IN A REDUCTION IN ANNUAL PERFORMANCE PLAN (THE "API PLAN" AS NOTED ON SCHEDULE J PART III)PAYMENTS MADE IN MARCH 2023 TO ISO NEW ENGLAND INC. OFFICERS ISO NEW ENGLAND INC RETIREE MEDICAL DENTAL AND LIFE TRUST ONE SULLIVAN ROAD HOLYOKE MA 01040 137379593 RETIREE INSURANCE MA 501(C)(9) N/A N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 ISO NEW ENGLAND INC RETIREE MEDICAL DENTAL AND LIFE TRUST R 364000 CASH TRANSACTIONS