Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | 192,779,779 | 193,969,455 | 195,585,357 | 201,634,657 | 210,614,772 | 994,584,020 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | 192,779,779 | 193,969,455 | 195,585,357 | 201,634,657 | 210,614,772 | 994,584,020 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 89,571,599 | 95,503,479 | 100,011,426 | 98,226,088 | 105,037,327 | 488,349,919 |
| c | Add lines 7a and 7b.. | 89,571,599 | 95,503,479 | 100,011,426 | 98,226,088 | 105,037,327 | 488,349,919 |
| 8 | Public support. (Subtract line 7c from line 6.) | 506,234,101 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 192,779,779 | 193,969,455 | 195,585,357 | 201,634,657 | 210,614,772 | 994,584,020 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 268,155 | 297,971 | 57,999 | 50,902 | 197,151 | 872,178 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 268,155 | 297,971 | 57,999 | 50,902 | 197,151 | 872,178 |
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 193,047,934 | 194,267,426 | 195,643,356 | 201,685,559 | 210,811,923 | 995,456,198 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
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2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| 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. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| 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 |
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| Software Version: |