2021-07-29T16:25:04-07:00 2020-12-31 990 2020-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 01040 Robert Ludlow VP, Chief Fin'l and Compl Officer 4135354000 2021-08-16 1 11 1 AAL2 2020 2022-09-23 18:48:47Z Gordon van Welie CEO One Sullivan Road Holyoke MA 01040 195643356 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 9 640 0 0 0 0 0 193505976 195482035 760804 161321 0 0 194266780 195643356 12266 18267 0 0 115472954 116945681 0 0 0 78781560 78679408 194266780 195643356 0 0 566816092 546417316 566816092 546417316 0 0 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 84529483 0 94570351 Reference Line 4a: 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 and safe 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 14.8 million residents by designing, refining, and administering the region's wholesale electricity markets and making sure these markets are fair and competitive. During 2020, ISO-NE was responsible for the fair administration of over $5.72 billion dollars of market transactions. 54919694 18267 61462659 Reference Line 4b: 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 region's 350 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 region has the power system resources necessary to meet consumer demand for electricity and federally-mandated reliability requirements; (iv) coordinating how transmission lines, power plants (such as coal, oil, nuclear, and natural gas-fired), 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 2020, ISO-NE coordinated the generation and transmission of the 116,864 gigawatt-hours of power consumed in the region. 35342973 0 39552347 Reference Line 4c: Scheduling Service - 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 and 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, which changes every time someone flips a switch. If too little electricity is produced, lights may not come on. Too much electricity could damage the system. 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, terrorism, or other triggers. 0 0 0 174792150 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 1 101 0 1 640 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 010402841 Gordon van Welie President, and Chief Executive Officer 45 0 X X 1702402 0 783429 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 45 0 X 1222284 0 805637 Jamshid A Afnan V.P. Info. & Cyber Security Svc. 45 0 X 562612 0 576283 Janice S Dickstein V.P. Human Resources 45 0 X 660456 0 457905 Robert C Ludlow V.P. Chief Financial & Compliance Officer 45 0 X 688429 0 401232 Peter T Brandien V.P. System Operations & Market Administration 45 0 X 636122 0 393002 Carissa P Sedlacek Director, Planning Services 43 0 X 699845 0 271474 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 45 0 X 516803 0 392830 Robert G Ethier V.P. System Planning 46 0 X 517076 0 391112 Mark G Karl V.P. Market Development & Settlements 45 0 X 464160 0 417466 Anne C George V.P. External Affairs & Corp. Communications 45 0 X 509674 0 300185 John R Norden Director, Operations 51 0 X 324426 0 472957 Shannon L Carey Director, Market Analysis & Settlements 41 0 X 321352 0 366032 Matthew W White Chief Economist 53 0 X 417935 0 265378 Dennis G Robinson Director, Market & Resource Administration 42 0 X 268022 0 408794 Michael I Henderson Director, Regional Planning & Coord. 41 0 X 338877 0 328691 M David Hameedy Director, Program Management Office 41 0 X 319220 0 340669 Matthew F Goldberg Director, Reliability & Operations Compliance 41 0 X 326171 0 311759 Rudolf A Pawul Director, IT Development & Power System Support 41 0 X 281106 0 297424 Henry Y Yoshimura Director, Demand Resource Strategy 48 0 X 272084 0 305098 Michael N Taniwha IT Director, Infrastructure & Enterprise Support 41 0 X 271663 0 288373 Jeffrey D McDonald V.P. Market Monitoring 45 0 X 421462 0 136450 Raymond M Curry Director, Internal Audit 54 0 X 281305 0 230057 Brent Oberlin Director, Transmission Planning 48 0 X 276790 0 217405 Allison H DiGrande Director, Participant Relations & Services 44 0 X 269989 0 216990 Alan F McBride Director, Transmission Services & Resource Qualification 47 0 X 270106 0 190307 Eugene Litvinov Chief Technologist 41 0 X 421452 0 -92183 Timothy J Helwick Assistant General Counsel - Market Monitoring 41 0 X 274716 0 39980 Lorraine M Brady Corporate Administrator & Assistant Secretary 41 0 X 109552 0 133298 Philip N Shapiro Director 11 0 X 150250 0 0 Kathleen Q Abernathy Chair, Board of Directors 9 0 X 141750 0 0 Barney S Rush Director 10 0 X 139500 0 0 Michael J Curran Director 9 0 X 131500 0 0 Vickie A VanZandt Director 9 0 X 129000 0 0 Cheryl LaFleur Director 9 0 X 125000 0 0 Roberto R Denis Director 7 0 X 118500 0 0 Brook M Colangelo Director 7 0 X 117000 0 0 Christopher L Wilson Director 10 0 X 79000 0 0 Mark Vannoy Director 9 0 X 52500 0 0 14830091 0 9648034 473 0 1 0 Grid Solutions (US) LLC dba GE Renewables Grid LLC 19015 North Creek Parkway Suite 300 Bothell WA 98011 Energy Management System Developer 6815399 RLC Engineering LLC 267 Whitten Road Hallowell ME 04347 Engineering Services 2471456 Siemens Industry Inc 100 Technology Drive Alpharetta GA 30005 Power System Consulting 2290460 Mitsubishi Electric Power Products Inc 530 Keystone Drive Warrendale PA 15086 Power System Consulting 1643835 American CyberSystems Inc 2400 Meadowbrook Parkway Duluth GA 30096 IT consulting and services 1479122 61 0 Energy Administration Services 221000 94516882 94516882 0 0 Reliability Administration Services 221000 61435072 61435072 0 0 Scheduling System Control & Dispatch 221000 39530081 39530081 0 0 0 0 0 0 195482035 161321 103322 0 57999 0 0 0 0 0 0 0 0 0 0 0 0 0 195643356 195585357 0 57999 18267 18267 0 0 0 0 0 0 16862999 11559557 5303442 0 0 0 0 0 73691484 65489622 8201862 0 12503078 11111485 1391593 0 8468181 7524004 944177 0 5419939 4816700 603239 0 0 0 0 0 2480760 2272780 207980 0 589204 394904 194300 0 0 0 0 0 0 0 118575 105377 13198 0 14935080 13541660 1393420 0 0 0 0 0 2106243 1777085 329158 0 16796939 15658678 1138261 0 0 0 0 0 5653642 5153427 500215 0 366624 293383 73241 0 0 0 0 0 334896 299169 35727 0 1716424 1716424 0 0 0 0 0 0 24849095 24719331 129764 0 278273 190756 87517 0 North American Electric Reliability Corp 6132268 6132268 0 0 Dues and Subscriptions 1443686 1200295 243391 0 Loss on Fixed Asset Disposal 424562 406868 17694 0 Northeast Power Coordinating Council Dues 212027 212027 0 0 241110 198083 43027 0 195643356 174792150 20851206 0 6658 6421 126124412 66188107 0 0 29925663 31105955 0 0 0 0 0 0 0 0 92253060 117354115 448523889 349591153 97568370 98932736 0 0 0 0 0 0 0 0 220937929 232829982 566816092 546417316 33053383 33921467 0 0 27429746 29018107 49219274 46055718 328662358 279397410 0 0 0 0 49964566 49974497 78486765 108050117 566816092 546417316 X 0 0 0 0 0 0 0 0 566816092 546417316 0 0 0 0 0 0 X 0 1 X 1 0 X 0 0 0 0 0 0 181568188 184373928 192779779 193969455 195585357 948276707 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 181568188 184373928 192779779 193969455 195585357 948276707 0 0 0 0 0 0 84126343 86641660 89571599 95503479 100011426 455854507 84126343 86641660 89571599 95503479 100011426 455854507 492422200 11194 38975 268155 297971 57999 674294 0 0 0 0 0 0 11194 38975 268155 297971 57999 674294 0 0 0 0 0 0 0 0 0 0 0 0 181579382 184412903 193047934 194267426 195643356 948951001 0.51891 0.53386 0.00071 0.00068 X 0 0 0 195643356 195643356 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 0 0 0 0 0 250000 250000 250000 250000 1000000 1500000 0 0 0 0 0 0 1 X 0 0 0 0 67042266 31383079 35659187 0 0 0 0 0 45770580 38703992 7066588 0 335711043 279504082 56206961 98932736 Security Deposits - Financial Assurance, held on behalf of Market Participants 209184065 Restricted Cash on Deposit (Forfeited FCM funds), held on behalf of Market Participants 11555318 Restricted Congestion Revenue Fund, held on behalf of Market Participants 7878525 Right of Use Asset, Operating Leases 1514583 System Impact Study Deposits 1442693 Market Participant Settlement Funds 1050274 Restricted Cash on Deposit (Cluster Interconnection Studies), held on behalf of Market Participants 204197 Fair Market Value of Interest Rate Cap for Tax Exempt Debt 327 232829982 0 Pension Benefit Liability 106535034 Lease Liability Operating 1514583 Activities Reserve Liabilities 500 108050117 X 195643356 0 0 0 0 0 195643356 0 0 0 195643356 195643356 0 0 0 0 0 195643356 0 0 0 195643356 Schedule D, Part IV, Line 2b The $279,397,410 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. Schedule D, 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 $150,956 and the Backup Control Center includes land purchase of $982,581, and amortization of $265,297 for a book value of $717,284. Schedule D, 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. 1 University of Massachusetts Amherst 130 Natural Resources Road Amherst MA 01003 043167352 Commonwealth of Mass 6900 0 Support for the College of Engineering Career Center Corporate Partnership Program in the amount of $5,000, and support a High Tech Scholarship Award of $1,900 for the Academic Year 2020/2021. University of Connecticut 438 Whitney Road Unit 1133 Storrs CT 062693187 060772160 501(c)(3) 6000 0 University School of Engineering - support for Senior Design Project - Generator Moderator Analysis for the 2019/2020 Academic Year. IEEE Foundation Inc 445 Hoes Lane Piscataway NJ 088551331 131656633 501(c)(3) 5367 0 Support of the Region 1 recipients for the IEEE PES Scholarship Plus Initiative Fund. 3 0 Schedule I, Part I, Line 2 In 2020 ISO New England Inc. made a total of four grants to 501(c) and government organizations. These consisted of three grants to an educational institution and one non-profit educational and service organization. X X 1 1 X X X X X 1 0 0 0 0 0 0 1 0 Gordon van Welie President, and Chief Executive Officer 831762 0 864402 0 6238 0 760823 0 22864 0 2486089 0 407323 0 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 595908 0 623238 0 3138 0 783450 0 22325 0 2028059 0 292219 0 Jamshid A Afnan V.P. Info. & Cyber Security Svc. 330441 0 226728 0 5443 0 558091 0 18954 0 1139657 0 155254 0 Janice S Dickstein V.P. Human Resources 361235 0 294210 0 5010 0 440347 0 19832 0 1120634 0 194908 0 Robert C Ludlow V.P. Chief Financial & Compliance Officer 453820 0 230020 0 4590 0 377871 0 23758 0 1090059 0 113002 0 Peter T Brandien V.P. System Operations & Market Administration 409588 0 219972 0 6563 0 377563 0 17376 0 1031062 0 107847 0 Carissa P Sedlacek Director, Planning Services 201263 0 33642 0 464940 0 244073 0 28407 0 972325 0 0 0 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 372442 0 141796 0 2565 0 392830 0 138 0 909771 0 57738 0 Robert G Ethier V.P. System Planning 350806 0 163997 0 2273 0 366637 0 24613 0 908326 0 24475 0 Mark G Karl V.P. Market Development & Settlements 319362 0 137835 0 6964 0 399579 0 18282 0 882022 0 69016 0 Anne C George V.P. External Affairs & Corp. Communications 330344 0 178585 0 745 0 275474 0 26240 0 811388 0 87231 0 John R Norden Director, Operations 268464 0 51661 0 4301 0 448256 0 24959 0 797641 0 0 0 Shannon L Carey Director, Market Analysis & Settlements 231673 0 89135 0 543 0 341793 0 25357 0 688501 0 49560 0 Matthew W White Chief Economist 289193 0 126725 0 2017 0 237444 0 28072 0 683451 0 64756 0 Dennis G Robinson Director, Market & Resource Administration 225288 0 41176 0 1558 0 382322 0 26610 0 676954 0 0 0 Michael I Henderson Director, Regional Planning & Coord. 87871 0 54440 0 196567 0 322076 0 7647 0 668601 0 0 0 M David Hameedy Director, Program Management Office 263694 0 48475 0 7050 0 311297 0 29768 0 660284 0 0 0 Matthew F Goldberg Director, Reliability & Operations Compliance 236732 0 89440 0 0 0 286942 0 30935 0 644049 0 45615 0 Rudolf A Pawul Director, IT Development & Power System Support 238914 0 41863 0 329 0 272343 0 26181 0 579630 0 0 0 Henry Y Yoshimura Director, Demand Resource Strategy 227587 0 39678 0 4819 0 282771 0 22723 0 577578 0 0 0 Michael N Taniwha IT Director, Infrastructure & Enterprise Support 229373 0 41370 0 919 0 266046 0 23573 0 561281 0 0 0 Jeffrey D McDonald V.P. Market Monitoring 283019 0 136471 0 1972 0 109749 0 26839 0 558050 0 65531 0 Raymond M Curry Director, Internal Audit 219581 0 49501 0 12223 0 214921 0 16372 0 512598 0 0 0 Brent Oberlin Director, Transmission Planning 230530 0 44774 0 1486 0 189494 0 28049 0 494333 0 0 0 Allison H DiGrande Director, Participant Relations & Services 224941 0 43773 0 1275 0 189539 0 27541 0 487069 0 0 0 Alan F McBride Director, Transmission Services & Resource Qualification 225048 0 43773 0 1285 0 161936 0 28460 0 460502 0 0 0 Eugene Litvinov Chief Technologist 221340 0 107371 0 92742 0 -106652 0 15704 0 330505 0 0 0 Timothy J Helwick Assistant General Counsel - Market Monitoring 234793 0 37430 0 2493 0 30343 0 9895 0 314954 0 0 0 Lorraine M Brady Corporate Administrator & Assistant Secretary 102297 0 6317 0 937 0 116427 0 17698 0 243676 0 0 0 Philip N Shapiro Director 150250 0 0 0 0 0 0 0 0 0 150250 0 0 0 Schedule J, Part I, Line 1a During 2020, one of the Corporation's Five Highest Compensated Employees (that was not also a current officer, director, trustee, or key employee) received a personal services benefit and a related tax indemnification and gross up benefit. The benefits were approved by the Board of Directors. The value of the benefits received during 2020 were included on the employee's IRS Form W-2 for 2020 as taxable compensation. In addition, during 2020 ISO New England paid one Key Employee, and one Five Highest Compensated Employee a total of $885 for wellness program rewards. These two employees were also compensated a total of $260 for tax gross-up of the wellness program rewards. The wellness program rewards and related tax gross-up payments are available to all ISO New England employees who register for and successfully complete offered wellness programs. Schedule J, Part I, Line 4 Michael Henderson received a severance payment in the amount of $194,190. Schedule J, 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 "LTI 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. The LTI Plan awards are available to officers and certain other employees 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 LTI 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, LTI 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 LTI 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 0 0 45500000 0 0 0 0 0 146955 45353045 0 0 2007 0 0 1 1 B 0 0 36000000 0 0 0 386499 0 222060 34041441 1350000 0 2014 0 0 1 1 A 0 0 1 1 0 0 0 0 0 0 1 B 0 0 0 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 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 Key Employee 561804 Compensation of GRT, Inc. 0 Ralph Slate Family member of Officer 176507 Compensation of employee at ISO New England 0 Catherine Simonelli Family member of former Key Employee 143688 Compensation of Employee at ISO New England 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, Key Employee. Victor Litvinov is an officer of GRT Inc. The amount in column (c) represents payments made to GRT Inc. for 2020. 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 Principal Data Architect. The amount in column (c) represents payments made to Ralph Slate for 2020. 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 2020. 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 Members of the Board of Directors are elected by the current voting directors of the Board in their capacity as members of ISO New England Inc. 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 members 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 & Accounting, and then by ISO New England's external tax counsel, 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 members of the Board of Directors (the "Board") and/or of the Compensation and Human Resources Committee of the Board (the "Committee") who 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; salary and other compensation surveys conducted by independent human resources and compensation consulting firms; reports and findings prepared by an independent human resources and compensation consulting firm 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). 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 2020, 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 B, 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, Section B, 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 Director, Finance & 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 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. 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 495000 cash transactions