2022-08-22T08:15:23-07:00 2021-12-31 990 2021-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 01040 Robert Ludlow VP, Chief Fin'l and Compl Officer 4135354000 2022-08-23 1 11 0 AAL2 2021 2022-09-23 18:48:47Z Gordon van Welie CEO One Sullivan Road Holyoke MA 01040 201685559 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. 10 10 671 0 0 0 0 0 195482035 201521263 161321 164296 0 0 195643356 201685559 18267 19800 0 0 116945681 120937940 0 0 0 78679408 80727819 195643356 201685559 0 0 546417316 660644997 546417316 660644997 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 86116987 0 96405979 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 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 in a fair and unbiased manner the region's wholesale electricity markets. During 2021, ISO-NE was responsible for the fair administration of over $8.39 billion of market transactions. 56108433 19800 62807072 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 operation of 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 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 2021, ISO-NE coordinated the generation and transmission of the 118,664 gigawatt-hours of power consumed in the region. 37897959 0 42421606 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 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. 0 0 0 180123379 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 93 0 1 671 1 0 0 0 0 0 0 0 0 0 0 1 0 X 10 10 0 0 1 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 1764631 0 648909 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 45 0 X 1335964 0 614419 Robert C Ludlow V.P. Chief Financial & Compliance Officer 45 0 X 695089 0 247995 Peter T Brandien V.P. System Operations & Market Administration 45 0 X 644487 0 231451 Janice S Dickstein V.P. Human Resources 45 0 X 571507 0 182510 Matthew W White Chief Economist 47 0 X 540273 0 201565 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 45 0 X 572324 0 157583 Mark G Karl V.P. Market Development & Settlements 45 0 X 530012 0 195483 Robert G Ethier V.P. System Planning 45 0 X 536472 0 146970 Anne C George V.P. External Affairs & Corp. Communications 45 0 X 505377 0 164738 Carissa P Sedlacek Director, Planning Services 45 0 X 516919 0 11249 Jeffrey D McDonald V.P. Market Monitoring 45 0 X 439854 0 61284 M David Hameedy Director, Program Management Office 40 0 X 317716 0 126278 Rudolf A Pawul V.P. Information and Cyber Security Services 45 0 X 334152 0 75869 Matthew F Goldberg Director, Strategy, Risk and Operations Compliance 41 0 X 344554 0 51631 Shannon L Carey Director, Market Analysis & Settlements 40 0 X 308324 0 85878 John R Norden Director, Operations 47 0 X 322162 0 56530 Jamshid A Afnan V.P. Information & Cyber Security Services 45 0 X 317302 0 61174 Tongxin Zheng Director, Advanced Technology Solutions 43 0 X 303423 0 73507 Dennis G Robinson Director, Market & Resource Administration 41 0 X 267993 0 104563 Michael N Taniwha IT Director, Infrastructure & Enterprise Support 40 0 X 269836 0 92745 Raymond M Curry Director, Internal Audit 56 0 X 290418 0 68814 Albert Evans Director, Cyber Security and Compliance 41 0 X 326586 0 29614 Alan F McBride Director, Transmission Services & Resource Qualification 44 0 X 271150 0 81398 Kerim May Chief Counsel, Capacity Market 47 0 X 347564 0 212 Brent Oberlin Director, Transmission Planning 48 0 X 277642 0 67151 Timothy J Helwick Assistant General Counsel - Market Monitoring 40 0 X 275905 0 38510 Cheryl LaFleur Chair, Board of Directors 10 0 X 175000 0 0 Barney S Rush Director 11 0 X 173250 0 0 Brook M Colangelo Director 10 0 X 171500 0 0 Lorraine M Brady Sr. Corporate Administrator & Assistant Secretary 40 0 X 106479 0 57667 Mark Vannoy Director 9 0 X 160000 0 0 Michael J Curran Director 9 0 X 159250 0 0 Roberto R Denis Director 9 0 X 159000 0 0 Vickie A VanZandt Director 8.00 0 X 147750 0 0 Philip N Shapiro Director 11 0 X 115000 0 0 Kathleen Q Abernathy Chair, Board of Directors 10 0 X 113750 0 0 Catherine Flax Director 6 0 X 53000 0 0 Steven B Corneli Director 6 0 X 50000 0 0 Caren Anders Director 3 0 X 41500 0 0 14853115 0 3935697 454 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 7837856 RLC Engineering LLC 267 Whitten Road Hallowell ME 04347 Engineering Services 3055643 Mitsubishi Electric Power Products Inc 530 Keystone Drive Warrendale PA 15086 Power System Consulting 2591790 Siemens Industry Inc 100 Technology Drive Alpharetta GA 30005 Power System Consulting 1724621 Analysis Group Inc 111 Huntington Ave 10th Floor Boston MA 02199 Economic & Fin'l Consulting 1717487 69 0 0 0 0 0 0 0 0 Energy Administration Services 221000 96347297 96347297 0 0 Reliability Administration Services 221000 62776796 62776796 0 0 Scheduling System Control & Dispatch 221000 42397170 42397170 0 0 0 0 0 0 201521263 163971 113394 0 50577 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 325 0 0 0 325 325 0 0 325 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 201685559 201634657 0 50902 19800 19800 0 0 0 0 0 0 16806965 11277943 5529022 0 0 0 0 0 76810429 68299834 8510595 0 13192116 11730430 1461686 0 8527664 7568592 959072 0 5600766 4980201 620565 0 0 0 0 0 1114234 738151 376083 0 614536 443236 171300 0 0 0 0 0 0 0 144474 128466 16008 0 17624688 16331563 1293125 0 0 0 0 0 2160981 1840775 320206 0 17504167 16362107 1142060 0 0 0 0 0 5122978 4670149 452829 0 187346 163084 24262 0 0 0 0 0 361880 313794 48086 0 1659331 1658355 976 0 0 0 0 0 26221351 26020793 200558 0 314455 211008 103447 0 North American Electric Reliability Corp 5917620 5917620 0 0 Dues and Subscriptions 1414284 1113991 300293 0 Northeast Power Coordinating Council Dues 129052 129052 0 0 Recruitment Expenses 90206 80211 9995 0 146236 124224 22012 0 201685559 180123379 21562180 0 6421 4413 66188107 160672315 0 0 31105955 34448111 0 0 0 0 0 0 0 0 117354115 85375464 469364532 369153835 98932736 100210697 0 0 0 0 0 0 0 0 232829982 279933997 546417316 660644997 33921467 35076289 0 0 29018107 47728524 46055718 42890517 279397410 409467838 0 0 0 0 49974497 49984430 108050117 75497399 546417316 660644997 X 0 0 0 0 0 0 0 0 546417316 660644997 0 0 0 0 0 0 X 0 1 X 1 0 X 0 0 0 0 0 0 184373928 192779779 193969455 195585357 201634657 968343176 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 184373928 192779779 193969455 195585357 201634657 968343176 0 0 0 0 0 0 86641660 89571599 95503479 100011426 98226088 469954252 86641660 89571599 95503479 100011426 98226088 469954252 498388924 38975 268155 297971 57999 50902 714002 0 0 0 0 0 0 38975 268155 297971 57999 50902 714002 0 0 0 0 0 0 0 0 0 0 0 0 184412903 193047934 194267426 195643356 201685559 969057178 0.51430 0.51891 0.00074 0.00071 X 0 0 0 201685559 201685559 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 67319733 33825440 33494293 0 0 0 0 0 48747900 40101858 8646042 0 353296899 295226537 58070362 100210697 Security Deposits - Financial Assurance, held on behalf of Market Participants 244959964 Restricted Cash on Deposit (Cluster funds), held on behalf of Market Particpants 13625314 Restricted Congestion Revenue Fund, held on behalf of Market Participants 10939742 Restricted Cash on Deposit (Forfeited FCM funds), held on behalf of Market Participants 6287817 System Impact Study Deposits 1609750 Market Participant Settlement Funds 1274655 Right of Use Asset, Operating Leases 1236016 Fair Market Value of Interest Rate Cap for Tax Exempt Debt 739 279933997 0 Pension Benefit Liability 74260773 Lease Liability Operating 1236016 Activities Reserve Liabilities 610 75497399 X 201685234 0 0 0 0 0 201685234 0 325 325 201685559 201685234 0 0 0 0 0 201685234 0 325 325 201685559 Schedule D, Part IV, Line 2b The $409,467,838 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 $150,596 and the Backup Control Center includes land purchase of $982,581, and amortization of $304,600 for a book value of $677,981. 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. Schedule D, Part XI, Line 4b ISO New England received proceeds from the sale of one iPad to a current Officer of ISO New England ($325). The book value of the iPad at the time of sale was $0, resulting in a net proceeds of $325. Schedule D, Part XII, Line 4b ISO New England received proceeds from the sale of one iPad to a current Officer of ISO New England ($325). The book value of the iPad at the time of sale was $0, resulting in a net proceeds of $325. 1 University of Massachusetts Amherst 130 Natural Resources Road Amherst MA 01003 043167352 Commonwealth of Mass 13800 0 Support for the College of Engineering Career Center Corporate Partnership Program in the amount of $10,000, and $3,800 for support of three High Tech Scholarship Awards for the Academic Year 2021/2022. IEEE Foundation Inc 445 Hoes Lane Piscataway NJ 088551331 131656633 501(c)(3) 6000 0 Support of the Region 1 recipients for the IEEE PES Scholarship Plus Initiative Fund. 2 0 Schedule I, Part I, Line 2 in 2021 ISO New England Inc. made a total of five grants to 501(c) and government organizations. These consisted of 4 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 835805 0 922566 0 6260 0 624629 0 24539 0 2413799 0 435605 0 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 593526 0 740790 0 1648 0 589830 0 26268 0 1952062 0 313995 0 Robert C Ludlow V.P. Chief Financial & Compliance Officer 448319 0 242011 0 4759 0 221906 0 26485 0 943480 0 115243 0 Peter T Brandien V.P. System Operations & Market Administration 407755 0 230134 0 6598 0 214970 0 18418 0 877875 0 115706 0 Janice S Dickstein V.P. Human Resources 357505 0 211156 0 2846 0 163279 0 21530 0 756316 0 105691 0 Matthew W White Chief Economist 285524 0 252638 0 2111 0 171291 0 30413 0 741977 0 69109 0 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 380515 0 189166 0 2643 0 157583 0 138 0 730045 0 83830 0 Mark G Karl V.P. Market Development & Settlements 324054 0 198649 0 7309 0 175951 0 19928 0 725891 0 124013 0 Robert G Ethier V.P. System Planning 346696 0 187416 0 2360 0 120128 0 26979 0 683579 0 93222 0 Anne C George V.P. External Affairs & Corp. Communications 325355 0 179235 0 787 0 136662 0 29645 0 671684 0 90373 0 Carissa P Sedlacek Director, Planning Services 178071 0 71692 0 267156 0 -14249 0 26515 0 529185 0 0 0 Jeffrey D McDonald V.P. Market Monitoring 290447 0 147270 0 2137 0 31900 0 29522 0 501276 0 70539 0 M David Hameedy Director, Program Management Office 260143 0 50183 0 7390 0 94506 0 32168 0 444390 0 0 0 Rudolf A Pawul V.P. Information and Cyber Security Services 290137 0 43560 0 455 0 46994 0 30260 0 411406 0 0 0 Matthew F Goldberg Director, Strategy, Risk and Operations Compliance 235861 0 108693 0 0 0 24342 0 33446 0 402342 0 60459 0 Shannon L Carey Director, Market Analysis & Settlements 225521 0 82231 0 572 0 57992 0 29028 0 395344 0 41262 0 John R Norden Director, Operations 264933 0 52738 0 4491 0 35152 0 21637 0 378951 0 0 0 Jamshid A Afnan V.P. Information & Cyber Security Services 141554 0 174862 0 886 0 56783 0 5153 0 379238 0 0 0 Tongxin Zheng Director, Advanced Technology Solutions 215708 0 86253 0 1461 0 43332 0 30313 0 377067 0 0 0 Dennis G Robinson Director, Market & Resource Administration 221458 0 44914 0 1621 0 74988 0 29713 0 372694 0 0 0 Michael N Taniwha IT Director, Infrastructure & Enterprise Support 226585 0 42278 0 973 0 68765 0 25256 0 363857 0 0 0 Raymond M Curry Director, Internal Audit 191987 0 91260 0 7171 0 56551 0 13500 0 360469 0 0 0 Albert Evans Director, Cyber Security and Compliance 270409 0 55000 0 1177 0 29457 0 415 0 356458 0 0 0 Alan F McBride Director, Transmission Services & Resource Qualification 223642 0 45985 0 1523 0 50625 0 30910 0 352685 0 0 0 Kerim May Chief Counsel, Capacity Market 142943 0 37348 0 167272 0 -15789 0 16139 0 347913 0 0 0 Brent Oberlin Director, Transmission Planning 227557 0 48538 0 1547 0 36876 0 30413 0 344931 0 0 0 Timothy J Helwick Assistant General Counsel - Market Monitoring 233554 0 39600 0 2751 0 30262 0 9652 0 315819 0 0 0 Cheryl LaFleur Chair, Board of Directors 175000 0 0 0 0 0 0 0 0 0 175000 0 0 0 Barney S Rush Director 173250 0 0 0 0 0 0 0 0 0 173250 0 0 0 Brook M Colangelo Director 171500 0 0 0 0 0 0 0 0 0 171500 0 0 0 Lorraine M Brady Corporate Administrator & Assistant Secretary 98631 0 6862 0 987 0 38957 0 19547 0 164984 0 0 0 Mark Vannoy Director 160000 0 0 0 0 0 0 0 0 0 160000 0 0 0 Michael J Curran Director 159250 0 0 0 0 0 0 0 0 0 159250 0 0 0 Roberto R Denis Director 159000 0 0 0 0 0 0 0 0 0 159000 0 0 0 Schedule J, Part I, Line 1a During 2021, one of the Corporation's Five Highest Paid 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 2021 were included on the employee's IRS Form W-2 for 2021 as taxable compensation. Schedule J, Part I, Line 4 Kerim May received severance payment in the amount of $166,222.76 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 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. 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 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 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 483018 Compensation of GRT, Inc. 0 Ralph Slate Family member of Officer 176082 Compensation of Employee at ISO New England 0 Catherine Simonelli Family member of former Key Employee 141394 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, former Key Employee. Victor Litvinov is an officer of GRT Inc. The amount in column (c) represents payments made to GRT Inc. for 2021. 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 2021. 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 2021. Form 990, Part VI, Section A, Line 4 Section 5.1 of the bylaws was updated to reflect that a new standing Committee was formed: Information Technology and Cyber Security Committee. Sections 7(b) and (e) (along with other conforming changes) of the charter were amended 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. And to provide that directors can elect a director for a term of more than three years or for a partial term of less than three years to ensure continuity on the Board (subject to restrictions in the Bylaws or the Participants Agreement). Form 990, Part VI, Section A, Line 6 ISO New England Inc. is governed by an eleven person Board of Directors. Ten of the individuals on the Board of Directors are independent voting directors, and the President and Chief Executive Officer of ISO New England Inc. is a non-voting director. The ten independent voting directors are members of ISO New England Inc. The President and Chief Executive Officer is not a member of ISO New England Inc. The Board of Directors acting in their capacity as members elect the directors of the Board of Directors. In September 2021, the company's articles of incorporation were amended to temporarily expand the number of directors from ten (10) to eleven (11) to allow the company the opportunity to nominate three highly qualified candidates to replace two directors who retired September 30, 2021 and replacement of a retiring director in 2022. The number of directors will revert to ten (10) individuals on October 1, 2022. 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 market 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 ten current voting directors of the Board of Directors. 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, 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 2021, 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 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 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 295050 cash transactions