2019-08-08T14:31:10-07:00 2018-12-31 990 2018-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 01040 Robert Ludlow VP, Chief Fin'l and Compl Officer 4135354000 2019-08-20 108.171.130.165 2018 2019-02-21 02:37:17Z Gordon van Welie CEO One Sullivan Road Holyoke MA 01040 193047934 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 9 673 0 0 52736 0 0 184325353 192378915 87550 669019 0 0 184412903 193047934 14134 14167 0 0 108038295 113359594 0 0 0 76365474 79674173 184417903 193047934 -5000 0 474577474 547211218 474577474 547211218 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 79087997 0 92019291 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 2018, ISO-NE was responsible for the fair administration of over $9.6 billion dollars of market transactions. 50405549 14134 58637478 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 2018, ISO-NE coordinated the generation and transmission of the 123,307 gigawatt-hours of power consumed in the region. 36205168 0 42123010 Reference Line 4c: Scheduling Service - Through its third activity, Scheduling Services, ISO-NE forecasts and schedules the exact amount of electricity needed in the region for every second of every day and ensures there is enough electricity generated to meet demand and 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 165698714 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 95 0 1 673 1 1 1 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 Vickie A VanZandt Director 6 0 X 107000 0 0 Roberta S Brown Director 7 0 X 98250 0 0 Barney S Rush Director 8 0 X 115250 0 0 Christopher L Wilson Director 6 0 X 103750 0 0 Roberto R Denis Director 7 0 X 116000 0 0 Philip N Shapiro Chair, Board of Directors 8 0 X 129500 0 0 Raymond D Hill Director 7 0 X 115250 0 0 Brook Colangelo Director 5 0 X 98000 0 0 Kathleen Q Abernathy Director 6 0 X 110750 0 0 Gordon van Welie President, and Chief Executive Officer 45 0 X X 1539504 0 455394 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 45 0 X 1102598 0 329106 Robert C Ludlow V.P. Chief Financial & Compliance Officer 45 0 X 631874 0 170890 Raymond W Hepper V.P. Gen'l Counsel and Corp. Sec. 45 0 X 877530 0 68375 Janice S Dickstein V.P. Human Resources 45 0 X 576130 0 155248 Peter T Brandien V.P. System Operations 45 0 X 563121 0 163024 Stephen J Rourke V.P. System Planning 49 0 X 500893 0 131312 Jamshid A Afnan V.P. Info. & Cyber Security Svc. 45 0 X 488339 0 80635 Robert G Ethier V.P. Market Operations 45 0 X 472084 0 110643 Anne C George V.P. External Affairs & Corp. Communications 45 0 X 451129 0 125876 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 45 0 X 379337 0 86977 Lorraine M Brady Corporate Administrator & Assistant Secretary 40 0 X 98329 0 27036 Jeffrey McDonald V.P. Market Monitoring 45 0 X 383690 0 124156 Mark G Karl V.P. Market Development 45 0 X 408464 0 119347 Michael I Henderson Director, Regional Planning & Coord. 42 0 X 346899 0 105201 Eugene Litvinov Chief Technologist 40 0 X 336981 0 -8969 David M Hameedy Director, Program Management Office 40 0 X 297659 0 51658 Matthew F Goldberg Director, Reliability & Operations Compliance 41 0 X 311355 0 81430 John M Simonelli Director, Operations Support Services 42 0 X 311502 0 10823 Michael N Taniwha IT Director, Development & Power Sys Support 40 0 X 253882 0 38304 Shannon L Carey Director, Market Analysis & Settlements 40 0 X 290124 0 65818 John R Norden Director, Operations 48 0 X 292675 0 50117 Brent Oberlin Director, Transmission Planning 46 0 X 254426 0 37844 Matthew W White Chief Economist 47 0 X 357811 0 114385 Dennis Robinson Director, Market & Resource Administration 41 0 X 245867 0 41240 Rudolf Pawul Director, IT Infrastructure & Enterprise Support 40 0 X 247307 0 25638 Raymond M Curry Director, Internal Audit 55 0 X 249720 0 54105 Henry Y Yoshimura Director, Demand Resource Strategy 45 0 X 252950 0 52925 Theodore J Paradise Asst. Gen'l Counsel - Oper. & Planning 44 0 X 256798 0 13359 Michael Gilmore Senior Project Manager 40 0 X 249391 0 105989 Richard V Kowalski Technical Director 44 0 X 249319 0 35989 14271438 0 3023875 441 0 1 0 Grid Solutions (US) LLC dba Alstom Grid LLC 175 Addison Road Windsor CT 06095 Energy Management System Developer 6600584 RLC Engineering LLC 267 Whitten Road Hallowell ME 04347 Engineering Services 2599737 Peritus Inc 222 West Las Colinas Blvd Suite 745E Irving TX 75039 Software Consultants 1220438 JVT Advisors 35 New England Business Center Suite 210 Andover MA 01810 Software Consultants 1172684 Siemens Industry Inc 7000 Siemens Road Wendell NC 27591 Power System Consulting Services 1147034 46 0 Energy Administration Services 221000 91811844 91811844 0 0 Reliability Administrative Services 221000 58530447 58530447 0 0 Scheduling System Control & Dispatch 221000 42036624 42036624 0 0 0 0 0 0 192378915 669019 400864 0 268155 0 0 0 0 0 0 0 0 0 0 0 0 0 193047934 192779779 0 268155 14167 14167 0 0 0 0 0 0 16580062 9915616 6664446 0 0 0 0 0 68644355 57956429 10687926 0 12414438 10481510 1932928 0 10371084 8713210 1657874 0 5349655 4516714 832941 0 0 0 0 0 1754394 1540954 213440 0 562509 387316 175193 0 0 0 0 0 0 0 253227 213800 39427 0 12984148 11619283 1364865 0 0 0 0 0 2356561 1731076 625485 0 14558390 13324944 1233446 0 0 0 0 0 5996588 5295214 701374 0 1256041 897462 358579 0 0 0 0 0 551060 391279 159781 0 1596362 1596362 0 0 0 0 0 0 30192058 29883519 308539 0 266743 159524 107219 0 North American Electric Reliability Corp 5595779 5595779 0 0 Dues and Subscriptions 1254283 1016430 237853 0 Northeast Power Coordinating Council Dues 201627 201627 0 0 Loss on Fixed Asset Disposal 67297 67297 0 0 227106 179202 47904 193047934 165698714 27349220 0 3299 12122 90920492 48922803 0 0 31707969 30375780 0 0 0 0 0 0 0 0 72102162 66911402 408597236 310261778 103758690 98335458 0 0 0 0 0 0 0 0 176084862 302653653 474577474 547211218 31169332 32888767 0 0 31013283 35225013 55497825 52387331 241749690 315132897 0 0 0 0 50000000 49954634 65147344 61622576 474577474 547211218 X 0 0 0 0 0 0 0 0 474577474 547211218 0 0 0 0 0 0 X 0 1 X 1 0 X 0 0 0 0 0 0 163104680 174641715 181568188 184373928 192779779 896468290 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 163104680 174641715 181568188 184373928 192779779 896468290 0 0 0 0 0 0 68995772 76086228 84126343 86641660 89571599 405421602 68995772 76086228 84126343 86641660 89571599 405421602 491046688 33009 13938 11194 38975 268155 365271 0 0 0 0 0 0 33009 13938 11194 38975 268155 365271 0 0 0 0 0 0 0 0 0 0 0 0 163137689 174655653 181579382 184412903 193047934 896833561 0.54753 0.55347 0.00041 0.00013 X 0 0 0 193047934 193047934 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 66321148 26066324 40254824 0 0 0 0 0 40444891 33515716 6929175 0 301831197 250679738 51151459 98335458 Security Deposits - Financial Assurance, held on behalf of Market Participants 249734273 Restricted Cash on Deposit (Cluster Interconnection Studies), held on behalf of Market Participants 22702570 Restricted Congestion Revenue Fund, held on behalf of Market Participants 16773149 Restricted Cash on Deposit (Forfeited FCM Funds), held on behalf of Market Participants 11481693 Market Participant Settlement Funds 1087926 System Impact Study Deposits 846100 Fair Market Value of Interest Rate Cap for Tax Exempt Debt 27942 302653653 21000 Pension Benefit Liability 61601453 Activities Reserve Liabilities 123 61622576 X 193047934 0 0 0 0 0 193047934 0 0 0 193047934 193047934 0 0 0 0 0 193047934 0 0 0 193047934 Schedule D, Part IV, Line 2b Schedule D, Part IV, Line 2b - The $315,132,897 reported on Line 21, Part X of the Form 990 represents funds held by ISO New England Inc., 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-NE 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 $186,690 for a book value of $795,891. 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 authorities, as required by the Accounting for Uncertainty in 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 Commonweath of Mass 8800 0 Support for the College of Engineering Career & Student Development Center ($5,000), and support for two ISO-NE High Tech Scholarships ($3,800) for the Academic Year 2018-2019 in the College of Engineering. IEEE Foundation Inc 445 Hoes Lane Piscataway NJ 088551331 131656633 501(c)(3) 5367 0 Support for two Region1 recipients for the IEEE PES Scholarship Plus Initiative Fund. 2 0 Schedule I, Part I, Line 2 In 2018 ISO New England Inc. made a total of three grants to 501(c)(3) and government organizations. These consisted of two grants to an educational institution and one non-profit educational and service organization. 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 737040 0 796437 0 6027 0 435880 0 19772 0 1995156 0 380623 0 Vamsi K Chadalavada Executive V.P. and Chief Operating Officer 529860 0 570143 0 2595 0 305816 0 23429 0 1431843 0 271833 0 Robert C Ludlow V.P. Chief Financial & Compliance Officer 410971 0 217868 0 3035 0 146190 0 24957 0 803021 0 110314 0 Raymond W Hepper V.P. Gen'l Counsel and Corp. Sec. 327041 0 547201 0 3288 0 45073 0 23698 0 946301 0 178697 0 Janice S Dickstein V.P. Human Resources 329041 0 244875 0 2214 0 137479 0 19325 0 732934 0 152829 0 Peter T Brandien V.P. System Operations 357339 0 202486 0 3296 0 139188 0 25253 0 727562 0 101628 0 Stephen J Rourke V.P. System Planning 314831 0 178227 0 7835 0 130112 0 1597 0 632602 0 104272 0 Jamshid A Afnan V.P. Info. & Cyber Security Svc. 299517 0 184085 0 4737 0 63228 0 17802 0 569369 0 116802 0 Robert G Ethier V.P. Market Operations 317222 0 152951 0 1911 0 83358 0 27422 0 582864 0 76823 0 Anne C George V.P. External Affairs & Corp. Communications 299433 0 151007 0 689 0 101155 0 26020 0 578304 0 68003 0 Maria A Gulluni V.P. Gen'l Counsel and Corp. Sec. 276129 0 101425 0 1783 0 86779 0 286 0 466402 0 49517 0 Jeffrey McDonald V.P. Market Monitoring 260030 0 121829 0 1831 0 98900 0 25394 0 507984 0 60461 0 Mark G Karl V.P. Market Development 276972 0 125088 0 6404 0 102234 0 17509 0 528207 0 60456 0 Michael I Henderson Director, Regional Planning & Coord. 239257 0 103055 0 4587 0 82537 0 24112 0 453548 0 59379 0 Eugene Litvinov Chief Technologist 273882 0 57681 0 5418 0 -28312 0 20106 0 328775 0 0 0 David M Hameedy Director, Program Management Office 246030 0 47576 0 4053 0 26567 0 25349 0 349575 0 0 0 Matthew F Goldberg Director, Reliability & Operations Compliance 219319 0 92036 0 0 0 54438 0 28057 0 393850 0 53709 0 John M Simonelli Director, Operations Support Services 218973 0 86165 0 6364 0 -13806 0 25025 0 322721 0 0 0 Michael N Taniwha IT Director, Development & Power Sys Support 214487 0 38937 0 458 0 19595 0 19784 0 293261 0 0 0 Shannon L Carey Director, Market Analysis & Settlements 211469 0 78158 0 497 0 40644 0 26239 0 357007 0 36268 0 John R Norden Director, Operations 241146 0 47578 0 3951 0 25184 0 25191 0 343050 0 0 0 Brent Oberlin Director, Transmission Planning 211884 0 41305 0 1237 0 10010 0 27924 0 292360 0 0 0 Matthew W White Chief Economist 252184 0 103888 0 1739 0 89062 0 25461 0 472334 0 52949 0 Dennis Robinson Director, Market & Resource Administration 208359 0 36066 0 1441 0 16299 0 25079 0 287244 0 0 0 Rudolf Pawul Director, IT Infrastructure & Enterprise Support 206838 0 40184 0 286 0 1724 0 24908 0 273940 0 0 0 Raymond M Curry Director, Internal Audit 199001 0 43665 0 7054 0 37076 0 17791 0 304587 0 0 0 Henry Y Yoshimura Director, Demand Resource Strategy 212951 0 35460 0 4540 0 35006 0 18315 0 306272 0 0 0 Theodore J Paradise Asst. Gen'l Counsel - Oper. & Planning 196165 0 35537 0 25096 0 -12170 0 25590 0 270218 0 0 0 Michael Gilmore Senior Project Manager 187839 0 59611 0 1941 0 80222 0 26026 0 355639 0 0 0 Richard V Kowalski Technical Director 206975 0 40169 0 2175 0 9877 0 26508 0 285704 0 0 0 Schedule J, Part I, Line 1a During 2018 ISO New England paid a Key Employee for an employee recognition program award, and paid two Officers, one Key Employee and one Five Highest Compensated employee for wellness program rewards. The total compensation amounts to these five individuals, for the employee recognition and wellness programs, was $820 in addition to $345 for tax gross-up for these programs. The taxable wellness program rewards are available to all employees who register for and successfully complete company offered wellness programs. The taxable Employee Recognition Program is available to all employees with exception of the CEO, Executive/Senior Vice President, and Vice Presidents. The Employee Recognition Program recognizes employee achievements or accomplishments that contribute to the overall objective of the business. It encourages employees to excel in ISO core competencies, either individually or through teams. Schedule J, Part I, Line 4 Theodore Paradise received a severance payment in the amount of $24,104.77. 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 recommendation 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 712997 Compensation of GRT, Inc 0 Ralph Slate Family member of Officer 159839 Compensation of employee at ISO New England 0 Catherine Simonelli Family member of Key Employee 119831 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, current Key Employee. Victor Litvinov is an officer of GRT Inc. The amount in column (c) represents payments made to GRT Inc. for 2018. 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 2018. Line 3 - Catherine Simonelli is a family member of John Simonelli, current Key Employee. Compensation as an employee of ISO New England Inc. in the position of Senior EMS Support Specialist. The amount in column (c) represents payments made to Catherine Simonelli in 2018. 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 2018, 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 - https://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 612000 cash transactions