Hydro One Ltd 6-K, filed May 3, 2024

Hydro One Ltd (HRNNF)

6-K 2024-05-03 For: 2024-05-31

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Added on April 06, 2026

About this 6-K

Hydro One Ltd filed this 6-K on May 3, 2024.

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Table of Contents
1	BUSINESS OF THE MEETING		2	CORPORATE GOVERNANCE		3	EXECUTIVE COMPENSATION

Items of Business		3	Hydro One’s Corporate Governance Practices		29	Letter to Shareholders		63
1. Financial Statements		3	The Governance Agreement and the July 11, 2018 Letter Agreement with the Province		30	Compensation Discussion and Analysis		68
2. Election of Directors		3	Board Structure		31
3. Appointment of External Auditors		4	Quorum		32	Other Information
4. Say on Pay		5	Position Descriptions		32	Directors’ and Officers’ Liability Insurance		105
Information About Voting		6	Nomination of Directors		33	Indebtedness of Directors, Officers and Employees		105
About the Nominated Directors		14	Independence		35	Interest of Informed Persons in Material Transactions		105
What We Expect from Our Directors		14	Ethical Business Conduct		35	Interest of Certain Persons in Matters to be Acted Upon		105
Our Director Nominees at a Glance		15	Conflict of Interest and Related Party Transactions		36	Shareholder Proposals and Nominations		106
Director Profiles		15	Term Limits		37	Other Business		106
Skills and Competencies of the Board		22	Limit on Directorships		37	Additional Information		106
Director Compensation		24	Board Interlocks		37	Caution Regarding Forward‑looking Statements		107
Total Compensation Paid to Directors in 2023		26	Majority Voting Policy		38	Schedule “A” Hydro One Limited Mandate for the Board of Directors		109
Non‑Employee Director Share Ownership Requirements and Equity Ownership		27	Environmental, Social and Governance (ESG)		38
In Camera Meetings		28	Diversity, Equity and Inclusion (DEI)		39
Cease Trade Orders and Bankruptcies		28	Board Diversity		39
Penalties or Sanctions		28	Diversity Targets		40
			Public Commitments		40
			Gender, Indigenous, Black and Persons of Colour Representation in Management		41
			Our Commitment to DEI		42
			Succession Planning and Talent Management		43
			Board Assessments		44
			Orientation and Continuing Education		45
			Board Priorities		47
			The Board’s Role in Strategy		47
			Enterprise Risk Management		48
			Cybersecurity Risk		50
			Stakeholder Engagement		50
			Public Disclosure of Governance Materials		54
			Internal Controls and Management Information Systems		54
			Committee Reports		55

	In this document:
	•	we, us, our, the company and Hydro One mean Hydro One Limited;
	•	you and your mean holders of our common shares;
	•	common shares and shares mean the common shares of Hydro One; and
	•	AGM and meeting mean the annual meeting of shareholders

1	BUSINESS OF THE MEETING	2	CORPORATE GOVERNANCE	3	EXECUTIVE COMPENSATION

Read about the four items of business and how to vote your shares		Learn about our governance practices		See how we compensated our Named Executive Officers in 2023 and why

	pages 3-28		pages 29-61		pages 62-104

2023 Director Voting Results	Votes For		Votes Withheld
	%	#	%	#
Cherie Brant	98.63	490,148,059	1.37	6,784,949
David Hay	99.06	492,246,730	0.94	4,686,278
Timothy Hodgson (Chair)	98.92	491,582,284	1.08	5,350,724
David Lebeter	99.83	496,068,258	0.17	864,750
Stacey Mowbray	99.27	493,294,427	0.73	3,638,581
Mitch Panciuk	99.83	496,072,380	0.17	860,628
Mark Podlasly	99.68	495,339,822	0.32	1,593,186
Helga Reidel	99.81	496,009,187	0.19	923,821
Melissa Sonberg	98.62	490,092,442	1.38	6,840,566
Brian Vaasjo	99.95	496,673,821	0.05	259,187
Susan Wolburgh Jenah	98.18	487,892,229	1.82	9,040,779

	Year ended December 31, 2023		Year ended December 31, 2022
Audit Fees⁽¹⁾	$	2,539,110	$	2,424,632
Audit‑Related Fees⁽²⁾	$	535,941	$	400,355
Tax Fees⁽³⁾	$	20,918	$	18,618
Total	$	3,095,969	$	2,843,605

Letter from the Chair of the Board


Dear Shareholder, You are invited to attend Hydro One Limited’s annual meeting of shareholders on Wednesday, June 5, 2024, at 9:30 a.m. (Eastern time). This year’s meeting will be held virtually allowing registered shareholders and duly appointed proxyholders to participate online, via live audio webcast available at www.virtualshareholdermeeting.com/HRNNF2024.

	For		Withheld
	%	#	%	#
2023 Appointment of Auditor Voting Results	99.83	496,720,895	0.17	825,288

	For		Against
	%	#	%	#
2023 Say on Pay Voting Results	94.89	471,561,755	5.11	25,371,253

Matters to Vote On	How the Named Proxyholders Will Vote
Election of directors	*For* each nominee named in this circular
Appointment of the external auditors	*For*
Say on Pay	*For*

	Public Board Interlocks	Independent⁽³⁾	Gender	Audit Committee⁽²⁾	Indigenous Peoples, Safety & Operations Committee (IPSO) Com- mittee ⁽²⁾	Human Resources Committee (HRC)⁽²⁾	Governance & Regulatory Committee (GRC)⁽²⁾
Cherie Brant	–	✔	W		✔		✔
David Hay	–	✔	M		*		✔
Timothy Hodgson⁽¹⁾(Chair)	–	✔	M
David Lebeter⁽¹⁾	–	–	M
Stacey Mowbray	–	✔	W	*		✔
Mitch Panciuk	–	✔	M	✔	✔
Mark Podlasly	–	✔	M	✔		✔
Helga Reidel	–	✔	W	✔		✔
Melissa Sonberg	–	✔	W			*	✔
Brian Vaasjo	–	✔	M	✔	✔
Susan Wolburgh Jenah	–	✔	W		✔		*

David Hay, 68 New Brunswick, Canada INDEPENDENT ► Director since August 14, 2018 ► Managing Director, Delgatie Incorporated Not eligible for re‑election in 2030	David Hay is the Managing Director of Delgatie Incorporated, a strategic advisory firm. He is the former Vice‑Chair and Managing Director of CIBC World Markets Inc., a role he held until 2015. From 2004 until 2010, he was President and CEO of New Brunswick Power Corporation. Prior to that Mr. Hay held senior investment banking roles as Senior Vice President and Director responsible for mergers and acquisitions with Merrill Lynch Canada and Managing Director of European mergers and acquisitions with Merrill Lynch International based in London, England. Mr. Hay spent the early part of his career as a practicing lawyer at Osler, Hoskin & Harcourt LLP and taught at both the University of Toronto and University of New Brunswick. Mr. Hay was a Law Clerk to the Chief Justice of the High Court of the Supreme Court of Ontario from 1981 until 1982.	Mr. Hay also sits on the board of EPCOR Utilities Inc. He is a member of the Expert Panel on Churchill Falls 2041 and the Council of Clean & Reliable Energy. Prior directorships include Toronto Hydro‑Electric System Limited, where he was Vice‑Chair, and Associated Electric & Gas Insurance Services Limited (AEGIS). Mr. Hay also chaired the boards of both Beaverbrook Art Gallery and SHAD Canada. Mr. Hay holds a Bachelor of Laws from Osgoode Hall Law School, York University and a Bachelor of Arts from the University of Toronto (Victoria College). He is a Fellow of the Ivey Energy and Policy Institute and holds his ICD.D.

2023 Attendance
Board: 10/11 (7/7 Regularly Scheduled, 3/4 Short Notice)	GRC: 6/6 (4/4 Regularly Scheduled, 2/2 Short Notice)	IPSO Committee: 4/4 (4/4 Regularly Scheduled, 0/0 Short Notice)

Brian Vaasjo, 68 Alberta, Canada INDEPENDENT ► Director since June 2, 2023 ► Corporate Director Not eligible for re‑election in 2031	Brian Vaasjo was previously President and CEO of Capital Power, a power generation company, a position he had held since Capital Power’s Initial Public Offering in 2009 until May of 2023. Under his leadership, Capital Power became Alberta’s leading developer of new power generation and successfully acquired and developed power generation projects in B.C., Ontario, and the United States. Prior to that, Mr. Vaasjo held various positions at EPCOR Utilities including President of EPCOR’s Energy Division and Executive Vice President and Chief Financial Officer commencing in 1998.	For 19 years before that, he held various positions with the predecessor companies to Enbridge. Mr. Vaasjo served on the Capital Power Board from 2009 to 2023 and the Capital Power Income LP Board from 2005 to 2011, which he chaired from 2009 to 2011. Other directorships have included the Alberta Health Services Board, Shock Trauma Air Rescue Board (STARS) where he served as chairman, and the United Way of the Alberta Region, which he also served as chairman. He currently serves as a Member of the Advisory Council to the Dean of Medicine and Dentistry at the University of Alberta. Mr. Vaasjo holds a Bachelor of Education degree and an MBA from the University of Alberta. He is also Fellow of the Institute of Chartered Professional Accountants (FCPA).

2023 Attendance
Board: 4/4 (4/4 Regularly Scheduled, 0/0 Short Notice)	Audit Committee: 2/2 (2/2 Regularly Scheduled, 0/0 Short Notice)	IPSO Committee: 2/2 (2/2 Regularly Scheduled, 0/0 Short Notice)

David Lebeter, 64 Ontario, Canada NOT INDEPENDENT ► Director since February 1, 2023 President and CEO of Hydro One	David Lebeter was appointed President and CEO of Hydro One Limited on February 1, 2023. Mr. Lebeter is a highly regarded leader with over 40 years’ experience in the utility and forestry sectors and a reputation for driving improved safety, employee engagement, productivity, customer centricity and for successfully delivering capital investments. Mr. Lebeter has 19 years of experience in all facets of the electricity sector and was most recently the Chief Operating Officer of Hydro One Networks Inc., a role he assumed in January 2020, with responsibility for transmission and distribution, including construction, maintenance, vegetation management as well as system operations, asset planning and engineering. Under Mr. Lebeter’s leadership, the company has improved safety, productivity, reliability and customer experience.	Before joining Hydro One, he held progressively senior positions in operations and safety at BC Hydro from 2005 to 2019, including leadership roles in generation, transmission, distribution and safety. During his tenure, he was responsible for improving safety, reliability, employee engagement and customer service, lowering costs and building trust with union leaders and Indigenous communities. Mr. Lebeter spent 23 years in the forest industry prior to joining the utility sector, working in leadership positions responsible for operations. He has previously served as an Executive Board Member for Smart Grid Northwest, as an Operations Board Member for Western Energy Institute, and as the Chairman of the Distribution Council with the Canadian Electricity Association. Mr. Lebeter holds a Bachelor’s degree in Forestry from the University of British Columbia, and is a registered professional forester. In addition, Mr. Lebeter holds an Executive Master of Business Administration from Simon Fraser University. He holds his ICD.D from the Institute of Corporate Directors.


	2023 Attendance² Board: 11/11 (7/7 Regularly Scheduled, 4/4 Short Notice)

	² As President and CEO, Mr. Lebeter is not a member of any board committee, but attends board committee meetings by standing invitation. Mr. Lebeter attended all regularly scheduled and short notice board committee meetings between February 1, 2023, and December 31, 2023.

Accounting/Finance	Senior financial officer of a publicly listed company or major organization or experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, Canadian and/or US GAAP, and/or International Financial Reporting Standards).
Human Resources/ Executive Compensation/ Union Relations	Strong understanding of human resource development, organizational/personal development and training, working with a unionized workforce and compensation, benefit and pension programs, with specific expertise in executive compensation programs.
Customer	Experience with mass consumer‑facing business, major retail channels and customer‑focused strategy.
Utility/Energy Sector	Experience in the utility/electricity industry, combined with a strong knowledge of market participants.
Capital Markets	Experience in investment banking, finance or in major mergers and acquisitions.
Stakeholder Engagement (including Indigenous Peoples)	Experience in, or a strong understanding of, communications and relations with investors, customers, regulators and community relations, especially experience in relations with Indigenous communities.
Government/Regulatory /Public Policy	Experience in, or a strong understanding of, complex legal and regulatory regimes, the workings of government and public policy in Canada and internationally.
Information Technology, Digital & Cyber Security	Experience in information technology, digital, operating technology, artificial intelligence and cyber security with knowledge of leading practices in governance and oversight, procedures and controls, operations, and project delivery.
Risk Management	Experience or understanding of enterprise risk management systems, procedures and practices.
Business Transformation	Experience driving strategic direction changes and leading growth of an organization.
Sustainability/ESG	Experience in or a strong understanding of, environmental, social and governance programs, sustainability practices and policies, health and safety policies, corporate social responsibility programs and/or diversity, equity and inclusion initiatives is essential for ensuring safe and environmentally and socially responsible operations.
Large Company/ Senior Executive	Experience as a chief executive officer, chief operating officer or chief financial officer of a publicly listed company or major organization.
Governance	Experience in, or a strong understanding of, leading corporate governance practices and principles at a public company.

2023 Compensation by Role⁽¹⁾	Cash Component ($)		Equity Component ($)		Total ($)
Board chair		64,157		64,157		128,313
Committee chair⁽²⁾		45,444		45,444		90,888
Other directors		42,771		42,771		85,542

	1	BUSINESS OF THE MEETING
Business of

2024 Compensation by Role⁽¹⁾	Cash Component ($)		Equity Component ($)		Total ($)
Board chair		60,000		90,000		150,000
Committee chair⁽²⁾		46,000		69,000		115,000
Other directors		40,000		60,000		100,000

	Total Compensation						Form of Payment⁽¹⁾
Name	Board Retainer ($)		Committee *Chair^Fees ($)**		Total Fees _($)⁽¹⁾		Received as Cash ($)		Value Received as Director DSUs ($)⁽²⁾		Director DSU Component of Total Compensation (%)
Cherie Brant		85,542		–		85,542		–		85,542		100
Blair Cowper-Smith⁽³⁾		36,190		–		36,190		18,095		18,095		50
David Hay*		85,542		5,346		90,888		45,444		45,444		50
Timothy Hodgson		–		128,313		128,313		64,157		64,157		50
Stacey Mowbray*		85,542		5,346		90,888		45,444		45,444		50
Mitch Panciuk⁽⁴⁾		49,352		–		49,352		24,676		24,676		50
Mark Podlasly⁽⁶⁾		85,542		–		85,542		32,078		53,464		63
Helga Reidel⁽⁴⁾		49,352		–		49,352		24,676		24,676		50
Russel Robertson⁽³⁾		36,190		–		36,190		18,095		18,095		50
Melissa Sonberg*		85,542		5,346		90,888		5,346		85,542		94
Brian Vaasjo⁽⁵⁾		77,706		–		77,706		28,355		49,351		64
Susan Wolburgh Jenah*⁽⁶⁾		85,542		5,346		90,888		5,346		85,542		94

	Equity Ownership April 8, 2024				Equity Ownership December 29, 2023
Name	Common Shares		DSUs		Common Shares		DSUs		Market Value ($) December 29, 2023		Share Ownership Requirement⁽¹⁾		Year to Meet Share Ownership Requirement
Cherie Brant		–		12,848		–		12,170		483,156		1.41	Met in 2022
David Hay		–		10,522		–		10,083		400,282		1.11	Met in 2023
Timothy Hodgson		–		13,516		–		12,930		513,319		0.97		2024⁽²⁾
Stacey Mowbray		–		5,062		–		4,662		185,072		0.61		2026
Mitch Panciuk		–		1,002		–		669		26,566		0.10		2029
Mark Podlasly		–		2,714		–		2,108		83,721		0.30		2028
Helga Reidel		–		1,002		–		669		26,566		0.10		2029
Melissa Sonberg		–		20,313		–		19,552		776,201		2.14	Met in 2022
Brian Vaasjo		19,014		1,938		19,014		1,338		807,987		3.01	Met in 2023
Susan Wolburgh Jenah		1,643		11,939		1,643		11,348		515,755		1.46	Met in 2022

✔	What We Do
	Independence
✔	All of our directors are independent (except for the CEO) and all members of our board committees are independent
✔	Separate roles of board chair and the CEO
✔	In camera sessions – independent directors meet without management at each regularly scheduled board and committee meeting
✔	Board committees have full authority to retain independent advisors
	Leadership and development
✔	We have a comprehensive orientation process for new directors and an ongoing education program for the board
✔	Board assessments are conducted annually to help ensure board effectiveness
	Environmental, Social & Governance (ESG)
✔	Board oversight of sustainability matters including climate, Indigenous relations, government relations and other ESG matters

✔	What We Do
	Diversity and succession
✔	Our board represents a diverse mix of skills, background and experience – currently, 50% of our independent directors are women and 20% of our independent directors self‑identify as an Indigenous Person. Three of the four board committee chairs are women. No directors self‑identify as a person with disabilities, Black or a Person of Colour, or 2SLGBTQIA+.
	Robust Majority Voting Policy
✔	Formal succession planning process in place for the executive leadership team (ELT) and the board
✔	We use an independent recruiting firm to help identify and track a diverse group of board succession candidates
✔	Limit other public company directorships and board interlocks
✔	Director term and age limits
	Ethics and integrity
✔	Promote a strong culture of integrity and ethical behaviour guided by a Code of Business Conduct
	Shareholder engagement and alignment
✔	Provide shareholders with an annual say on pay vote
✔	Minimum non‑executive director share ownership requirements equivalent to 3x total annual retainer
✔	Formal Corporate‑Shareholder and Stakeholder Engagement Policy describes how shareholders can provide direct feedback to the board and we engage with shareholders throughout the year
✔	Disclose directors’ equity holdings and require at least 60% of annual board retainer in equity, to align interests with those of our shareholders
x	What We Don’t Do
x	No overcommitted directors – no director simultaneously sits on more than four other public company boards
x	No stock option awards for directors
x	No staggered board – all our directors are elected annually
x	No dual class, non‑voting or subordinated voting shares
x	No monetization or hedging of common shares or equity compensation

Term Limit	Age Limit
Non‑executive directors cannot stand for re‑election 12 years after the date on which the director first began serving on the board of directors of Hydro One or any of its subsidiaries, except in special circumstances (including if necessary to facilitate orderly board renewal) on the recommendation of the GRC.	No director shall be appointed or elected as a director after that person has reached 75 years of age, unless otherwise determined by the board.
Committee Chair Service Review
As part of the GRC’s annual review of committee memberships and structure, the GRC considers whether it is appropriate to change committee chairs for directors who have served as a committee chair for four or more years.

	Women		Indigenous Peoples		BPOC		2SLGBTQIA+		Persons with Disabilities
	#	%	#	%	#	%	#	%	#	%
Director nominees*	5	45%	2	18%	0	0	0	0	0	0

BlackNorth Initiative Pledge Signatory since 2020	Committed to ending systemic Black racism through various activities including achieving 3.5% Black executives and board members, and 5% Black student hires by 2025. In 2023, we had 6%⁽²⁾Black students and no Black executives or board members. We gave out five William Peyton Hubbard awards to exceptional Black students and rolled out anti‑Black racism education sessions to our people managers.
CEO Champions for Change signatory since 2023	Committed to visibly supporting and driving diversity, inclusion and gender equity within our organization. We continue to maintain over 30% women executives.
The Leadership Accord on Diversity, Equity and Inclusion Signatory since 2017	Committed to removing barriers to entry for diverse employees who are underrepresented and measuring change over a two‑year timeframe. In 2023, based on recommendations from a comprehensive systemic barriers and bias review of our talent management lifecycle, we developed an enhanced DEI Strategic Roadmap and Action Plan help address, eliminate and prevent barriers.

3.	In addition to the eight sessions held in 2022, we organized seven additional anti‑Black racism education sessions for Hydro One people leaders. A total of 321 people leaders have participated to date, and we will continue cascading the training to all employees in 2024 and beyond.
4.	Partnered with the Black Professionals in Technology Network to pilot Cultivate+, a mentorship program that matches senior leaders/executives with high‑performing Black employees. Four senior leaders were matched with eight Black employees for the nine‑month duration of the program aimed at developing concrete strategies for career growth and network development/diversification within the organization.
5.	Renewed our Women in Engineering University Partnership agreement for another two years. This long‑standing partnership created over ten years ago with Ontario Tech University, Toronto Metropolitan University, University of Waterloo and Western University aims to continuously increase the enrollment of young women in engineering. Our goal is to support and develop these students throughout their university journey, setting them up for success upon graduation. We will also concentrate on diversifying the engineering pipeline, with a focus on Indigenous, Black and People of Colour students.
6.	Hydro One’s President and CEO, David Lebeter became a signatory to Catalyst’s CEO Champions For Change ‑ an initiative that brings together CEOs and senior leaders who are visibly supporting and driving diversity, inclusion and gender equity within their organizations. More than 80 CEOs and top industry leaders, including members of the Catalyst Board of Directors, past Catalyst Award winners, and CEOs within strong Catalyst supporting organizations make up this network.
7.	Held our annual DEI Symposium on Power in Pride – Queer Belonging in the Workplace. We had nearly 300 employees attend in person and approximately 200 attend virtually.
8.	Continued to conduct Men Advocating Real Change (MARC) workshops for our field managers and supervisors focused on advancing gender equity and inclusion in the workplace.
9.	Continued to work with our DEI Council comprised of directors and VPs and co‑chaired by our Executive Vice President of Capital Portfolio Delivery and Vice President, Tax. The role of the Council is to:

Topic	Presented/Hosted by	Attended by
The Climate Challenge: The Role of the Chair	Deloitte	Helga Reidel
Electric Vehicles & the Grid	Infocus International	Tim Hodgson
Financial Services in a time of Climate Change	The Ticker Club	Tim Hodgson
Annual Workshop on the Economics of Electricity Policy and Markets	Ivey	Tim Hodgson
Globe & Mail 2023 Summit ‑ Road to Net Zero ‑ A climate guide for Canada's corporate leaders	Globe & Mail	Mitch Panciuk
Navigating Rising Expectations for Canadian Boards	Institute of Corporate Directors	Susan Wolburgh Jenah
Cyber Education Training	KPMG	Susan Wolburgh Jenah
Northwind 20th Annual Electricity Forum	Northwind Professional Institute	Cherie Brant
First Nations Major Projects Coalition Annual Conference	First Nations Major Projects Coalition	Cherie Brant and Mark Podlasly
Annual Energy Leaders Roundtable	Council for Clean and Reliable Energy	David Hay
ICD.D Designation	Institute of Corporate Directors	Stacey Mowbray
ICD.D Designation	Institute of Corporate Directors	Mark Podlasly
ICD.D Designation	Institute of Corporate Directors	Cherie Brant
Audit Committee Effectiveness	Institute of Corporate Directors	Stacey Mowbray
Cyber‑Risk Oversight Program	National Association of Corporate Directors	Stacey Mowbray
Overseeing Cybersecurity Risk	Professor Michael Parent	Board of Directors
Indigenous Ownership & Canada’s Economic Future	Canadian Club Toronto	David Hay, Mitch Panciuk, Cherie Brant and Mark Podlasly
Industry Disruption and Innovation	Senior Management	Board of Directors
Customer Affairs: Customer and Stakeholder Relations Session	Senior Management	GRC members
Powering Indigenous Communities	Senior Management	IPSO members

Large Capital Projects Portfolio Health	Senior Management	IPSO members
Indigenous People's Safety and Operations Orientation Sessions	Senior Management	Mitch Panciuk and Brian Vaasjo
Trends in Executive Compensation	Mercer	HRC members
Talent Program Management & Succession Planning Session	Senior Management	HRC members
Audit Committee Orientation Session	Senior Management/KPMG	Audit Committee members
Cyber Security and Critical Risk Analysis Session	Senior Management	Audit Committee members
Education session with the Chair of the Electrification and Energy Transition Panel	David Collie FCPA, FCMA, C. Dir., MBA	Board of Directors
Hydro One leadership participated in a two day cultural awareness session organized in partnership with the 9 First Nations Partners on the Waasigan Transmission Line Project which involved in class cultural/history training, community visits, and storytelling by several community elders, members and elected leaders		Board of Directors

Board of Directors

Community Relationship	Environmental, Social & Governance¹	Industry Disruption & Innovation	Investor Relationship	Market/ Economic Conditions	Work Program Accomplishment

Audit Committee		Indigenous Peoples, Safety & Operations Committee		Human Resources Committee	Governance & Regulatory Committee

Capital Structure	Liquidity	Business Continuity & Emergency Management	Physical Asset Security	Code of Business Conduct	Customer Relationship

Contractor Management	Privacy	Climate Change	Public Safety	Labour Optimization	Government Relationship & Policy

Cost and Productivity	Records Management	Environmental Compliance	Security Injury & Fatality (SIF) Incident	Pension Fund	Regulatory

Cybersecurity	Supply Chain	Indigenous Relationship	Tx/Dx Asset Capacity/ Configuration	Talent

Data Integrity	Technology Project Delivery	Personnel Security	Tx/Dx Asset Condition

Disclosure Risk (Financial & Non-Financial)	Technology Sustainment

Section	See page
I Letter to Shareholders	63
II Compensation Discussion and Analysis	68
A. Named Executive Officers	68
B. Compensation Philosophy and Practices	68
i. Compensation Guiding Principles	68
ii. 2023 Compensation Practices at a Glance	69
C. Executive Compensation Framework	69
D. Compensation Governance	70
i. Human Resources Committee	70
ii. Compensation Advisors	70
iii. Risk Management Process	70
iv. Compensation Practices	71
v. Environment, Social and Governance (ESG)	72
vi. Say on Pay	72
E. Executive Compensation Decision-making Process	72
F. Named Executive Officer Pay Benchmarking	74
i. Compensation Peer Group Selection Criteria	74
ii. Primary Compensation Reference Peer Group	75
G. Compensation Components and Decisions	76
i Components and Decisions of 2023 Compensation	76
ii. Target Compensation Mix	77
H. Compensation Disclosure	88
i. Share Performance	88
ii. NEO Compensation and Alignment with Shareholder Value	89
iii. Supplemental Disclosure	90
iv. Summary Compensation Table	92
v. Aggregate Dilutive Impact of Equity‑Based Compensation Arrangements	96
vi. Termination and Change in Control Provisions	96
I. Appendices	99
i. Securities Authorized for Issue Under Equity Compensation Plans	99
ii. Equity‑based Long‑term Incentive Plan	99
iii. Share Grant Plans for Certain Members of the Power Workers’ Union and the Society of United Professionals	104

•	as noted in 2023, an updated executive compensation benchmarking peer group that more accurately reflects the size, scope, impact and complexity of the company and positions us to be competitive in the market for executive talent. This peer group continues to reflect the dynamic of our ownership structure by including a unique mix of comparably‑sized publicly traded and public sector (government‑owned) energy and utility companies from across North America;
•	as shared in 2023, compensation targets set in reference to the market, while actual compensation increases are considered over time, based on changes to the scope and maturity of the executive’s role and responsibilities, company and individual performance outcomes, and to support the succession planning process;
•	a payout cap of 110% of target for Short‑term Incentive Plan (STIP) awards for the President and CEO and EVP level executives;
•	new awards under our equity‑based Long‑term Incentive Plan (LTIP) that are 100% performance‑based and vest at the end of four years for the President and CEO and EVPs. The purpose is to better reflect long‑term strategic decision making and to provide greater alignment with long‑term value creation for shareholders, customers and our diverse stakeholders;
•	enhanced share ownership guidelines for executives to maintain minimum levels of share ownership throughout employment and for a period of time post‑retirement;
•	a new Supplemental Executive Retirement Plan (DC SERP) for the President and CEO and EVP level executives to support individual retirement planning, and
•	a new allowance plan as part of our commitment to employee wellbeing.

	Be the Safest and Most Efficient Utility	Plan, Design, and Build a Grid for the Future	Innovate and Grow the Business	Advocate for our Customer
2023 Short-term Incentive Plan	Health & Safety – 20% Productivity – 10%	Reliability – 10% Work Program – 10%	Net Income – 30%	Customer – 20%
2021-2023 Long-term Incentive Plan			Earnings per Share – 75% with a Dividend modifier
		Relative Total Shareholder Return – 25%

Name	Title
David Lebeter⁽¹⁾	President and Chief Executive Officer (President and CEO)
Chris Lopez⁽²⁾	EVP, Chief Financial and Regulatory Officer
Andrew Spencer	EVP, Capital Portfolio Delivery
Megan Telford	EVP, Strategy, Energy Transition and Human Resources
Paul Harricks⁽³⁾	Former Chief Legal Officer
William Sheffield⁽⁴⁾	Interim President and Chief Executive Officer

Principle	Objective
Performance- oriented	To provide pay‑for‑performance and align performance objectives to strategy and core values over both the short‑ and long‑term horizons to reinforce our strategic business objectives and a performance‑oriented culture
Long-term focus	To reward sustainable growth that supports long‑term value creation for shareholders and customers
Market competitive	To attract and retain high‑performing employees with market‑aligned compensation
Individual accountability	To foster a culture of individual ownership and accountability, while encouraging teamwork

Balanced approach to risk	To support an appropriate level of risk‑taking that balances short‑ and long‑term company objectives
Shared responsibility	To require employees to share the risks and responsibilities for their current and future needs
Simple and integrated	To provide programs that are simple to understand and administer and communicate the integrated value of monetary and non‑monetary rewards

✔	What Hydro One Does	x	What Hydro One Does Not Do
✔	Pay‑for‑performance (see pages 64, 65, 66, 79, and 86)	x	No hedging (see page 71)
✔	Caps on incentive payouts (see pages 78 and 85)	x	No loans to executives
✔	Independent compensation advice (see page 70)	x	No reloading of options or evergreen option plan limits
✔	Benchmarking (see pages 74 and 75)	x	No repricing of stock options
✔	Share ownership requirements (see pages 71 and 72)	x	No single trigger change in control provisions (see page 96)
✔	Incentive Compensation Adjustments – Principles and Practices. Established specific conditions under which the board may apply discretion (see page 71)
✔	Clawbacks (see page 71)
✔	Reward achievement based on predetermined objectives (see pages 79 to 85)
✔	Performance‑based vesting (see page 86)
✔	Pay‑at‑risk (see pages 79 to 86)
✔	Align pay to shareholder returns (see page 66)
✔	Fixed limits on the number of shares that can be issued under the equity plans (see pages 100 and 104)

	Professional Service Fees (CAD)
Compensation Advisor	Year	Executive Compensation- Related Fees	Other Fees⁽¹⁾
Mercer (Canada) Limited	2023	$130,367	–
	2022	$354,253	$69,738⁽¹⁾