DEF 14A of Consolidated Edison Inc
Filed Apr 8, 2026 · FY20250001047862-26-000078
Table of Contents
| Non-Qualified Deferred Compensation | | 80 | | ▪ | Deferred Income Plan | 80 | | ▪ | Savings Plan | 80 | | ▪ | Non-Qualified Deferred Compensation Table | 81 | | Potential Payments Upon Termination of Employment or Change in Control | | 83 | | ▪ | Equity Acceleration | 84 | | ▪ | Incremental Retirement Amounts | 85 | | ▪ | Termination Without Cause or a Resignation for Good Reason | 85 | | ▪ | Payments Upon Termination of Employment in Connection With a Change in Control | 85 | | ▪ | Section 280G Reduction | 86 | | ▪ | Death Benefit | 86 | | Compensation Committee Report | | 87 | | Compensation Risk Management | | 88 | | Pay Ratio | | 89 | | Pay Versus Performance | | 90 | | Delinquent Section 16(a) Reports | | 94 | | Certain Information as to Insurance and Indemnification | | 94 | | Questions and Answers About the 2026 Annual Meeting and Voting | | 95 | | ▪ | Proxy Materials | 95 | | ▪ | Voting and Related Matters | 96 | | ▪ | Annual Meeting Information | 97 | | Stockholder Proposals for the 2027 Annual Meeting | | 99 | | ▪ | Proposals for Inclusion in 2027 Proxy Statement | 99 | | ▪ | Director Nominations for Inclusion in 2027 Proxy Statement (Proxy Access) | 99 | | ▪ | Other Proposals or Nominations to Come Before the 2027 Annual Meeting | 99 | | Other Matters to Come Before the Meeting | | 100 | | Appendix A Reconciliation of Non-GAAP Financial Measures | | A-1 |
Director Nominees
Director Nominees
Director Nominees
| Timothy P. Cawley | | | | | | | Age: 61 Director Since: 2020 Not Independent Chairman of the Board | Primary Occupation / Career Highlights Chairman, President and Chief Executive Officer of the Company; Chairman and Chief Executive Officer of Con Edison of New York; former President of Con Edison of New York | Committee Membership •Executive (Chair) | Other U.S.-Listed Public Company Boards — | | Brendan Cavanagh | | | | | | | Age: 54 Director Since: 2025 Independent | Primary Occupation / Career Highlights President and Chief Executive Officer of SBA Communications Corporation | Committee Membership •Audit •Safety, Environment, Operations and Sustainability | Other U.S.-Listed Public Company Boards 1 | | John F. Killian | | | | | | | Age: 71 Director Since: 2007 Independent | Primary Occupation / Career Highlights Former Executive Vice President and Chief Financial Officer, Verizon Communications Inc. | Committee Membership •Audit (Chair) •Corporate Governance and Nominating •Executive •Management Development and Compensation | Other U.S.-Listed Public Company Boards 1 |
Director Nominees
| 2 Consolidated Edison, Inc. Proxy Statement | |
Director Nominees
| Karol V. Mason | | | | | | | Age: 68 Director Since: 2021 Independent | Primary Occupation / Career Highlights President, John Jay College of Criminal Justice | Committee Membership •Corporate Governance and Nominating •Safety, Environment, Operations and Sustainability | Other U.S.-Listed Public Company Boards — | | Dwight A. McBride | | | | | | | Age: 58 Director Since: 2021 Independent | Primary Occupation / Career Highlights Gerald Early Distinguished Professor and Senior Advisor to the Chancellor, Washington University in St. Louis; Former President of The New School (NYC) | Committee Membership •Management Development and Compensation •Safety, Environment, Operations and Sustainability | Other U.S.-Listed Public Company Boards — | | William J. Mulrow | | | | | | | Age: 70 Director Since: 2017 Independent | Primary Occupation / Career Highlights Former Senior Advisory Director, Blackstone | Committee Membership •Finance •Management Development and Compensation •Safety, Environment, Operations and Sustainability | Other U.S.-Listed Public Company Boards 2 | | Michael W. Ranger | | | | | | | Age: 68 Director Since: 2008 Independent Lead Director | Primary Occupation / Career Highlights Senior Managing Director, Diamond Castle Holdings LLC | Committee Membership •Audit •Corporate Governance and Nominating (Chair and Lead Director) •Executive •Finance •Management Development and Compensation | Other U.S.-Listed Public Company Boards — | | Linda S. Sanford | | | | | | | Age: 73 Director Since: 2015 Independent | Primary Occupation / Career Highlights Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation | Committee Membership •Audit •Corporate Governance and Nominating •Finance | Other U.S.-Listed Public Company Boards — |
Director Nominees
| | Consolidated Edison, Inc. Proxy Statement 3 |
Director Nominees
| Deirdre Stanley | | | | | | | Age: 61 Director Since: 2017 Independent | Primary Occupation / Career Highlights Former Executive Vice President and General Counsel, The Estée Lauder Companies, Inc. | Committee Membership •Audit •Corporate Governance and Nominating •Executive •Management Development and Compensation (Chair) | Other U.S.-Listed Public Company Boards 1 | | L. Frederick Sutherland | | | | | | | Age: 74 Director Since: 2006 Independent | Primary Occupation / Career Highlights Former Executive Vice President and Chief Financial Officer, Aramark Corporation | Committee Membership •Audit •Finance (Chair) •Management Development and Compensation | Other U.S.-Listed Public Company Boards 1 | | Catherine Zoi | | | | | | | Age: 64 Director Since: 2024 Independent | Primary Occupation / Career Highlights Former Chief Executive Officer, EVgo Inc. | Committee Membership •Finance •Safety, Environment, Operations and Sustainability (Chair) | Other U.S.-Listed Public Company Boards — |
Director Nominees
•Proposal No. 1: Election of Directors. The Board of Directors has nominated eleven Directors for election at the Annual Meeting and recommends the election of each of the eleven nominees. The table above provides certain information about the Director nominees. •Proposal No. 2: Ratification of the Appointment of Independent Accountants. The Board recommends ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 2026. •Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation. The Board recommends the approval of, on an advisory basis, the compensation of the Named Executive Officers. Corporate Governance Practices •Active, Year-Round, Stockholder Engagement. The Company engages with stockholders and accepts invitations to discuss matters of interest to them. Throughout 2025, the Company met with stockholders in a variety of formats including in-person and virtual, and discussed numerous topics, including Con Edison of New York's electric and gas rate case and joint proposal, New York State's clean energy goals and the Company's role in helping to achieve those goals, affordability and customer bills, capital investment outlook, transmission opportunities in New York State and New York City, the potential for utility ownership of renewables in New York State, sustainability matters including corporate governance, political lobbying, biodiversity, our utilities’ resiliency studies and investments, our utilities' Energy Affordability Programs, and operations and financial matters. The Company’s stockholder engagement team reports the results of their annual activities to the Corporate Governance and Nominating Committee and the Board to convey the feedback received from stockholders and to propose implementation of appropriate responses. During 2025, the Company engaged with stockholders holding in aggregate 43% of shares outstanding. •Risk Oversight. The Board and its committees oversee the Company’s policies and procedures for managing risks that are identified through the Company’s enterprise risk management program.
Director Nominees
| 4 Consolidated Edison, Inc. Proxy Statement | |
Director Nominees
•Cybersecurity Risk Oversight. The Board and the Audit Committee oversee the Company’s cybersecurity risk management. The Company complies with regulatory cybersecurity requirements and follows closely the development of new standards, regulations, and industry initiatives. For further information on the Company's cybersecurity risk management program, please see the "Cybersecurity Risk Oversight" section of this Proxy Statement. •Strategic Planning. The Board oversees and reviews, at least annually, the Company’s strategic and business plans and objectives. •Corporate Sustainability. The Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers environmental matters (including climate change) and assesses their impact on the Company’s operations, strategies and risk profile. •Insider Trading. The Company maintains an Insider Trading Policy. The policy applies to all employees (and their family and household members) including executive officers, non-employee Directors and any entity that itself is controlled by persons covered by the policy. Under the policy, the Company complies with all applicable laws, rules and regulations governing the trading of its securities including as to transactions in its own securities. The Company believes the policy is reasonably designed to prevent improper insider trading and promote compliance with insider trading laws. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025. •Human Capital. The Company is committed to attracting, developing and retaining a talented and diverse workforce. It values and supports a wide range of employee needs and interests. The Company’s skilled and experienced workforce enables it to maintain best-in-class reliability and progress towards achieving a clean energy future. Human capital measures focus on employee safety, hiring the right talent, employee development and retention, and a wide range of skills, backgrounds, experiences and perspectives. •Human Rights Statement. The Company has a Human Rights Statement that reinforces the Company’s commitment to protecting and advancing the human rights of all people, to conducting business in a manner that is ethical and respectful of those rights and in compliance with applicable laws, and to protecting international human rights under recognized standards. The Human Rights Statement builds on our employee Standards of Business Conduct, our policies on Equal Employment Opportunity, Sexual Harassment, and Employment of Veterans and People with Disabilities, and our Vendor Standards of Business Conduct. •Annual Election of Directors. Each Director nominee has been recommended for election by the Corporate Governance and Nominating Committee and approved and nominated for election by the Board. If elected, the Director nominees, all of whom are current members of the Board, will serve for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director’s earlier resignation or removal. •Voting. In uncontested elections, each Director nominee may be elected by a majority of the votes cast at a meeting of the Company’s stockholders by the holders of shares entitled to vote in the election. In contested elections, each Director nominee may be elected by a plurality of the votes cast. The Company does not have a super-majority voting provision in its Restated Certificate of Incorporation. •Board Composition. The current Directors have the combination of skills, backgrounds, experiences and perspectives necessary to oversee the Company’s business. Ten of the eleven Directors are independent. The Board strives to maintain an appropriate balance of tenure among Directors. Of the current Directors, they have an average age of 65 years, 46% have been on the Board for six years or less, 27% have been on the Board for seven to sixteen years, and 27% have been on the Board for over sixteen years. The Corporate Governance and Nominating Committee recommends candidates for election or re-election to the Board and reviews the qualifications of potential Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, and a variety of perspectives, skills and backgrounds on the Board. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the Corporate Governance and Nominating Committee, consistent with any applicable legal requirements, directs the firm to provide a diverse slate of candidates for the Board’s consideration, including candidates with various perspectives, skills and backgrounds.
Director Nominees
| | Consolidated Edison, Inc. Proxy Statement 5 |
Director Nominees
•Independent Lead Director. The Board has an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee and has numerous duties and significant responsibilities, including acting as a liaison between the independent Directors and the Company’s management and chairing the executive sessions of independent Directors. •Frequent Executive Sessions. The Company’s independent Directors meet in executive session not fewer than three times per year. •Annual Board and Committee Self-Assessments. The Board and each of its committees perform an annual self- assessment to evaluate the effectiveness of the Board and its committees in fulfilling their respective obligations. Each committee reports the results of its self-evaluation to the Board. The Corporate Governance and Nominating Committee coordinates the self-evaluation process and, following the self-evaluation process, discusses with the Board follow-up matters, as appropriate. •Membership on Public Company Boards. Directors who are executive officers of a public company may serve on no more than one other public company board and none did so in 2025. All other Directors may serve on no more than three other public company boards and none did so in 2025. In 2025, only Messrs. Cawley and Cavanagh served as an executive officer of a public company, with the Company and SBA Communications Corporation, respectively, and each on their company's Board. •Proxy Access. The Board has adopted proxy access, which enables certain stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy, along with candidates nominated by the Board if the stockholders and the nominees proposed by the stockholders meet the requirements set forth in the Company’s By-laws. •Special Meetings. Special meetings may be called by stockholders holding at least 25% of the Company’s outstanding shares of Common Stock who are entitled to vote at such meeting.
Director Nominees
| 6 Consolidated Edison, Inc. Proxy Statement | |
Director Nominees
Compensation Policies and Governance Practices The Company’s culture promotes strong compensation and governance practices that support our pay-for-performance principles and closely align the executive compensation program with the interests of our stockholders.
Director Nominees
| What We Do | | Place a significant portion of the target total direct compensation for our Named Executive Officers “at risk” •70% of long-term incentive compensation was performance-based for 2025 and 30% of long-term incentive compensation for 2025 was granted in the form of time-based restricted stock units | | | | Mitigate compensation risk by: •balancing incentives between annual and long-term goals •tying incentives to multiple goals to reduce undue weight on any one goal •for annual incentive payouts, using non-financial performance factors to counterbalance financial performance goals •discouraging excessive focus on annual results and focusing on sustainable performance by providing significant long-term incentives •subjecting annual and long-term incentive plans to payment caps •giving the MD&C Committee discretion to reduce payouts •performing an annual risk assessment for annual and long-term incentive plans | | | | Maintain Stock Ownership Guidelines for Directors and senior officers and an Equity Award Grant Policy | | | | Maintain (i) a recoupment (clawback) policy to comply with the final Dodd-Frank clawback rules adopted by the Securities and Exchange Commission (SEC) and the New York Stock Exchange requiring the Company to recover erroneously awarded incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding the date the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements and (ii) a discretionary supplemental officer clawback policy covering all officers and other individuals designated as officers by the Company and selected subsidiaries, including former officers, allowing the MD&C Committee to recover incentive-based compensation, including all forms of bonuses and equity or equity-based awards (granted on or after January 1, 2024), in the event of a material accounting restatement for the preceding three fiscal years and for certain “cause” events occurring during the preceding one year period | | | | Maintain an environmental and sustainability performance measure in its operating objectives for short term annual incentives for the Named Executive Officers | | | | Maintain operating objective performance measures for cybersecurity, clean energy and electrification in its long-term incentive plan for the Named Executive Officers | | | | Limited perquisites for the Named Executive Officers of the Company | | | | Hold an annual say-on-pay vote (which received 92.78% stockholder support in 2025) |
Director Nominees
| What We Don't Do | | Enter into employment agreements with Named Executive Officers (other than the arrangements as described herein for Messrs. Andrews and Ziaee) | | | | Offer excessive executive perquisites | | | | Dilute stockholder value by issuing excessive equity compensation | | | | Grant stock options or have outstanding options | | | | Reprice options or buy out underwater options without stockholder approval | | | | Recycle shares for future awards except under limited circumstances | | | | Provide golden parachute excise tax gross-ups | | | | Offer excessive change in control severance benefits | | | | Negotiate equity awards with special treatment upon the Company’s change in control | | | | Provide single-trigger acceleration of vesting of outstanding equity awards | | | | Permit Directors, officers, financial personnel, and certain other individuals to: •short, hedge, or pledge Company securities or •hold Company securities in a margin account as collateral |
Director Nominees
| | Consolidated Edison, Inc. Proxy Statement 7 |
Election of Directors
Election of Directors Proposal No. 1 Election of Directors Eleven Directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. Directors are not permitted to stand for election after having passed his or her 75th birthday and the Board has not granted an exemption of this policy in the last five years. Of the Board members standing for election, Timothy P. Cawley is the only Director nominee who is a current or former officer of the Company. Brendan Cavanagh joined the Board on October 1, 2025 and is a Director nominee at the Annual Meeting. The Corporate Governance and Nominating Committee recommends candidates for election or re-election to the Board and reviews the qualifications of possible Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, and a variety of perspectives, skills and backgrounds on the Board. The Corporate Governance and Nominating Committee also strives to ensure that the Board is composed of Directors who bring varied viewpoints, perspectives, professional experiences and backgrounds, and effectively represent the long-term interests of stockholders. The Board and the Corporate Governance and Nominating Committee believe that striking an appropriate balance between fresh perspectives and ideas and the valuable experience and familiarity contributed by longer-serving Directors is critical to a forward-looking and strategic Board. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the Corporate Governance and Nominating Committee, consistent with any applicable legal requirements, directs the firm to provide a diverse slate of candidates for the Board’s consideration, including candidates with various perspectives, skills and backgrounds. Each nominee was selected by the Corporate Governance and Nominating Committee and approved by the Board for submission to the Company’s stockholders. The Company believes that all of the nominees will be able and willing to serve as Directors of the Company. All of the Directors also serve as Trustees of the Company’s subsidiary, Con Edison of New York. Shares represented by every properly executed proxy will be voted at the Annual Meeting for or against the election of the Director nominees as specified by the stockholder giving the proxy. If one or more of the nominees is unable or unwilling to serve, the shares represented by the proxies will be voted for any substitute nominee or nominees as may be designated by the Board.
Election of Directors
| | The Board recommends FOR Proposal No. 1 Each of the eleven Director nominees must receive a majority of the votes cast at the Annual Meeting or by proxy to be elected (meaning the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee), subject to the Board’s policy regarding resignations by Directors who do not receive a majority of “for” votes. Abstentions and broker non-votes are voted neither “for” nor “against” and have no effect on the vote. |
Election of Directors
| 8 Consolidated Edison, Inc. Proxy Statement | |
Election of Directors
Information About the Director Nominees The Board and the Corporate Governance and Nominating Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Board believes, as a whole, it should possess a combination of skills, backgrounds, experiences and perspectives, necessary to oversee the Company’s business. The Board has adopted Corporate Governance Guidelines (the "Guidelines") to assist it in exercising its responsibilities to the Company and its stockholders. In evaluating Director candidates and considering incumbent Directors for renomination to the Board, the Board and the Corporate Governance and Nominating Committee consider various factors. Pursuant to the Guidelines, the Corporate Governance and Nominating Committee reviews with the Board factors relating to the composition of the Board (including its size and structure), the variety of perspectives of the Board (including various skills and backgrounds), and the skills and characteristics of Director nominees, including independence, integrity, judgment, business experience, areas of expertise, and availability for service to assure that the Board contains an appropriate mix of Directors to best further the Company’s long-term business interests. For incumbent Directors, the Corporate Governance and Nominating Committee also considers past performance of the Director on the Board. The current Director nominees bring to the Company the benefit of their qualifications, leadership, skills, and the diversity of their perspectives which provide the Board, as a whole, with the skills and expertise that reflect the needs of the Company. See the following pages for information about each Director nominee, including their age as of the date of the Annual Meeting, business experience, period of service as a Director, public or investment company directorships, and other directorships. Please see the skills matrix that follows for the skills and experience of the Director nominees.
Election of Directors
| | Consolidated Edison, Inc. Proxy Statement 9 |
Election of Directors
Skills and Experience of Director Nominees
Election of Directors
| Skill or Attribute | Brendan Cavanagh | Timothy P. Cawley | John F. Killian | Karol V. Mason | Dwight A. McBride | William J. Mulrow | Michael W. Ranger | Linda S. Sanford | Deirdre Stanley | L. Frederick Sutherland | Catherine Zoi | | CEO (for profit) | | | | | | | | | | | | | CEO (non-profit/ University) | | | | | | | | | | | | | Executive at Public Co. | | | | | | | | | | | | | Capital Markets / Financial Services | | | | | | | | | | | | | CFO / Accounting | | | | | | | | | | | | | Communications / PR | | | | | | | | | | | | | Consumer Services | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | Electric / Gas Operations | | | | | | | | | | | | | Ethics & Compliance | | | | | | | | | | | | | Financial Expert | | | | | | | | | | | | | Government | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | Investor Relations | | | | | | | | | | | | | Leadership | | | | | | | | | | | | | Legal | | | | | | | | | | | | | M&A | | | | | | | | | | | | | Regulated Company | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | Strategic Planning | | | | | | | | | | | | | Sustainability / Environmental / Climate Change | | | | | | | | | | | | | Technical / Engineering | | | | | | | | | | | | | Technology | | | | | | | | | | | | | Utility / Energy | | | | | | | | | | | |
Election of Directors
| 10 Consolidated Edison, Inc. Proxy Statement | |
Election of Directors
The makeup of the Director nominees is set forth in the pie charts that follow.
Election of Directors
| | Consolidated Edison, Inc. Proxy Statement 11 |
Election of Directors
| Director Since: 2020 | Age: 61 |
Election of Directors
| | Career Highlights Mr. Cawley has been Chairman of the Board of the Company and Con Edison of New York since January 1, 2022 and President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York since December 29, 2020. Mr. Cawley was President of Con Edison of New York from January 1, 2018 through December 31, 2020 and was President and Chief Executive Officer of Orange & Rockland from December 2013 through November 2017. He was Senior Vice President of Central Operations for Con Edison of New York from December 2012 through November 2013, having joined Con Edison of New York in July 1987. Other Directorships Mr. Cawley is Chairman of the Board and a Trustee of Con Edison of New York, Chairman of the Board and Director of Orange & Rockland and Chairman of the Board and Director, Con Edison Transmission, Inc. He is also a Director of the American Gas Association (a member of the Executive and Safety Committees), the Edison Electric Institute (a member of Executive Committee) and the Partnership for New York City (a member of Executive Committee), and a Board member of the Trust for Governors Island. Mr. Cawley has previously served as a Director of the Hudson Valley Economic Development Corporation, the Hudson Valley Pattern for Progress, the New Jersey Utilities Association, the Orange County Partnership, and the Rockland Economic Development Corporation. Attributes and Skills Mr. Cawley has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry and the Company’s business. Mr. Cawley's experience from his leadership positions at the Company's subsidiaries supports the Board in its oversight of the Company's management, financial, operations and strategic planning activities, and the Company's relationships with stakeholders. | | Board Committees: •Executive (Chair) | |
Brendan Cavanagh
Brendan Cavanagh
Brendan Cavanagh
| Director Since: 2025 | Age: 54 |
Brendan Cavanagh
| | Career Highlights Mr. Cavanagh has been the President and Chief Executive Officer of SBA Communications Corporation (SBA), a real estate investment trust that owns and operates wireless communications infrastructure, since January 2024. Before becoming CEO, he served as the Chief Financial Officer of SBA for 15 years. During his career at SBA, he has also served in other senior leadership roles including Vice President and Chief Accounting Officer and Vice President of Site Administration. Before joining SBA, Mr. Cavanagh worked for Arthur Andersen in the audit and assurance practice. Other Directorships Mr. Cavanagh is a Trustee of Con Edison of New York and a Director of SBA. He is also a Director of 4KIDS of South Florida, Inc. (and a member of the Executive Committee and the Finance Committee) and the Wireless Infrastructure Association (and a member of the Executive Committee and the Finance Committee). Attributes and Skills Mr. Cavanagh has leadership, financial and operations experience at a public company, including experience in financial reporting and auditing. His experience from leadership positions with SBA and his service on other boards, supports the Board in its oversight of the Company's financial reporting, auditing, operations and strategic planning activities. | | Board Committees: •Audit •Safety, Environment, Operations and Sustainability | |
Brendan Cavanagh
| 12 Consolidated Edison, Inc. Proxy Statement | |
John F. Killian
John F. Killian
John F. Killian
| Director Since: 2007 | Age: 71 |
John F. Killian
| | Career Highlights Mr. Killian was the Executive Vice President and Chief Financial Officer of Verizon Communications Inc., a telecommunications company, from March 2009 to November 2010. He was the President of Verizon Business, Basking Ridge, NJ from October 2005 until February 2009, the Senior Vice President and Chief Financial Officer of Verizon Telecom from June 2003 until October 2005, and the Senior Vice President and Controller of Verizon Corporation from April 2002 until June 2003. Mr. Killian also served in executive positions at Bell Atlantic and was the President and Chief Executive Officer of NYNEX CableComms Limited. Other Directorships Mr. Killian is a Trustee of Con Edison of New York and Goldman Sachs Trust 1 and 2, was a Director of Houghton Mifflin Harcourt Company until it became a private company in April 2022, and is a Trustee Emeriti of Providence College. Mr. Killian also served as a Trustee and Chairman of the Board of Providence College until 2018. Attributes and Skills Mr. Killian has leadership experience at regulated consumer services companies, including experience with financial reporting and internal auditing. Mr. Killian’s experience from his leadership positions at Verizon Communications, Inc., Bell Atlantic and NYNEX CableComms Limited supports the Board in its oversight of the Company’s auditing, financial, operating, and strategic planning activities, and the Company’s relationships with stakeholders. | | Board Committees: •Audit (Chair) •Corporate Governance and Nominating •Executive •Management Development and Compensation | |
Karol V. Mason
Karol V. Mason
Karol V. Mason
| Director Since: 2021 | Age: 68 |
Karol V. Mason
| | Career Highlights Ms. Mason has been President of John Jay College of Criminal Justice, a senior liberal arts college in the City University of New York system focused on educating students through a justice lens, since August 2017. Ms. Mason was an Assistant Attorney General for the Office of Justice Programs within the United States Department of Justice from June 2013 until January 2017 and a Deputy Associate Attorney General within the United States Department of Justice from April 2009 until February 2012. Ms. Mason was an attorney at the law firm of Alston & Bird LLP from November 1983 until April 2009, where she served as a partner from January 1990 until April 2009 and served again, as a partner, from February 2012 through May 2013. Ms. Mason was a Judicial Law Clerk for The Honorable Judge John F. Grady of the United States District Court for the Northern District of Illinois from October 1982 until October 1983. Other Directorships Ms. Mason is a Trustee of Con Edison of New York and has been a member of the Independent Rikers Commission since November 2023 and the Board of the Volcker Alliance since January 2025. Ms. Mason is also on the Advisory Board of Carolina Performing Arts at the University of North Carolina at Chapel Hill (“UNC-Chapel Hill”) and the Fines and Fees Justice Center. Ms. Mason served as a Trustee and Vice Chairman of UNC-Chapel Hill and served on the Arts & Sciences Foundation and National Development Council of UNC-Chapel Hill. Ms. Mason also served as a Director or Trustee of the Woodruff Arts Center until 2013, the Children’s HealthCare of Atlanta until 2009, the High Museum of Art until 2009, the National Black Arts Festival until 2000, Wesley Homes until 2008, and the City of Atlanta-Fulton County Recreation Authority until 1998. Attributes and Skills Ms. Mason has experience leading a prominent public liberal arts college that focuses on educating students through a justice lens. Ms. Mason also has legal experience. Ms. Mason’s experience from her leadership position at John Jay College of Criminal Justice, City University of New York and her legal experience, supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders. | | Board Committees: •Corporate Governance and Nominating •Safety, Environment, Operations and Sustainability | |
Karol V. Mason
| | Consolidated Edison, Inc. Proxy Statement 13 |
Dwight A. McBride
Dwight A. McBride
Dwight A. McBride
| Director Since: 2021 | Age: 58 |
Dwight A. McBride
| | Career Highlights Dr. McBride has been the Executive Director of the Center for the Study of Race, Ethnicity & Equity since June 2024 and the Gerald Early Distinguished Professor and a Senior Advisor to the Chancellor at Washington University in St. Louis since August 2023. Previously, Dr. McBride served as President of The New School in New York City from April 2020 to August 2023. Prior to joining The New School, Dr. McBride served as Provost and Executive Vice President for Academic Affairs at Emory University. Dr. McBride previously held other academic leadership roles that all together span more than two decades, including faculty positions at the University of Pittsburgh, the University of Illinois at Chicago, Northwestern University, Emory University, The New School and Washington University in St. Louis, where he has taught various courses in English and American literature, African American studies, gender and sexuality studies, cultural studies, and performance studies. Dr. McBride has published six books, numerous essays, and is the Founding Co-Editor of the James Baldwin Review and Founding Co-Director of the Academic Leadership Institute. Other Directorships Dr. McBride is a Trustee of Con Edison of New York, the Institute of International Education (since 2021) and the Dan David Prize (since 2021). Most recently, he joined the boards of the St. Louis Art Museum (beginning January 2025) and of Opera Theatre of St. Louis (beginning March 2025). Dr. McBride has also served as a Trustee of The Cooper Union (until 2020), as a Director of the Illinois Humanities Council (until 2017), the Association of American Colleges & Universities (until 2016), the About Face Theater Company (until 2012), and the Center on Halsted (until 2009). Attributes and Skills Dr. McBride has extensive experience in higher education and leadership experience at universities and other large and complex organizations with diverse stakeholders. Dr. McBride’s executive experience from the considerable leadership positions he has held in academia along with his service on other boards, supports the Board in its oversight of the Company’s operations and management activities, strategic planning, and relationships with stakeholders. | | Board Committees: •Management Development and Compensation •Safety, Environment, Operations and Sustainability | |
Dwight A. McBride
| 14 Consolidated Edison, Inc. Proxy Statement | |
William J. Mulrow
William J. Mulrow
William J. Mulrow
| Director Since: 2017 | Age: 70 |
William J. Mulrow
| | Career Highlights Mr. Mulrow was Senior Advisory Director at Blackstone, the world’s largest alternative asset management firm, from May 2017 to December 2025. Previously, he served as Secretary to former New York State Governor Andrew Cuomo from January 2015 to April 2017 and was a Senior Managing Director at Blackstone from April 2011 to January 2015. From 2005 to 2011, he was a Director of Citigroup Global Markets Inc. Mr. Mulrow also held various management positions at Paladin Capital Group, Gabelli Asset Management, Inc., Rothschild Inc., and Donaldson, Lufkin & Jenrette Securities Corporation. In addition, Mr. Mulrow served in a number of other government positions, including Chairman of the New York State Housing Finance Agency and State of New York Mortgage Agency. Other Directorships Mr. Mulrow is a Trustee of Con Edison of New York. Mr. Mulrow also serves as a Director and member of the Nominating and Governance Committee at JBG Smith Properties and a Director and member of the Compensation and Nominating and Governance Committees at Titan Mining Corporation. Mr. Mulrow also served as a Director of Arizona Mining, Inc. until 2018. Attributes and Skills Mr. Mulrow has leadership experience in both the public and the private sectors. Mr. Mulrow also has financial, accounting and asset management experience from his leadership positions at Blackstone, New York State government, and his service on other boards, which supports the Board in its oversight of the Company’s financial and strategic planning activities. | | Board Committees: •Finance •Management Development and Compensation •Safety, Environment, Operations and Sustainability | |
Michael W. Ranger
Michael W. Ranger
Michael W. Ranger
| Director Since: 2008 | Age: 68 |
Michael W. Ranger
| | Career Highlights Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, a private equity investment firm, since 2004. Additionally, Mr. Ranger served as President and Chief Executive Officer of Covanta Holding Corporation from 2020 until November 2021. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust. Other Directorships Mr. Ranger is a Trustee of Con Edison of New York. He is a Trustee of the Atlantic Health System and was the Chairman of the Board of Trustees at St. Lawrence University Board until February 2023. Mr. Ranger also served as a Director of KDC Solar LLC through 2019, and Covanta Holding Corporation until November 2021. Attributes and Skills Mr. Ranger has leadership experience at a private equity firm he co-founded and at various investment banking companies. Mr. Ranger has extensive investment and investment banking experience in the energy, utility, and power sector. Mr. Ranger’s experience from his investment activities in the energy and power sector, and his service on other boards, supports the Board in its oversight of the Company’s corporate governance and financial and strategic planning activities. | | Board Committees: •Audit •Corporate Governance and Nominating (Chair and Lead Director) •Executive •Finance •Management Development and Compensation | |
Michael W. Ranger
| | Consolidated Edison, Inc. Proxy Statement 15 |
Linda S. Sanford
Linda S. Sanford
Linda S. Sanford
| Director Since: 2015 | Age: 73 |
Linda S. Sanford
| | Career Highlights Ms. Sanford was Senior Vice President Enterprise Transformation, International Business Machines Corporation (IBM), a multinational technology and consulting corporation, from January 2003 to December 2014. Ms. Sanford joined IBM in 1975. Ms. Sanford was also a consultant to The Carlyle Group serving as an Operating Executive from 2015 to July 2018. Ms. Sanford earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. Other Directorships Ms. Sanford is a Trustee of Con Edison of New York. Ms. Sanford also formerly served as a Director of The Interpublic Group of Companies, ITT Corporation, RELX PLC (formerly Reed Elsevier PLC) and Pitney Bowes. Ms. Sanford is also a Trustee of New York Hall of Science and also serves as a Trustee Emeriti of St. John’s University and Rensselaer Polytechnic Institute. She also served as a Director or Trustee of the Partnership for New York City through January 2015, the State University of New York through May 2015, the Business Council of New York State through May 2015, and the ION Group through January 2021. Attributes and Skills Ms. Sanford has leadership experience at an international technology company, including experience with information technology, data analytics, cybersecurity, manufacturing, customer relations, and corporate planning and transformation. Ms. Sanford’s experience from her leadership positions at IBM, and her service on other boards, supports the Board in its oversight of technology, relationship with stakeholders, and financial and strategic planning activities. | | Board Committees: •Audit •Corporate Governance and Nominating •Finance | |
Deirdre Stanley
Deirdre Stanley
Deirdre Stanley
| Director Since: 2017 | Age: 61 |
Deirdre Stanley
| | Career Highlights Ms. Stanley was Executive Vice President and General Counsel to The Estée Lauder Companies, Inc., one of the world’s leading manufacturers and marketers of quality skin care, makeup, fragrance, and hair care products from October 2019 until April 2024. Ms. Stanley was Executive Vice President and General Counsel to Thomson Reuters from 2008 until October 2019, where she also served as Corporate Secretary to the Board of Directors. Ms. Stanley was Senior Vice President and General Counsel to The Thomson Corporation from 2002 to 2008, when it combined with Reuters PLC to form Thomson Reuters. Prior to 2002, Ms. Stanley held various legal and senior executive positions at InterActive Corporation (previously USA Networks, Inc.) and GTE Corporation (a predecessor company to Verizon). She was also an attorney with the law firm of Cravath, Swaine & Moore. Other Directorships Ms. Stanley is a Trustee of Con Edison of New York. Ms. Stanley is also a Director of PayPal Holdings, Inc. and a Trustee of the Hospital for Special Surgery and a Trustee of The Dalton School. Ms. Stanley also served as a Director of Refinitiv from October 2018 through October 2019. Attributes and Skills Ms. Stanley has leadership, legal and operations experience at an international news and information company and a global consumer products company, including experience with mergers and acquisitions, corporate governance, and risk management. Ms. Stanley’s experience from her leadership positions at The Estée Lauder Companies and Thomson Reuters Corporation, her legal experience and service on other boards supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders. | | Board Committees: •Audit •Corporate Governance and Nominating •Executive •Management Development and Compensation (Chair) | |
Deirdre Stanley
| 16 Consolidated Edison, Inc. Proxy Statement | |
L. Frederick Sutherland
L. Frederick Sutherland
L. Frederick Sutherland
| Director Since: 2006 | Age: 74 |
L. Frederick Sutherland
| | Career Highlights Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of food services, facilities management, and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President, Corporate Banking, at Chase Manhattan Bank, New York. Other Directorships Mr. Sutherland is a Trustee of Con Edison of New York and a Director and the Chair of the Audit Committee of Colliers International Group Inc. and was a Director and the Chair of the Audit Committee of Sterling Check Corp. until its acquisition in November 2024. Mr. Sutherland is also a Trustee of Episcopal Community Services, a Philadelphia-based anti-poverty agency, a Trustee and Chair of the Audit and Compliance Committee of Duke University, and a Trustee of the National Constitution Center. Attributes and Skills Mr. Sutherland has leadership experience at an international managed services company, including experience with financial reporting, internal auditing, mergers and acquisitions, financing, risk management, corporate compliance, and corporate planning. Mr. Sutherland also has corporate banking experience. Mr. Sutherland’s experience from his leadership positions at Aramark Corporation and Chase Manhattan Bank supports the Board in its oversight of the Company’s financial reporting, auditing, and strategic planning activities. | | Board Committees: •Audit •Finance (Chair) •Management Development and Compensation | |
Catherine Zoi
Catherine Zoi
Catherine Zoi
| Director Since: 2024 | Age: 64 |
Catherine Zoi
| | Career Highlights Ms. Zoi was a Director and the Chief Executive Officer of EVgo Inc., an electric vehicle fast charging station network, from 2017 until her retirement in November 2023. Prior to joining EVgo Inc., Ms. Zoi has held numerous, senior executive and board positions in the energy industry, government, academia and non-profit sectors, including serving in the Obama Administration as the Assistant Secretary and Acting Under Secretary at the Department of Energy. Other Directorships Ms. Zoi is currently a director of SPAN.IO, Inc., a manufacturer of at-home smart electric panels, and Chair of the Board of Directors of Scale Microgrid Solutions, LLC, a vertically integrated distributed energy company. She was formerly a director of Soli Organic, Inc., an agricultural technology company and was the founder and a director of Odyssey Energy Solutions, Inc., a software company for the distributed energy sector. Attributes and Skills Ms. Zoi has considerable management and leadership experience as a former Chief Executive Officer in an industry that is complimentary to that of the Company. Her experience from her leadership in both government and private enterprise supports the Board in its oversight of the Company’s sustainability, operations and strategic planning activities. | | Board Committees: •Finance •Safety, Environment, Operations and Sustainability (Chair) | |
Catherine Zoi
| | Consolidated Edison, Inc. Proxy Statement 17 |
Catherine Zoi
Meetings and Board Members’ Attendance During 2025, the Board consisted of the following members: Timothy P. Cawley, Brendan Cavanagh, Ellen V. Futter, John F. Killian, Karol V. Mason, Dwight A. McBride, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, L. Frederick Sutherland and Catherine Zoi. Mr. Cavanagh joined the Board on October 1, 2025 and Ms. Futter and Mr. Olivera did not stand for re-election at the 2025 Annual Meeting due to each having reached their 75th birthday. The Board of Directors held nine meetings in 2025. At its meetings, the Board considered a wide variety of matters such as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, human capital management, sustainability, succession planning, cybersecurity, risk management, industry issues, accounting practices and disclosure, and corporate governance practices. The Board also annually holds a meeting devoted to strategic planning and in-depth subjects, at which it receives presentations including by advisors and outside presenters. In 2025, it received a presentation from MarshMcClennan about insurance and climate change. In accordance with the Company’s Corporate Governance Guidelines, the Chair of the Corporate Governance and Nominating Committee, Mr. Ranger, serves as independent Lead Director and, as such, chairs the executive sessions of the independent Directors. The Board routinely holds executive sessions at which only the independent Directors meet. The Company’s independent Directors met four times in executive session during 2025. During 2025, each member of the Board attended more than 75% of the combined meetings of the Board of Directors and the Board Committees on which he or she served during the period in which he or she served. Directors are expected to attend the Annual Meeting. All of the Directors, who then served on the Board, attended the 2025 Annual Meeting of Stockholders, which was held virtually. Corporate Governance The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, Management Development and Compensation, and the Safety, Environment, Operations and Sustainability Committees, and the Standards of Business Conduct, are available on the Company’s website at www.conedison.com/en/investors/shareholder-services. The Standards of Business Conduct apply to all Directors, officers, and employees. The Company intends to post on its website at www.conedison.com/en/investors/shareholder-services, any amendments to its Standards of Business Conduct and a description of any waiver from a provision of the Standards of Business Conduct granted by the Board to any Director or executive officer of the Company within four business days after such amendment or waiver. To date, there have been no such waivers. Leadership Structure The Board consists of a majority of independent Directors (91%). As discussed in the Corporate Governance Guidelines, the Board selects the Company’s Chief Executive Officer and Chairman of the Board in the manner that it determines to be in the best interest of the Company’s stockholders. The Company’s leadership structure combines the role of the Chief Executive Officer and Chairman. The Board believes that this leadership structure is appropriate for the Company due to a variety of factors, including Mr. Cawley’s long-standing knowledge of the Company and the utility industry and his extensive leadership, engineering, financial and operations experience. The Board has an independent Lead Director. Pursuant to our Corporate Governance and Nominating Committee Charter, the Board appoints the members of that Committee annually, one of whom is designated as the Chair of the Committee and the Lead Director of the Board. The Corporate Governance Guidelines further provide that the Lead Director: (1)acts as a liaison between the independent Directors and the Company’s management; (2)chairs the executive sessions of independent Directors and has the authority to call additional executive sessions as appropriate; (3)chairs Board meetings in the Chairman’s absence; (4)coordinates with the Chairman on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board;
Catherine Zoi
| 18 Consolidated Edison, Inc. Proxy Statement | |
Catherine Zoi
(5)is available for consultation and communication with major stockholders as appropriate; and (6)performs such other duties assigned to the Lead Director by the Board. Mr. Ranger has served as Lead Director of our Board since January 2018 and has been a Director since 2008. He is an independent director under New York Stock Exchange standards. In addition to his Lead Director role, his governance responsibilities include chairing the Corporate Governance and Nominating Committee that manages governance risk and advises the Board on corporate governance matters, oversees the Committees and their annual charter reviews, and develops policies to operate the Board to maximize its effectiveness and he also oversees the Board’s succession planning and recruitment efforts. Mr. Ranger is a senior executive of a private equity investment firm and previously served as President and Chief Executive Officer of a company in the energy sector. Previously, he had a long career in investment banking and specialized in the energy and power sector including as a member of the Utility Banking Group of a major bank. He has developed over his years of experience with the Company, a seasoned and long-term perspective and insight into our operations, as well as a thorough understanding of our businesses and an expertise in our industry. Given his extensive experience in the energy, utility and power sector as well as his corporate governance expertise, the independent members of the Board find that he is currently the most appropriate choice to serve as the Company’s independent Lead Director. Pursuant to the Company’s Corporate Governance Guidelines, the Board has oversight responsibility for reviewing the Company’s strategic plans, objectives, and risks, including sustainability, cybersecurity, environmental, social, and governance matters. Each of the standing committees of the Board, other than the Executive Committee, is chaired by an independent Director. Risk Oversight The Board’s primary function is one of oversight. The current Board consists of nine Directors with risk management experience. In connection with its oversight function, the Board oversees the Company’s policies and procedures for managing risk. The Board administers its risk oversight function primarily through its Committees that report to the Board. The Board has oversight of artificial intelligence (AI) and the Board Committees have assumed oversight of various risks that have been identified through the Company’s Enterprise Risk Management (ERM) program. The Audit Committee reviews the Company’s risk assessment and risk management policies and reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and its Committees concerning risks identified through the Company’s ERM program. Those risks have been assessed by the Company as important to it and are reported to the Board on a regular cadence. Cybersecurity Risk Oversight The Company has identified cybersecurity as a key enterprise risk. As the parent company of operators of critical energy infrastructure, the Company requires the continuous operation and availability of information systems and network infrastructure while protecting confidentiality and integrity of the data. Cybersecurity threats are assessed, identified and managed as part of the Company’s Cybersecurity Program, which is an integral part of the corporate-wide ERM program. The ERM program establishes processes to identify emerging issues; monitor, assess and mitigate known risks; align risk exposure to organizational priorities; and inform business decisions and resource allocation. The Cybersecurity Program is aligned with, and audited against, the National Institute of Standards and Technology Cybersecurity Framework and the International Organization for Standardization 27001/27002. In accordance with the Company’s ERM program, management has established a multidisciplinary cybersecurity team including personnel from the technology, operations, legal, compliance, and risk management departments that identifies, assesses and remediates cybersecurity risks. For additional information on the Company's cybersecurity risk management, see Item 1C of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Board of Directors and its Audit Committee oversee the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats. Several Directors have experience with managing broad technical issues. There is a process in place for the Board and the Audit Committee to receive updates and information from the Senior Vice President and Chief Information Officer and Vice President and Chief Information Security Officer, regarding significant and potentially significant cybersecurity incidents and a range of cybersecurity metrics. The Board receives quarterly reports on cybersecurity risks from the Senior Vice President and Chief Information Officer and Vice President and Chief Information Security Officer that address various topics, such as recent developments, vulnerability assessments and third-party and independent reviews. The Audit Committee also meets
Catherine Zoi
| | Consolidated Edison, Inc. Proxy Statement 19 |
Catherine Zoi
annually with the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer in executive session, without management present. At each regular Board meeting (typically at least seven times per year including in 2025), the Board receives a cybersecurity risk update and reviews a cybersecurity dashboard prepared by the Senior Vice President and Chief Information Officer that includes updates on a range of cybersecurity metrics and topics, and on a quarterly basis, the Board receives in-depth presentations on cybersecurity topics including an annual ERM presentation on cybersecurity. In 2025, the Board also conducted a cybersecurity incident response exercise with Company management and advisors. The Audit Committee oversees the ERM program and reviews more in-depth cybersecurity matters and risks on a semi-annual basis. The Company trains employees regularly on potential cybersecurity threats, at least annually; monitors network and computing systems; collaborates with government and industry partners on threat mitigation; collaborates with local, state and federal agencies and utility industry colleagues to identify and employ tools that seek to protect the Company’s operational and information systems and the personal information of its customers and employees from cybersecurity threats; and regularly conducts and participates in exercises to test and further develop prevention and responses to potential cyber and physical threats, both internally and through sector-level and cross-sector exercises led by industry or the U.S. government. Corporate Sustainability The Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers environmental issues (including climate change) and assesses how they impact the Company’s operations, strategies and risk profile. In 2025, the Board received reports or presentations on several sustainability and climate change-related topics, including the Climate Change Adaptation and Resiliency Plans of Con Edison of New York and Orange & Rockland, the Company’s clean energy goals and clean energy commitment, the Company’s climate resilience framework, the Company’s strategy for achieving a clean energy future, and the Company’s strategy for supporting and enhancing customer access to renewables. In addition, the Board has delegated to the appropriate committees, responsibility for the specific sustainability categories relating to the oversight of risks with which such committees are charged. The Safety, Environment, Operations and Sustainability Committee oversees the Company’s efforts relating to corporate responsibility and sustainability, which includes, but is not limited to, operating in a safe, environmentally sensitive and socially responsible manner, guarding the health and safety of the Company’s employees and the public, delivering value to customers and fostering growth to meet the expectations of investors. The Safety, Environment, Operations and Sustainability Committee reviews the Company’s Annual Sustainability Report prior to its publication. In discharging its responsibilities, the Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency, dielectric fluid management, SF6 (sulfur hexafluoride) greenhouse gas emissions, environmental beneficial electrification, and solar connections. In 2025, the Safety, Environment, Operations and Sustainability Committee also reviewed and discussed presentations on energy efficiency, ESG and climate change developments, and CO2 emissions indicators. The Corporate Governance and Nominating Committee is charged with oversight of governance matters and in 2025 reviewed and discussed general governance matters. The Management Development and Compensation Committee’s responsibilities include oversight of sustainability matters relating to human capital management. The Management Development and Compensation Committee annually reviews performance results as well as proposed performance indicators for the following year. Committees not specifically tasked with oversight of sustainability also periodically review matters related to sustainability, as appropriate. As part of its review of strategy and financial plans, the Finance Committee considers the financial sustainability of the Company.
Catherine Zoi
| 20 Consolidated Edison, Inc. Proxy Statement | |
Catherine Zoi
Human Capital
Director Compensation Consultant
Director Compensation Consultant The Corporate Governance and Nominating Committee has retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to periodically provide information, analyses, and objective advice regarding Director compensation. The Corporate Governance and Nominating Committee directs Mercer to: (i) assist it by providing competitive market information on the design of the Director compensation program; (ii) advise it on the design of the Director compensation program and also provide advice on the administration of the program; and (iii) brief it on Director compensation trends among the Company’s compensation peer group and broader industry. Mercer reviewed Director compensation in February 2026. The Board members, including the Chief Executive Officer, consider the recommendations of the Corporate Governance and Nominating Committee. The decisions may reflect factors and considerations in addition to the information and advice provided by Mercer.
Stockholder Engagement
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Timothy P. Cawley(3) | — | — | — | — | | Brendan Cavanagh(4) | 35,000 | 99,000 | — | 134,000 | | Ellen V. Futter | 48,077 | 170,000 | 5,000 | 223,077 | | John F. Killian | 155,000 | 170,000 | — | 325,000 | | Karol Mason | 125,000 | 170,000 | 5,000 | 300,000 | | Dwight A. McBride | 125,000 | 170,000 | 5,000 | 300,000 | | William J. Mulrow | 125,000 | 170,000 | 5,246 | 300,246 | | Armando J. Olivera | 61,538 | 170,000 | 5,000 | 236,538 | | Michael W. Ranger | 195,000 | 170,000 | 170,891 | 535,891 | | Linda S. Sanford | 140,000 | 170,000 | — | 310,000 | | Deirdre Stanley | 154,231 | 170,000 | 41,152 | 365,383 | | L. Frederick Sutherland | 160,000 | 170,000 | 117,973 | 447,973 | | Catherine Zoi | 137,309 | 170,000 | — | 307,309 |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation for the Named Executive Officers for the fiscal years ended December 31, 2025, 2024, and 2023.
Summary Compensation Table
| Name & Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Bonus | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Securities and Exchange Commission Total(5) | Securities and Exchange Commission Total Without Change in Pension Value(6) | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | 2025 | 1,445,833 | 9,773,900 | 2,809,000 | — | 5,768,724 | 102,514 | 19,899,971 | 14,131,247 | | | 2024 | 1,395,833 | 7,993,638 | 2,490,300 | — | 3,001,537 | 102,905 | 14,984,213 | 11,982,676 | | | 2023 | 1,345,833 | 6,661,780 | 2,261,250 | — | 5,828,405 | 79,603 | 16,176,871 | 10,348,466 | | Kirkland Andrews(7) Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 2025 | 836,033 | 1,900,228 | 962,500 | — | — | 184,809 | 3,883,570 | 3,883,570 | | | 2024 | 388,125 | 4,500,000 | 922,100 | — | — | 42,561 | 5,852,786 | 5,852,786 | | Matthew Ketschke President, Con Edison of New York | 2025 | 850,400 | 2,763,968 | 981,700 | — | 1,823,879 | 52,962 | 6,472,909 | 4,649,030 | | | 2024 | 822,000 | 2,470,440 | 927,500 | — | 1,067,504 | 54,131 | 5,341,575 | 4,274,071 | | | 2023 | 789,000 | 1,625,260 | 772,500 | — | 1,658,695 | 48,537 | 4,893,992 | 3,235,297 | | Kamran Ziaee(8) Senior Vice President and Chief Information Officer, Con Edison of New York | 2025 | 534,625 | 1,172,868 | 576,300 | 1,410,000 | — | 100,409 | 3,794,202 | 3,794,202 | | Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 2025 | 717,975 | 1,554,732 | 826,600 | — | — | 209,661 | 3,308,968 | 3,308,968 | | | 2024 | 694,008 | 1,394,034 | 693,000 | — | — | 196,318 | 2,977,360 | 2,977,360 | | | 2023 | 673,233 | 1,268,060 | 633,600 | — | — | 180,457 | 2,755,350 | 2,755,350 |
Summary Compensation Table
Footnotes: (1)The stock awards include both time-based and performance-based stock units. For the performance-based units, dividends and dividend equivalents are not paid and do not accrue on awards until after the Compensation Committee has approved the results of the pre-established objectives. For time-based units, dividends and dividend equivalents do not accrue on unvested awards. The aggregate grant date value is computed in accordance with FASB ASC Topic 718 and reflects the assumptions used for the Company’s financial statements. (See Note O to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.) The actual value to be realized, if any, for performance-based awards made to the Named Executive Officers will depend on the satisfaction of certain pre-established objectives, the performance of Company Common Stock, and for the time-based awards, on the Named Executive Officer’s continued service. The awards granted for fiscal year 2025 are set forth on the “Grants of Plan-Based Awards Table.” Based on the fair value per share at grant date, the following are the maximum potential values of the performance units granted under the long term incentive plan to each Named Executive Officer for the 2025–2027 performance period, assuming the maximum level of performance is achieved: Mr. Cawley $15,931,457; Mr. Andrews 3,097,372; Mr. Ketschke $4,505,268; Mr. Ziaee $1,911,775 and Ms. Donnley $1,554,732. (2)The amounts reflected were awarded under the annual incentive plan. (3)Amounts do not represent actual compensation received. Instead, the amounts represent the aggregate changes to the actuarial present value for Messrs. Cawley and Ketschke of the accumulated pension benefit based on the difference between the amounts required to be disclosed in the “Pension Benefits Table” for the year indicated and the amounts reported or that would have been reported in the “Pension Benefits Table” for the previous year.
Summary Compensation Table
| | Consolidated Edison, Inc. Proxy Statement 73 |
Summary Compensation Table
Summary Compensation Table (4)For 2025, the amount reported in the “All Other Compensation” column for each Named Executive Officers is as follows:
Summary Compensation Table
| | Timothy P. Cawley | Kirkland Andrews | Matthew Ketschke | Kamran Ziaee | Deneen L. Donnley | | | ($) | ($) | ($) | ($) | ($) | | Personal use of Company provided vehicle | 14,758 | 9,950 | 13,750 | 13,822 | 4,881 | | Driver services or other transportation-related costs | 16,941 | — | — | — | — | | Property security assessment costs | 8,440 | — | — | — | — | | Financial planning | 19,000 | — | 13,700 | 13,700 | 13,700 | | Supplemental health insurance | — | — | — | — | 328 | | Company matching contributions: | | | | | | | Qualified savings plan | 10,500 | 3,144 | 10,500 | 20,945 | 20,955 | | Non-qualified deferred income plan | 32,875 | — | 15,012 | 10,073 | 22,079 | | Company non-elective contributions: | | | | | | | Qualified defined contribution pension formula | — | 27,956 | — | 27,956 | 9,875 | | Non-qualified defined contribution pension formula | — | 143,759 | — | 13,913 | 137,843 | | Total | 102,514 | 184,809 | 52,962 | 100,409 | 209,661 |
Summary Compensation Table
The value of the items in the table are based on the aggregate incremental cost, which, except for the Company-provided vehicle, is the actual cost to the Company from providing such benefits. The cost of the Company-provided vehicle was determined based on the personal use of the vehicle as a percentage of total usage compared to the lease value of the vehicle. The Company did not provide above-market or preferential earnings with respect to the non-qualified deferred compensation arrangements. The security costs result from recommendations of independent security evaluations conducted for the NEOs including the property security assessment costs deemed necessary during 2025 for Mr. Cawley. For more information concerning the security studies conducted, please see "Compensation Elements - Retirement and Other Benefits - Perquisites and Personal Benefits" above. (5)Represents, for each Named Executive Officer, the total of all other columns of the table under the applicable SEC rules. (6)To show the effect that the year-over-year change in pension value had on total compensation, this column is included to show total compensation minus the change in pension value. The amounts reported in the “SEC Total Without Change in Pension Value” column may differ substantially from the amounts reported in the “SEC Total” column required under SEC rules and are not a substitute for total compensation. The “SEC Total Without Change in Pension Value” column represents total compensation, as required under applicable SEC rules, minus the change in pension value reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column. (7)Mr. Andrews was not an employee of the Company for 2023 and his salary as listed above for 2024 represents the period from his start date, July 8, 2024 to December 31, 2024. At hire, the MD&C approved a one-time make whole grant for Mr. Andrews in the amount of $4,500,000, which resulted in 50,893 time-based restricted stock units scheduled to vest in 34%, 33% and 33% installments on the first, second and third anniversaries, respectively. The vesting is subject to his continued employment in good standing with the Company on the applicable vesting dates. (8)Mr. Ziaee was not an Named Executive Officer of the Company for 2024 and not an employee of the Company in 2023. He joined the Company in December 2024 and the bonus amount for 2025 reflects the first installment of the three year make whole award granted to him upon employment and a one-time payment to offset his exclusion from the 2024 EIP payment. Please refer to page 51 of the CD&A for a discussion of his compensation arrangements in his offer letter upon employment.
Summary Compensation Table
| 74 Consolidated Edison, Inc. Proxy Statement | |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth certain information with respect to the grant of equity plan awards and non-equity incentive plan awards awarded to the Named Executive Officers for the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards Table
| Name & Principal Position | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units(3) | Grant Date Fair Value of Stock Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | 2/19/2025 | $978,750 | $1,957,500 | $3,915,000 | 22,590 | 75,300 | 143,070 | | 7,012,689 | | | 2/19/2025 | | | | | | | 32,200 | 2,761,211 | | Kirkland Andrews Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 2/19/2025 | $335,350 | $670,700 | $1,341,400 | 4,380 | 14,600 | 27,740 | | 1,359,698 | | | 2/19/2025 | | | | | | | 6,300 | 540,530 | | Matthew Ketschke President, Con Edison of New York | 2/19/2025 | $341,100 | $682,200 | $1,364,400 | 6,390 | 21,300 | 40,470 | | 1,983,669 | | | 2/19/2025 | | | | | | | 9,100 | 780,299 | | Kamran Ziaee Senior Vice President and Chief Information Officer, Con Edison of New York | 2/19/2025 | $200,800 | $401,600 | $803,200 | 2,700 | 9,000 | 17,100 | | 838,170 | | | 2/19/2025 | | | | | | | 3,900 | 334,698 | | Deneen Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 2/19/2025 | $288,000 | $576,000 | $1,152,000 | 3,600 | 12,000 | 22,800 | | 1,117,560 | | | 2/19/2025 | | | | | | | 5,100 | 437,172 |
Grants of Plan-Based Awards Table
Footnotes: (1)Represents the annual cash incentive award opportunity awarded under the Company’s annual incentive plan. (2)Represents grants of performance-based units for the 2025–2027 performance period granted under the Company’s long term incentive plan. Based on the fair value at grant date, the following are the maximum potential values of the performance-based units granted to each Named Executive Officer under the long term incentive plan for the 2025-2027 performance period, assuming the maximum level of performance is achieved: Mr. Cawley $13,324,109; Mr. Andrews $2,583,426; Mr. Ketschke $3,768,971; Mr. Ziaee $1,592,523; and Ms. Donnley $2,123,364. (3)Represents the grant of time-based units to vest in full on December 31, 2027. (4)The “Grant Date Fair Value of Stock Awards” column for the reflects the grant date fair value of the performance units for the NEOs for the 2025–2027 performance period and the grant date fair value of the time-based units.
Grants of Plan-Based Awards Table
| | Consolidated Edison, Inc. Proxy Statement 75 |
Outstanding Equity Awards Table
Outstanding Equity Awards Table The following table sets forth certain information with respect to all unvested stock awards previously awarded to the Named Executive Officers as of the fiscal year ended December 31, 2025.
Outstanding Equity Awards Table
| | STOCK AWARDS | | | | Equity Incentive Plan Awards: Number of unearned shares, units or other rights held that have not vested | Equity Incentive Plan Awards: Market or Payout Value of unearned shares, units or other rights that have not vested(1) | | Name & Principal Position | (#) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | 63,400(2) | $6,296,888 | | | 27,200(3) | $2,701,504 | | | 75,300(4) | $7,478,796 | | | 32,200(5) | $3,198,104 | | Kirkland Andrews Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 33,590(6) | $3,336,158 | | | 14,600(4) | $1,450,072 | | | 6,300(5) | $625,716 | | Matthew Ketschke President, Con Edison of New York | 19,600(2) | $1,946,672 | | | 8,400(3) | $834,288 | | | 21,300(4) | $2,115,516 | | | 9,100(5) | $903,812 | | Kamran Ziaee Senior Vice President and Chief Information Officer, Con Edison of New York | 9,000(4) | $893,880 | | | 3,900(5) | $387,348 | | Deneen Donnley Senior Vice President and General Counsel of the Company | 11,100(2) | $1,102,452 | | | 4,700(3) | $466,804 | | | 12,000(4) | $1,191,840 | | | 5,100(5) | $506,532 |
Outstanding Equity Awards Table
Footnotes: (1)The value was calculated using the closing price of the Company’s Common Stock on December 31, 2025 of $99.32 per share. (2)The number of performance units and payment amount of the performance units will be determined as of December 31, 2026 based on satisfaction of performance goals for the 2024–2026 performance cycle. (3)Represents time-based units that will vest in full on December 31, 2026, subject to continued service. (4)The number of performance units and payment amount of the performance units will be determined as of December 31, 2027 based on satisfaction of performance goals for the 2025–2027 performance cycle. (5)Represents time-based units that will vest in full on December 31, 2027, subject to continued service. (6)Represents the remaining unvested time-based restricted stock units from the one-time make whole grant made at hire.
Outstanding Equity Awards Table
| 76 Consolidated Edison, Inc. Proxy Statement | |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth certain information with respect to all stock awards vested in 2025 for the Named Executive Officers.
Option Exercises and Stock Vested Table
| | STOCK AWARDS | | | | Number of Shares acquired on Vesting | Value Realized on Vesting | | Name & Principal Position | (#) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | 22,400 | 2,237,536(1) | | | 33,773 | 3,847,420(2) | | Matthew Ketschke President, Con Edison of New York | 5,500 | 549,395(1) | | | 8,217 | 936,081(2) | | Deneen Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 4,300 | 429,527(1) | | | 6,405 | 729,658(2) |
Option Exercises and Stock Vested Table
Footnotes: (1)Represents the vesting of each Named Executive Officer’s (except for Messrs. Andrews and Ziaee who were not employed on the date of grant and therefore not included in the table) time-based stock unit award for the 2023–2025 period, valued at $99.89 the closing price of the Company’s Common Stock on December 30, 2025, the day before vesting, in accordance with the terms of the Company's long term incentive plan. (2)Represents the vesting of each Named Executive Officer’s (except for Messrs. Andrews and Ziaee who were not employed on the date of grant and therefore not included in the table) performance unit award for the 2023–2025 performance period, valued at $113.92, the closing price of the Company’s Common Stock on February 17, 2026. The actual number of shares received by each Named Executive Officer for the performance unit awards will depend upon the performance of the metrics and each individual’s payout election under the Company’s long term incentive plan.
Option Exercises and Stock Vested Table
| | Consolidated Edison, Inc. Proxy Statement 77 |
Pension Benefits
Pension Benefits Pension Plan Benefits The tax-qualified defined benefit pension plan covers the Named Executive Officers hired before 2017 . The defined benefit pension plan was closed to new management and rehired management employees as of December 31, 2016 and, as a result, excludes Messrs. Andrews and Ziaee and Ms. Donnley. The supplemental retirement income plan provides certain highly compensated employees, including the Named Executive Officers, whose benefits are limited by the Internal Revenue Code, with that portion of their defined benefit pension benefit that represents the difference between: (i) the amount they would have received under the defined benefit pension plan absent Internal Revenue Code limitations; and (ii) the amount actually paid from the defined benefit pension plan. All amounts under the supplemental retirement income plan are paid out of the Company’s general assets. For management employees who participate in the defined benefit pension plan and who were hired before January 1, 2001, including Messrs. Cawley and Ketschke, pension benefits are based on: (i) the participant’s highest average salary for 48 consecutive months within the 120 consecutive months prior to retirement (“final average salary”); (ii) the portion of final average salary in excess of the Social Security Wage Base ($176,100 for 2025) in the year of retirement; and (iii) the participant’s length of service. For purposes of the supplemental retirement income plan’s final average salary formula, a participant’s salary for a year is deemed to include any award under the Company’s annual incentive plans paid for that year. Participants in the retirement plan’s final average salary formula whose age and years of service equal 75, including Messrs. Cawley and Ketschke, are entitled to an immediate or deferred lifetime annuity or a lump sum. Employees receiving retirement benefits under the final average salary formula are eligible to receive subsidized retiree medical benefits upon retirement. For management employees who participate in the defined benefit pension plan and who were hired on or after January 1, 2001 but before January 1, 2017, pension benefits are based on a cash balance formula that is expressed as a hypothetical account balance. Under the defined benefit pension plan’s cash balance formula, the Company provides each participant with two allocations: (i) an allocation based on the participant’s annual compensation (a compensation credit) and (ii) an allocation based on an interest percentage (an interest credit). The compensation credit percent, which can range from 4% to 7% depending on the participant’s age and years of service, is applied to the participant’s compensation during the quarter. In addition, a participant whose compensation exceeds the Social Security Wage Base will receive a 4% credit on the amount of his or her compensation that exceeds the Social Security Wage Base. Cash balance accounts receive a quarterly interest credit at a rate equal to one-quarter (1/4) of the annual interest rate payable on the 30-year U.S. Treasury bond, subject to a minimum annual rate of 3% and a maximum annual rate of 9%. Benefit distributions are made in the form of an immediate or deferred lifetime annuity or a lump sum payment. Management employees hired or rehired by Con Edison of New York, Orange & Rockland, or Con Edison Transmission, on or after January 1, 2017, including Messrs. Andrews and Ziaee and Ms. Donnley, participate in the defined contribution pension formula within the savings plan. Until December 31, 2021, management employees covered under the cash balance formula in the defined benefit plan could have made an election to earn future retirement benefits under the defined contribution pension formula in the savings plan rather than the defined benefit pension plan. The defined contribution pension formula in the savings plan for employees of Con Edison of New York, Orange & Rockland, and Con Edison Transmission provides the same level of Company compensation credits for a participant as the cash balance formula in the defined benefit pension plan. Under the defined contribution pension formula in the savings plan, participating employees make their own investment elections and are responsible for their own investment results. The following table shows how the compensation credit is calculated for Messrs. Andrews and Ziaee and Ms. Donnley.
Pension Benefits
| Age Plus Years of Service | Crediting Rate on Compensation | Plus | Crediting Rate on Compensation Above Social Security Wage Base | | | (%) | + | (%) | | At Least 50 but less than 65 | 6 | | 4 | | 65 and Over | 7 | | 4 |
Pension Benefits
| 78 Consolidated Edison, Inc. Proxy Statement | |
Pension Benefits
Pension Benefits Defined Benefit Pension Table The following table shows certain pension benefits information for each Named Executive Officer, except for Messrs. Andrews and Ziaee and Ms. Donnley (who were not eligible for the plan) as of December 31, 2025.
Pension Benefits
| Name & Principal Position | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments during Last Fiscal Year | | | | (#) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | Retirement Plan | 39 | 2,332,797 | — | | | Supplemental Retirement Income Plan | 39 | 25,068,407 | — | | Matthew Ketschke President, Con Edison of New York | Retirement Plan | 31 | 1,511,032 | — | | | Supplemental Retirement Income Plan | 31 | 6,056,150 | — |
Pension Benefits
(1)Amounts were calculated as of December 31, 2025 using the assumptions that were used for the Company’s financial statements. (See Note E to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for material assumptions).
Pension Benefits
| | Consolidated Edison, Inc. Proxy Statement 79 |
Pension Benefits
Deferred Income Plan All management employees, including the Named Executive Officers, whose benefits under the tax-qualified savings plan, are described on page 69, are subject to the compensation limit in the Internal Revenue Code, are eligible to participate in a deferred income plan, a non-qualified deferred compensation plan. (The Internal Revenue Code limit for 2025 was $350,000.) The deferred income plan permits participating employees, including the Named Executive Officers, to defer on a before-tax basis: (i) up to 50% of their base salary; (ii) all or a portion of their annual incentive award; and (iii) the cash value of any restricted stock unit awards. Under the deferred income plan, the Company credits participating employees with a Company matching contribution on that portion of their contributions that cannot be matched under the tax-qualified savings plan because of Internal Revenue Code limitations. Participants whose benefits under the defined contribution pension formula in the savings plan were subject to the compensation limits in the Internal Revenue Code in 2018, received those benefits in the deferred income plan. Earnings on amounts contributed under the deferred income plan reflect investment in accordance with participating employees’ investment elections. Deferrals and any earnings thereon are always 100% vested. Company non-elective contributions vest 100% three years after a participating employee’s date of hire. There were no above-market or preferential earnings with respect to the deferred income plan. Individuals participating in the deferred income plan may elect to receive the performance of institutionally-managed funds. Participants may change their investment allocation once per calendar quarter. All amounts distributed from the deferred income plan are paid out of the Company’s general assets. Savings Plan Employees who participate in the savings plan, including the Named Executive Officers, may contribute up to 50% of their compensation on a before-tax basis and/or an after-tax basis, into their savings plan accounts. For Messrs. Cawley and Ketschke, whose pension benefit is based on the final average salary formula in the defined benefit pension plan, the Company matches 50% for each dollar contributed by participating employees on the first 6% of their regular earnings. For Messrs. Andrews and Ziaee and Ms. Donnley, each of whom participates in the defined contribution pension formula in the savings plan, the Company matches 100% for each dollar contributed by such participating employees on the first 4% of their regular earnings plus an additional 50% for each dollar contributed on the next 4% of their regular earnings. Under the defined contribution pension formula in the savings plan, the Company makes non-elective employer contributions for employees of Con Edison of New York, Orange & Rockland, and Con Edison Transmission at the same level as it would under the cash balance formula in the defined benefit pension plan. Management employees who participate in the defined contribution pension formula and are subject to Internal Revenue Code limits, are eligible to participate in the supplemental defined contribution pension formula. The cash balance formula and the defined contribution pension formula are both described in the narrative to the “Defined Benefit Pension Table” on page 79. Amounts deferred under the savings plan and the deferred income plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table.” Company matching contributions and non-elective contributions under the defined contribution pension formula to the Named Executive Officers under the savings plan and the deferred income plan are shown in the “All Other Compensation” column of the “Summary Compensation Table.” Amounts realized upon vesting of stock awards that were deferred into the deferred income plan, if any, are shown on the “Value Realized on Vesting” column of the “Option Exercises and Stock Vested Table” on page 77.
Pension Benefits
| 80 Consolidated Edison, Inc. Proxy Statement | |
Pension Benefits
Non-Qualified Deferred Compensation Table The following table sets forth certain information with respect to non-qualified deferred compensation for each Named Executive Officer as of December 31, 2025.
Pension Benefits
| Name & Principal Position | Plan Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings/ (Losses) in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(4) | | | | ($) | ($) | ($) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | Deferred Income Plan | 65,750 | 32,875 | 472,341 | — | 3,502,624 | | Kirkland Andrews Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | Deferred Income Plan | — | — | — | — | — | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 143,759 | 21,636 | — | 173,777 | | Matthew Ketschke President, Con Edison of New York | Deferred Income Plan | 401,024 | 15,012 | 98,671 | — | 766,588 | | Kamran Ziaee Senior Vice President and Chief Information Officer, Con Edison of New York | Deferred Income Plan | 38,703 | 10,073 | 1,305 | — | 50,081 | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 13,913 | 919 | — | 14,832 | | Deneen Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | Deferred Income Plan | 133,388 | 22,079 | 81,352 | — | 791,898 | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 137,843 | 117,137 | — | 771,652 |
Pension Benefits
Footnotes: (1)Amounts set forth under “Executive Contributions in Last FY” column are reported in either: (i) the “Salary” column of the “Summary Compensation Table” on pages 73 through 74; (ii) the “Value Realized on Vesting” column of the “Option Exercises and Stock Vested Table” on page 77; or (iii) the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” of the Company’s Proxy Statements for its 2025 and 2026 annual meetings of stockholders, as applicable. Mr. Andrews has not chosen to participate in the Deferred Income Plan. (2)The amounts set forth under the “Registrant Contributions in Last FY” column are reported in the “All Other Compensation” column of the “Summary Compensation Table” on pages 73 through 74. (3)Represents earnings or losses on accounts for fiscal year 2025. No amounts set forth under “Aggregate Earnings/(Losses) in Last FY” column have been reported in the “Summary Compensation Table” on pages 73 through 74, as there were no above-market or preferential earnings credited to any Named Executive Officer’s account.
Pension Benefits
| | Consolidated Edison, Inc. Proxy Statement 81 |
Pension Benefits
(4)Aggregate account balances in the non-qualified deferred compensation plans as of December 31, 2025:
Pension Benefits
| Deferred Income Plan | Timothy P. Cawley | Kirkland Andrews | Matthew Ketschke | Kamran Ziaee | Deneen Donnley | | | ($) | ($) | ($) | ($) | ($) | | Executive contributions | 1,475,314 | — | 513,014 | 38,703 | 502,857 | | Company matching contributions | 207,440 | — | 71,007 | 10,787 | 124,075 | | Company non-elective contributions | — | — | — | — | — | | Earnings | 1,819,870 | — | 182,567 | 1,314 | 164,966 | | Total | 3,502,624 | — | 766,588 | 50,804 | 791,898 | | Supplemental Defined Contribution Pension Plan | Timothy P. Cawley | Kirkland Andrews | Matthew Ketschke | Kamran Ziaee | Deneen Donnley | | | ($) | ($) | ($) | ($) | ($) | | Company non-elective contributions | — | 21,687 | — | 13,913 | 574,929 | | Earnings | — | 152,090 | — | 919 | 196,723 | | Total | — | 173,777 | — | 14,832 | 771,652 |
Pension Benefits
| 82 Consolidated Edison, Inc. Proxy Statement | |
Pension Benefits
The Severance Program for Officers of the Company and its subsidiaries (the “Severance Program”) provides compensation to officers, including the Named Executive Officers, in the event of a certain termination of employment or a change in control of the Company. The amount of compensation that would be potentially payable to each Named Executive Officer for each situation is provided in the table. These amounts are estimated and do not necessarily reflect the actual amounts that would be paid to these Named Executive Officers, which would only be known at the time if a termination of employment or change of control occurs. The table reflects the amount that could be payable under the Severance Program assuming such termination occurred on December 31, 2025. The price per share of the Company’s Common Stock on December 31, 2025 was $99.32.
Pension Benefits
| Name & Principal Position | Executive Benefits and Payments Upon Termination(1) | Resignation for any Reason (prior to CIC) or Resignation without Good Reason (following a CIC) | Retirement | Termination without Cause(2) | Termination for Cause | Termination without Cause or Resignation for Good Reason (following a CIC)(3) | Death or Disability | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | Severance | — | — | 5,365,000 | — | 8,772,500 | — | | | Long-term plan incentives(4) | — | 19,675,292 | 19,675,292 | — | 19,675,292 | 19,675,292(5) | | | Deferred income plan | — | — | — | — | — | 1,450,000 | | | Supplemental Retirement Plan payments | — | — | 1,019,283 | — | 2,038,566 | — | | | Benefits and perquisites | — | — | 58,504 | — | 92,008 | — | | | Total(6) | — | 19,675,292 | 26,118,079 | — | 30,578,366 | 21,125,292 | | Kirkland Andrews Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | Severance | — | — | 2,179,800 | — | 3,688,900 | — | | | Long-term plan incentives(4) | — | — | 5,411,946 | — | 5,411,946 | 5,411,946(5) | | | Deferred income plan | — | — | — | — | — | — | | | Supplemental Retirement Plan payments | — | — | 143,800 | — | 287,600 | — | | | Benefits and perquisites | — | — | 58,504 | — | 92,008 | — | | | Total(6) | — | — | 7,794,050 | — | 9,480,454 | 5,411,946 | | Matthew Ketschke President, Con Edison of New York | Severance | — | — | 2,217,200 | — | 3,752,200 | — | | | Long-term plan incentives(4) | — | 5,800,288 | 5,800,288 | — | 5,800,288 | 5,800,288(5) | | | Deferred income plan | — | — | — | — | — | 852,800 | | | Supplemental Retirement Plan payments | — | — | 378,337 | — | 756,674 | — | | | Benefits and perquisites | — | — | 58,504 | — | 92,008 | — | | | Total(6) | — | 5,800,288 | 8,454,329 | — | 10,401,170 | 6,653,088 | | Kamran Ziaee Senior Vice President and Chief Information Officer, Con Edison of New York | Severance | — | — | 1,338,700 | — | 2,275,800 | — | | | Long-term plan incentives(4) | — | — | 1,281,228 | — | 1,281,228 | 1,281,228(5) | | | Deferred income plan | — | — | — | — | — | 535,500 | | | Supplemental Retirement Plan payments | — | — | 86,600 | — | 173,200 | — | | | Benefits and perquisites | — | — | 58,515 | — | 92,030 | — | | | Total(6) | — | — | 2,765,043 | — | 3,822,258 | 1,816,728 | | Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison New York | Severance | — | — | 1,872,000 | — | 3,168,000 | — | | | Long-term plan incentives(4) | — | 3,267,628 | 3,267,628 | — | 3,267,628 | 3,267,628(5) | | | Deferred income plan | — | — | — | — | — | 720,000 | | | Supplemental Retirement Plan payments | — | — | 135,500 | — | 271,000 | — | | | Benefits and perquisites | — | — | 40,189 | — | 55,378 | — | | | Total(6) | — | 3,267,628 | 5,315,317 | — | 6,762,006 | 3,987,628 |
Pension Benefits
(1)Assumes that Messrs. Cawley, Andrews, Ketschke, Mr. Ziaee and Ms. Donnley for 2025 have base salaries of $1,450,000, $838,400, $852,800, $535,500 and $720,000, respectively, and annual bonus targets of 135%, 80%, 80%, 75% and 80%, respectively, and payout
Pension Benefits
| | Consolidated Edison, Inc. Proxy Statement 83 |
Pension Benefits
in accordance with each person’s relative achievement for 2025 as discussed starting on page 60. The amounts listed for benefits and perquisites include health care cost coverage and outplacement costs. The table above does not include the specific benefit amount to be received by each Named Executive Officer upon termination of employment, under the Company’s qualified and non-qualified retirement plans and non-qualified deferred compensation plan (deferred income plan). (2)As per the Severance Program, the Named Executive Officer’s severance benefit pursuant to a termination without “Cause” (before a Change in Control or “CIC”) is equal to: (i) a lump sum equal to any unpaid base salary and annual target bonus prorated through the termination date and any accrued vacation pay; (ii) a lump sum equal to the net present value of one additional year of service credit or compensation credits under the Company’s retirement plans (assuming compensation at Named Executive Officer’s then annual rate of base salary and target annual bonus); (iii) a lump sum equal to 1x the sum of the Named Executive Officer’s then base salary and target annual bonus; (iv) one year continuation of health and life insurance coverage and one year of additional service credit toward eligibility for (but not for commencement of) retiree benefits; and (v) one year of outplacement costs. (3)As per the Severance Program, the Named Executive Officer’s severance benefit under a termination without Cause or resignation for Good Reason (on or following CIC) is equal to the same severance benefit under a termination without Cause (before CIC) as described in footnote (2) except the amounts in clauses (ii), (iii), and (iv) are 2x instead of 1x. (4)Potential payments under the long term incentive plan require the occurrence of a (i) CIC and (ii) qualifying termination of employment (a “CIC Separation from Service”) unless the Compensation Committee determines otherwise. (5)For disclosure purposes, the Compensation Committee is assumed to have acted pursuant to the long term incentive plan to fully accelerate the vesting of target performance unit awards. (6)The total amounts are in addition to: (i) vested or accumulated benefits under the Company’s defined benefit pension plans, 401(k) plans, and non-qualified deferred compensation plans, which are set forth in the compensation disclosure tables; (ii) benefits paid by insurance providers under life and disability insurance policies; and (iii) benefits generally available to all management employees, such as accrued vacation. A description of the assumptions that were used in creating the table for the Named Executive Officers is as follows: Equity Acceleration
Pay Ratio
Pay Ratio The Company is required by SEC rule (Item 402(u) of Regulation S-K) to disclose the median annual total compensation of all employees of the Company (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the “pay ratio”). The pay ratio below is a reasonable estimate based on the Company’s payroll records and the methodology described below and was calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The Company has elected to identify its median employee every three years unless a significant change in the Company’s employee population or employee compensation arrangements has occurred and the last time a median employee was selected was in 2023. In 2023, in order to identify its median employee, the Company reviewed its entire workforce (excluding the Chief Executive Officer, Timothy P. Cawley), consisting of 14,650 full- and part-time employees of the Company and its subsidiaries as of December 31, 2023 and the Company’s median employee was identified by a consistently applied compensation measure using earnings as reported on Internal Revenue Service Form W-2. In making this determination, the Company annualized the compensation of all employees hired during 2023 and did not make any cost of living adjustments. This was the same methodology used in the past to identify the Company’s median employee. The Company is using the same median employee for 2025. For 2025, the annual total compensation of the Company’s median employee, as calculated using Summary Compensation Table requirements, was $207,199 and the annual total compensation of the Chief Executive Officer as set forth in the Summary Compensation Table was $19,899,971, including $72,072 and $5,768,724, respectively, that represent the change in pension values for the median employee and for Mr. Cawley. Based on this information, the resulting pay ratio of the Chief Executive Officer’s annual total compensation to the annual total compensation of the Company’s median employee was 96 to 1.
Pay Ratio
| | Consolidated Edison, Inc. Proxy Statement 89 |
Pay Ratio
Pay Versus Performance Disclosure The following table sets forth information regarding the Company’s performance, compensation per the Summary Compensation Table ("SCT"), and the compensation actually paid ("CAP") to our named executive officers, as calculated in accordance with the SEC’s Pay-Versus-Performance (“PvP”) disclosure rule (Item 402(v) of Regulation S-K).
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year (a) | Summary Compensation Table Total for PEO (Cawley) ($) | Compensation Actually Paid to PEO(1) (Cawley) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income(4) ($000s) | Adjusted EPS(5) ($) | | | | | | | Con Ed TSR ($) | S&P 500 Utilities TSR ($) | | | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 19,899,971 | 14,919,003 | 4,364,912 | 4,276,180 | 164 | 159 | 2,023,000 | 5.70 | | 2024 | 14,984,213 | 3,737,463 | 4,145,530 | 2,148,070 | 143 | 137 | 1,820,000 | 5.40 | | 2023 | 16,176,871 | 12,099,258 | 3,975,767 | 3,097,370 | 141 | 111 | 2,519,000 | 5.07 | | 2022 | 9,592,297 | 15,950,905 | 2,944,374 | 4,757,406 | 142 | 120 | 1,660,000 | 4.57 | | 2021 | 10,342,198 | 11,580,540 | 2,915,228 | 3,326,277 | 123 | 118 | 1,346,000 | 4.39 |
Pay Versus Performance Table
Footnotes: (1)In determining the CAP to our NEOs, the Company is required to make various adjustments to amounts that have been previously reported in the SCT in previous years, as the PvP rule’s valuation methods for this section differ from those required in the SCT. The tables below show the amounts that were deducted and added to SCT total compensation to calculate CAP. PEO SCT Total to CAP Reconciliation:
Pay Versus Performance Table
| PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation as reported in SCT | 19,899,971 | 14,984,213 | 16,176,871 | 9,592,297 | 10,342,198 | | Subtract pension values reported in SCT | (5,768,724) | (3,001,537) | (5,828,405) | — | (1,500,611) | | Subtract fair value of equity awards granted during fiscal year | (9,773,900) | (7,993,638) | (6,661,780) | (6,076,950) | (5,551,295) | | Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | 924,240 | 260,150 | 215,044 | 164,521 | 246,088 | | Add fair value of equity compensation granted in fiscal year – value at year-end | 11,557,910 | 6,917,049 | 7,472,792 | 8,196,063 | 8,004,570 | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | | Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 1,110,487 | (2,315,013) | 1,292,556 | 4,122,354 | (20,396) |
Pay Versus Performance Table
| 90 Consolidated Edison, Inc. Proxy Statement | |
Pay Versus Performance Table
| PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (3,030,981) | (5,113,761) | (567,820) | (47,380) | 59,986 | | Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | — | — | — | | Compensation Actually Paid to PEO | 14,919,003 | 3,737,463 | 12,099,258 | 15,950,905 | 11,580,540 |
Pay Versus Performance Table
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
Pay Versus Performance Table
| Non-PEO NEOs: Average | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation as reported in SCT | 4,364,912 | 4,145,530 | 3,975,767 | 2,944,374 | 2,915,228 | | Subtract pension values reported in SCT | (455,970) | (259,410) | (627,419) | — | (239,098) | | Subtract fair value of equity awards granted during fiscal year | (1,847,949) | (2,278,153) | (1,726,726) | (1,447,991) | (1,283,438) | | Add pension value attributable to fiscal years’ service and any change in pension value attributable to plan amendments made in the fiscal year | 117,950 | 101,446 | 89,039 | 98,261 | 101,242 | | Add fair value of equity compensation granted in fiscal year – value at year-end | 2,185,396 | 1,881,179 | 1,264,907 | 1,950,109 | 1,840,223 | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | | Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 275,455 | (524,720) | 225,166 | 1,264,090 | 7,692 | | Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (363,614) | (917,802) | 174,492 | (51,437) | (15,572) | | Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | (277,856) | — | — | | Compensation Actually Paid to NEO | 4,276,180 | 2,148,070 | 3,097,370 | 4,757,406 | 3,326,277 |
Pay Versus Performance Table
(2)Our principal executive officer (PEO) in each year was Timothy P. Cawley. The non-PEO named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: •2025: K. Andrews, M. Ketschke, K. Ziaee, D. Donnley •2024: K. Andrews, R. Hoglund, M. Ketschke, D. Donnley, R. Sanchez •2023: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke, M. Noyes •2022: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke •2021: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke (3)Pursuant to the SEC’s PvP rule, the comparison assumes $100 was invested on December 31, 2020 in the Company’s Common Stock. Historic stock price performance is not necessarily indicative of future stock performance. (4)Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. (5)Adjusted EPS is the financial measure from the tabular list of Company Performance Metrics below which in the Company’s assessment represents the most important financial and non-financial performance measures used by the Company to link CAP to the Company’s CEOs and NEOs for the years shown to the Company’s performance. Adjusted EPS as used in this Proxy Statement is a non-GAAP financial measure. Please refer to Appendix A for the "Reconciliation of Non-GAAP Financial Measures."
Pay Versus Performance Table
| | Consolidated Edison, Inc. Proxy Statement 91 |