DEF 14A of Consolidated Edison Inc
Filed Apr 10, 2024 · FY20230001140361-24-019096
Director Nominees
Director Nominees
Director Nominees
| | Name / Age / Tenure / Independence | Primary Occupation / Career Highlight | Diversity | Committee Membership | Other U.S.-Listed Public Company Boards | | | Timothy P. Cawley, 59 Director since 2020 Not Independent Chairman of the Board | 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 | White / Male | ▪ Executive (Chair) | — | | | Ellen V. Futter, 74 Director since 1997 Independent | Interim President of the Markle Foundation, Senior Advisor to the Boston Consulting Group and President Emerita, American Museum of Natural History | White / Female | ▪ Executive ▪ Safety, Environment, Operations and Sustainability | 1 | | | John F. Killian, 69 Director since 2007 Independent | Former Executive Vice President and Chief Financial Officer, Verizon Communications Inc. | White / Male | ▪ Audit (Chair) ▪ Corporate Governance and Nominating ▪ Executive ▪ Management Development and Compensation | 1 | | | Karol V. Mason, 66 Director since 2021 Independent | President, John Jay College of Criminal Justice | Black / African American / Female | ▪ Corporate Governance and Nominating ▪ Safety, Environment, Operations and Sustainability | — | | | Dwight A. McBride, 56 Director since 2021 Independent | Gerald Early Distinguished Professor and Senior Advisor to the Chancellor Washington University in St. Louis | Black / African American / Male / LGBTQ+ | ▪ Management Development and Compensation ▪ Safety, Environment, Operations and Sustainability | — | | | William J. Mulrow, 68 Director since 2017 Independent | Senior Advisory Director, Blackstone | White / Male | ▪ Finance ▪ Management Development and Compensation ▪ Safety, Environment, Operations and Sustainability | 2 | | | Armando J. Olivera, 74 Director since 2014 Independent | Former President and Chief Executive Officer, Florida Power & Light Company | Hispanic / Latino / Male | ▪ Audit ▪ Executive ▪ Finance ▪ Safety, Environment, Operations and Sustainability (Chair) | 2 | | | Michael W. Ranger, 66 Director since 2008 Independent Lead Director | Senior Managing Director, Diamond Castle Holdings LLC | White / Male | ▪ Audit ▪ Corporate Governance and Nominating (Chair and Lead Director) ▪ Executive ▪ Finance ▪ Management Development and Compensation | — |
Director Nominees
| | PROXY STATEMENT SUMMARY |
Director Nominees
| | Name / Age / Tenure / Independence | Primary Occupation / Career Highlight | Diversity | Committee Membership | Other U.S.-Listed Public Company Boards | | | Linda S. Sanford, 71 Director since 2015 Independent | Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation | White / Female | ▪ Audit ▪ Corporate Governance and Nominating ▪ Finance | 1 | | | Deirdre Stanley, 59 Director since 2017 Independent | Former Executive Vice President and General Counsel, The Estée Lauder Companies, Inc. | Black / African American / Female | ▪ Corporate Governance and Nominating ▪ Management Development and Compensation (Chair) | — | | | L. Frederick Sutherland, 72 Director since 2006 Independent | Former Executive Vice President and Chief Financial Officer, Aramark Corporation | White / Male | ▪ Audit ▪ Finance (Chair) ▪ Management Development and Compensation | 2 | | | Catherine Zoi, 62 Director since 2024 Independent | Former Chief Executive Officer, EVgo Inc. | White / Female | ▪ Safety, Environment, Operations and Sustainability | — |
Director Nominees
| ▪ | Proposal No. 1: Election of Directors. The Board of Directors has nominated twelve Directors for election at the Annual Meeting and recommends the election of each of the twelve nominees. The table above provides certain information about the Director nominees. |
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 2024. |
Director Nominees
| ▪ | 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. |
Director Nominees
| ▪ | Proposal No. 4: Vote to Approve the Company’s Stock Purchase Plan. The Board recommends the approval of the Company’s Stock Purchase Plan. |
Proposal No. 1 Election of Directors
Proposal No. 1 Election of Directors Twelve 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. 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. Catherine Zoi joined the Board on February 1, 2024 and is being put forth as 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, diversity, and skills on the Board as evidenced by the proposed slate of director nominees, which is 42% women and 33% racially and ethnically diverse (as self-reported by the Director nominees). The Corporate Governance and Nominating Committee also strives to ensure that the Board is composed of Directors who bring diverse viewpoints, perspectives, professional experiences and backgrounds, and effectively represent the long-term interests of stockholders. The Board and the Corporate Governance and Nominating Committee strongly believe that the Board and the Company benefit from having Directors with diverse backgrounds, viewpoints, and experiences. 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 firm is directed to provide a diverse slate of candidates for the Board’s consideration, including, but not limited to, diverse candidates with respect to gender, race, ethnicity, nationality, and sexual orientation. Each nominee was selected by the Corporate Governance and Nominating Committee and approved by the Board for submission to the Company’s stockholders. Ms. Zoi, who joined the Board on February 1, 2024, was presented as a Board candidate via a professional search firm, which provided a diverse slate of candidates for the Board’s consideration. 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.
Proposal No. 1 Election of Directors
| | Each of the twelve 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. |
Proposal No. 1 Election of Directors
| | Election of Directors |
Information About the Director Nominees
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, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Board has adopted Corporate Governance 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 diversity of the Board (including, but not limited to, diversity of gender, race, ethnicity, nationality, and sexual orientation), 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 experience and backgrounds 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.
Information About the Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
Skills and Experience of Director Nominees
Skills and Experience of Director Nominees
| Skill or Attribute | Timothy P. Cawley | 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 | 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 / Diversity, Equity and Inclusion | ✔ | ✔ | | ✔ | ✔ | | ✔ | | | ✔ | | ✔ | | Investor Relations | ✔ | | ✔ | | | ✔ | ✔ | ✔ | | | ✔ | ✔ | | Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Legal | | ✔ | | ✔ | | | | | | ✔ | | | | M&A | ✔ | | ✔ | | | | | ✔ | | ✔ | ✔ | ✔ | | Regulated Company | ✔ | | ✔ | | | | ✔ | | | | | ✔ | | Risk Management | ✔ | | ✔ | | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Strategic Planning | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Sustainability / Environmental / Climate Change | ✔ | ✔ | | | ✔ | | ✔ | ✔ | | ✔ | | ✔ | | Technical / Engineering | ✔ | | | | | | ✔ | | ✔ | | | ✔ | | Technology | ✔ | | | | ✔ | | ✔ | | ✔ | | ✔ | ✔ | | Utility / Energy | ✔ | | ✔ | | | | ✔ | ✔ | | | | ✔ |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
The makeup of the Director nominees is set forth in the pie charts that follow.
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | Timothy P. Cawley Director since: 2020 Age: 59 Gender: Male Race/Ethnicity: White Board Committees: ▪ Executive (Chair) | | 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 and Chairman of the Board and Director of Orange & Rockland. He is also a Director of the American Gas Association (a member of the Executive and Safety Committees), the Edison Electric Institute and the Partnership for New York City (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. | |
Skills and Experience of Director Nominees
| | Ellen V. Futter Director since: 1997 Age: 74 Gender: Female Race/Ethnicity: White Board Committees: ▪ Executive ▪ Safety, Environment, Operations and Sustainability | | Career Highlights: Ms. Futter is Interim President, Markle Foundation and Senior Advisor to Boston Consulting Group. She is also President Emerita of the American Museum of Natural History, New York, NY, where she served as President from November 1993 until March 15, 2023. Previously, Ms. Futter served as the President of Barnard College, New York, NY, and was a corporate attorney at the Milbank law firm. Other Directorships: Ms. Futter is a Trustee of Con Edison of New York and a Director of Evercore Inc., a global independent investment banking advisory firm. Ms. Futter formerly served as a Director and Chairman of the Federal Reserve Bank of New York and is a Trustee of the Brookings Institution and Cold Spring Harbor Laboratory and a Governing Trustee at the Memorial Sloan-Kettering Cancer Center. She is an ex-officio Trustee of New York City Tourism & Conventions. Attributes and Skills: Ms. Futter has management and operations experience leading major New York not-for-profit entities that provide services to the public. Ms. Futter also has legal and financial experience. Ms. Futter’s experience from her leadership positions at the American Museum of Natural History and Barnard College, and her legal experience, supports the Board in its oversight of the Company’s operations, planning, regulatory activities, and the Company’s relationships with stakeholders. | |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | John F. Killian Director since: 2007 Age: 69 Gender: Male Race/Ethnicity: White Board Committees: ▪ Audit (Chair) ▪ Corporate Governance and Nominating ▪ Executive ▪ Management Development and Compensation | | 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 II, 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. | |
Skills and Experience of Director Nominees
| | Karol V. Mason Director since: 2021 Age: 66 Gender: Female Race/Ethnicity: Black/African American Board Committees: ▪ Corporate Governance and Nominating ▪ Safety, Environment, Operations and Sustainability | | 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. Ms. Mason is also on the Advisory Board of Carolina Performing Arts at the University of North Carolina at Chapel Hill (“UNC-Chapel Hill”), the Institute for Arts and Humanities at 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. | |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | Dwight A. McBride Director since: 2021 Age: 56 Gender: Male Race/Ethnicity: Black/African American Lesbian, Gay, Bisexual, Transgender+: Yes Board Committees: ▪ Management Development and Compensation ▪ Safety, Environment, Operations and Sustainability | | Career Highlights: Dr. McBride has been the Gerald Early Distinguished Professor and Senior Advisor to the Chancellor at Washington University in St. Louis since August 2023. Previously, Dr. McBride was the President of The New School from April 2020 to August 2023. Prior to joining The New School, Dr. McBride served as the Senior Adviser to the President (since 2019), Provost (since 2017) and the Executive Vice President for Academic Affairs at Emory University, Dean and Associate Provost for Graduate Education at Northwestern University, Dean of Liberal Arts & Sciences at the University of Illinois at Chicago, Chair of the Department of African American Studies at Northwestern University, and Head of the Department of African American Studies at the University of Illinois at Chicago—academic leadership roles that all together span more than two decades. Dr. McBride has also held faculty positions at the University of Pittsburgh, the University of Illinois at Chicago, Northwestern University, Emory University, and The New School, where he has taught various courses in English literature 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. Other Directorships: Dr. McBride is a Trustee of Con Edison of New York and the Institute of International Education (since 2021). Dr. McBride is also on the Board of the Dan David Prize. Dr. McBride also served as a Trustee of The Cooper Union (until 2020) and 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. | |
Skills and Experience of Director Nominees
| | William J. Mulrow Director since: 2017 Age: 68 Gender: Male Race/Ethnicity: White Board Committees: ▪ Finance ▪ Management Development and Compensation ▪ Safety, Environment, Operations and Sustainability | | Career Highlights: Mr. Mulrow is a Senior Advisory Director since May 2017 at Blackstone, the world’s largest alternative asset management firm. 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. | |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | Armando J. Olivera Director since: 2014 Age: 74 Gender: Male Race/Ethnicity: Hispanic/Latino Board Committees: ▪ Audit ▪ Executive ▪ Finance ▪ Safety, Environment, Operations and Sustainability (Chair) | | Career Highlights: Mr. Olivera is the retired President & Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor-owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council that focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange that focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. Other Directorships: Mr. Olivera is a Trustee of Con Edison of New York. Mr. Olivera also serves as a Director of Fluor Corporation and is the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive and Governance Committees and previously served on the Audit Committee of Fluor. Mr. Olivera is a Director and Member of the Audit Committee and the Nominating and Corporate Governance Committee of Lennar Corporation. Mr. Olivera served as a Director of AGL Resources, Inc. until July 2016. Mr. Olivera was also a Director of FPL and a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign and a member of the Advisory Council at the Cornell Atkinson Center for Sustainability. Attributes and Skills: Mr. Olivera has leadership, engineering, and operations experience, as well as knowledge of the utility industry. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities. Mr. Olivera’s experience as a consultant on sustainability supports the Board in its oversight of sustainability matters. | |
Skills and Experience of Director Nominees
| | Michael W. Ranger Director since: 2008 Age: 66 Gender: Male Race/Ethnicity: White Board Committees: ▪ Audit ▪ Corporate Governance and Nominating (Chair and Lead Director) ▪ Executive ▪ Finance ▪ Management Development and Compensation | | 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. | |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | Linda S. Sanford Director since: 2015 Age: 71 Gender: Female Race/Ethnicity: White Board Committees: ▪ Audit ▪ Corporate Governance and Nominating ▪ Finance | | 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. Other Directorships: Ms. Sanford is a Trustee of Con Edison of New York and The Interpublic Group of Companies, Inc. Ms. Sanford also formerly served as a Director of 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. | |
Skills and Experience of Director Nominees
| | Deirdre Stanley Director since: 2017 Age: 59 Gender: Female Race/Ethnicity: Black/African American Board Committees: ▪ Corporate Governance and Nominating ▪ Management Development and Compensation (Chair) | | 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 2, 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 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. | |
Skills and Experience of Director Nominees
| | Election of Directors |
Skills and Experience of Director Nominees
| | L. Frederick Sutherland Director since: 2006 Age: 72 Gender: Male Race/Ethnicity: White Board Committees: ▪ Audit ▪ Finance (Chair) ▪ Management Development and Compensation | | 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 a Director and the Chair of the Audit Committee of Sterling Check Corp. Mr. Sutherland is also a Director of WHYY, Philadelphia’s PBS affiliate, a Trustee of Episcopal Community Services, a Philadelphia-based anti-poverty agency, and a Trustee of Duke University, a Trustee of the National Constitution Center, and a Trustee of People’s Light, a not-for-profit professional theater. 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 | |
Skills and Experience of Director Nominees
| | Catherine Zoi Director since: 2024 Age: 62 Gender: Female Race/Ethnicity: White Board Committees: ▪ Safety, Environment, Operations and Sustainability | | 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 a director of Soli Organic, Inc., an agricultural technology company and was formerly 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. | |
Skills and Experience of Director Nominees
| | The Board of Directors |
Skills and Experience of Director Nominees
| THE BOARD OF DIRECTORS |
Meetings and Board Members’ Attendance
Meetings and Board Members’ Attendance During 2023, the Board consisted of the following members: Timothy P. Cawley, Ellen V. Futter, John F. Killian, Karol V. Mason, John McAvoy, Dwight A. McBride, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland. Mr. McAvoy did not stand for re-election at the 2023 Annual Meeting and Ms. Zoi joined the Board in February 2024. The Board of Directors held 10 meetings in 2023. 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, diversity, equity and inclusion, sustainability, succession planning, cybersecurity, risk management, industry issues, accounting practices and disclosure, and corporate governance practices. 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 six times in executive session during 2023. During 2023, 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 that he or she served. Directors are expected to attend the Annual Meeting. All of the Directors, who then served on the Board, attended the 2023 Annual Meeting of Stockholders, which was held virtually.
Corporate Governance
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 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
Leadership Structure The Board consists of a majority of independent Directors (92%). 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:
Leadership Structure
| (i) acts as a liaison between the independent Directors and the Company’s management; |
Leadership Structure
| (ii) chairs the executive sessions of independent Directors and has the authority to call additional executive sessions as appropriate; |
Leadership Structure
| (iii) | chairs Board meetings in the Chairman’s absence; |
Leadership Structure
| (iv) 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; |
Leadership Structure
| | The Board of Directors |
Leadership Structure
| (v) is available for consultation and communication with major stockholders as appropriate; and |
Leadership Structure
| (vi) performs such other duties assigned to the Lead Director by the Board. |
Leadership Structure
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 independent Directors.
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 2024. 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 Highlights
| | Director Compensation |
Stockholder Engagement Highlights
| DIRECTOR COMPENSATION |
Elements of Compensation
| | Director Compensation |
Stock Purchase Plan
| | Director Compensation |
Director Compensation Table
Director Compensation Table The following table sets forth the compensation for the members of the Company’s Board of Directors for the fiscal year ended December 31, 2023.
Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Name | ($) | ($) | ($) | ($) | | Timothy P. Cawley(3) | — | — | — | — | | Ellen V. Futter | 115,000 | 160,000 | — | 275,000 | | John F. Killian | 145,000 | 160,000 | — | 305,000 | | Karol Mason | 115,000 | 160,000 | 1,000 | 276,000 | | John McAvoy(4) | 42,967 | — | — | 42,967 | | Dwight A. McBride | 115,000 | 160,000 | — | 275,000 | | William J. Mulrow | 115,000 | 160,000 | 6,471 | 281,471 | | Armando J. Olivera | 145,000 | 160,000 | 5,000 | 310,000 | | Michael W. Ranger | 180,000 | 160,000 | 36,244 | 376,244 | | Linda S. Sanford | 130,000 | 160,000 | — | 290,000 | | Deirdre Stanley | 135,000 | 160,000 | 10,044 | 305,044 | | L. Frederick Sutherland | 145,000 | 160,000 | 25,459 | 330,459 | | Catherine Zoi(5) | — | — | — | — |
Director Compensation Table
Footnotes:
Director Compensation Table
| (1) On May 16, 2023, each non-employee Director elected at the 2023 Annual Meeting received a grant of 1,625 stock units valued at $98.48 per share, the equivalent of $160,000. The stock units were fully vested at the time of grant. The value of the stock units was computed in accordance with FASB ASC Topic 718. The aggregate number of stock units outstanding for each non-employee Director as of December 31, 2023 was as follows: Ms. Futter—41,847; Mr. Killian—38,087; Ms. Mason—6,328; Dr. McBride—5,906; Mr. Mulrow—11,394; Mr. Olivera—23,603; Mr. Ranger—85,277; Ms. Sanford—20,560; Ms. Stanley—23,570; and Mr. Sutherland—78,777. |
Director Compensation Table
| (2) The “All Other Compensation” column includes matching contributions paid in 2023, or accrued in 2023 and paid in 2024, by the Company, to qualified institutions under its matching gift program. All Directors and employees are eligible to participate in this program. Under the Company’s matching gift program, the Company matches up to a total of $5,000 per eligible participant on a one-for-one basis to qualified institutions per calendar year. It also includes, for Messrs. Mulrow, Ranger, Sutherland and Ms. Stanley, $1,471, $36,244, $25,459 and $10,044, respectively, that represent dividend equivalents accrued on deferred stock units received, at the Director’s election, in lieu of a cash retainer. |
Director Compensation Table
| (3) Mr. Cawley did not receive any compensation for his services as a Director because he is an employee of the Company. |
Director Compensation Table
| (4) Represents fees paid or accrued for the services performed as a director by Mr. McAvoy for the period from January 1 until May 14, 2023. |
Director Compensation Table
| (5) Ms. Zoi joined the Board on February 1, 2024 and did not perform any services nor receive any compensation during 2023. |
Director Compensation Table
| | Stock Ownership |
Director Compensation Table
| STOCK OWNERSHIP |
Tax Deductibility of Pay
| | Summary Compensation Table |
Tax Deductibility of Pay
| SUMMARY COMPENSATION TABLE |
Tax Deductibility of Pay
| Name & Principal Position | Year | Salary | Stock Awards(1) | Bonus | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Securities and Exchange Commission Total(5) | Securities and Exchange Commission Total Without Change in Pension Value(6) | | | (#) | ($) | ($) | | ($) | ($) | ($) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | 2023 | 1,345,833 | 6,661,780 | — | 2,261,250 | 5,828,405 | 79,603 | 16,176,871 | 10,348,466 | | | 2022 | 1,295,833 | 6,076,950 | — | 2,136,900 | — | 82,614 | 9,592,297 | 9,592,297 | | | 2021 | 1,250,000 | 5,551,295 | — | 1,967,200 | 1,500,611 | 73,092 | 10,342,198 | 8,841,587 | | Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 2023 | 895,225 | 1,687,770 | — | 902,600 | 163,493 | 259,354 | 3,908,442 | 3,744,949 | | | 2022 | 861,500 | 1,684,782 | — | 851,700 | — | 245,736 | 3,643,718 | 3,643,718 | | | 2021 | 836,367 | 1,608,575 | — | 791,700 | 140,565 | 213,121 | 3,590,328 | 3,449,763 | | Matthew Ketschke President, Con Edison of New York | 2023 | 789,000 | 1,625,260 | — | 772,500 | 1,658,695 | 48,537 | 4,893,992 | 3,235,297 | | | 2022 | 666,167 | 1,726,692 | — | 677,100 | — | 41,140 | 3,111,099 | 3,111,099 | | | 2021 | 646,000 | 1,608,575 | — | 634,100 | 382,906 | 39,223 | 3,310,804 | 2,927,898 | | Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 2023 | 673,233 | 1,268,060 | — | 633,600 | — | 180,457 | 2,755,350 | 2,755,350 | | | 2022 | 647,817 | 1,290,828 | — | 597,800 | — | 173,018 | 2,709,463 | 2,709,463 | | | 2021 | 628,867 | 903,540 | — | 555,600 | — | 152,537 | 2,240,453 | 2,240,453 | | Robert Sanchez President and Chief Executive Officer, Orange & Rockland (until April 1, 2024) | 2023 | 566,475 | 1,062,670 | — | 613,700 | 1,314,906 | 39,179 | 3,596,930 | 2,282,024 | | | 2022 | 545,075 | 1,089,660 | — | 641,200 | — | 37,282 | 2,313,217 | 2,313,217 | | | 2021 | 529,208 | 1,013,060 | — | 507,200 | 432,919 | 36,850 | 2,519,237 | 2,086,318 | | Mark Noyes(7) Former President and Chief Executive Officer of the Clean Energy Businesses | 2023 | 85,800 | 2,989,871 | 1,500,000 | 89,900 | — | 58,548 | 4,724,119 | 4,724,119 |
Tax Deductibility of Pay
| | Summary Compensation Table |
Tax Deductibility of Pay
| | Grants of Plan-Based Awards Table |
Tax Deductibility of Pay
| GRANTS OF PLAN-BASED AWARDS TABLE |
Tax Deductibility of Pay
| | Outstanding Equity Awards Table |
Tax Deductibility of Pay
| OUTSTANDING EQUITY AWARDS TABLE |
Tax Deductibility of Pay
| | Option Exercises and Stock Vested Table |
Tax Deductibility of Pay
| OPTION EXERCISES AND STOCK VESTED TABLE |
Tax Deductibility of Pay
| | Pension Benefits |
Tax Deductibility of Pay
| PENSION BENEFITS |
Pension Plan Benefits
| | Pension Benefits |
Defined Benefit Pension Table
| | Non-Qualified Deferred Compensation |
Defined Benefit Pension Table
| NON-QUALIFIED DEFERRED COMPENSATION |
Savings Plan
| | Non-Qualified Deferred Compensation |
Non-Qualified Deferred Compensation Table
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, 2023.
Non-Qualified Deferred Compensation Table
| 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 | 60,950 | 30,475 | 457,091 | — | 2,379,533 | | Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | Deferred Income Plan | 1,185,611 | 33,914 | 1,816,444 | — | 7,606,764 | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 161,387 | 281,574 | — | 1,641,803 | | Matthew Ketschke President, Con Edison of New York | Deferred Income Plan | 27,540 | 13,770 | 30,440 | — | 157,889 | | Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | Deferred Income Plan | 117,129 | 20,594 | 51,668 | — | 457,598 | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 107,795 | 40,759 | — | 342,173 | | Robert Sanchez President and Chief Executive Officer, Orange & Rockland | Deferred Income Plan | 14,189 | 7,094 | 53,251 | — | 255,383 | | Mark Noyes(5) Former President, Clean Energy Businesses | Deferred Income Plan | — | — | 94,047 | — | 399,226 | | | Supplemental Defined Contribution Pension Formula in Savings Plan | — | 50,000 | 32,273 | — | 252,985 |
Non-Qualified Deferred Compensation Table
Footnotes:
Non-Qualified Deferred Compensation Table
| (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 2023 and 2024 annual meetings of stockholders, as applicable. |
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
| (3) Represents earnings or losses on accounts for fiscal year 2023. 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. |
Non-Qualified Deferred Compensation Table
| | Non-Qualified Deferred Compensation |
Non-Qualified Deferred Compensation Table
| (4) Aggregate account balances in the non-qualified deferred compensation plans as of December 31, 2023: |
Non-Qualified Deferred Compensation Table
| Deferred Income Plan | | Timothy P. Cawley | Robert Hoglund | Matthew Ketschke | Deneen L. Donnley | Robert Sanchez | Mark Noyes | | | | ($) | ($) | ($) | ($) | ($) | | | Executive contributions | | 1,346,514 | 3,917,273 | 83,370 | 341,548 | 126,274 | 213,641 | | Company matching contributions | | 143,040 | 402,742 | 41,685 | 81,055 | 40,339 | 56,265 | | Company non-elective contributions | | — | 89,089 | — | — | — | — | | Earnings | | 889,979 | 3,197,660 | 32,834 | 34,995 | 88,770 | 129,320 | | | Total | 2,379,533 | 7,606,764 | 157,889 | 457,598 | 255,383 | 399,226 | | Supplemental Defined Contribution Pension Plan | | | | | | | | | Company non-elective contributions | | — | 1,259,160 | — | 313,392 | — | 33,478 | | Earnings | | — | 382,643 | — | 28,781 | — | 219,507 | | | Total | — | 1,641,803 | — | 342,173 | — | 252,985 |
Non-Qualified Deferred Compensation Table
| (5) As part of his compensation arrangements, in 2023, Mr. Noyes received a contribution of $50,000 to his supplemental defined contribution pension formula account in the savings plan. |
Non-Qualified Deferred Compensation Table
| | Potential Payments Upon Termination of Employment or Change in Control |
Non-Qualified Deferred Compensation Table
| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL |
Non-Qualified Deferred Compensation Table
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, 2023. The price per share of the Company’s Common Stock on December 29, 2023 (the last trading day of the year) was $90.97. For information on benefits received by Mr. Noyes in connection with his termination of employment and the sale of the Clean Energy Businesses, please refer to page 84.
Non-Qualified Deferred Compensation Table
| Name & Principal Position | Executive Benefits and Payments Upon Termination(1) | Resignation for any Reason (prior to CIC) or Resignation without Good Reason (following a CIC) | Retirement | Termination without Cause(2) | Termination for Cause | Termination without Cause or Resignation for Good Reason (following a CIC)(3) | Death or Disability | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | Severance | — | — | 4,725,000 | — | 7,762,500 | — | | | Long-term plan incentives(4) | — | 13,381,687(5) | 13,381,687(5) | — | 13,381,687(5) | 13,381,687(5) | | | Benefits perquisites | — | — | 2,566,082 | — | 5,107,163 | 1,350,000 | | | Total(6) | — | 13,381,687 | 20,672,769 | — | 26,251,350 | 14,731,687 | | Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | Severance | — | — | 2,245,300 | — | 3,817,000 | — | | | Long-term plan incentives(4) | — | 3,547,830(5) | 3,547,830(5) | — | 3,547,830(5) | 3,547,830(5) | | | Benefits and perquisites | — | — | 235,917 | — | 446,834 | 898,100 | | | Total(6) | — | 3,547,830 | 6,029,047 | | 7,811,664 | 4,445,930 | | Matthew Ketschke President, Con Edison of New York | Severance | — | — | 2,080,000 | — | 3,520,000 | — | | | Long-term plan incentives(4) | — | 3,529,636(5) | 3,529,636(5) | — | 3,529,636(5) | 3,529,636(5) | | | Benefits and perquisites | — | — | 1,018,836 | — | 2,012,671 | 800,000 | | | Total(6) | — | 3,529,636 | 6,628,472 | — | 9,062,307 | 4,329,636 | | Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | Severance | — | — | 1,621,000 | — | 2,769,200 | — | | | Long-term plan incentives(4) | — | 2,692,712(5) | 2,692,712(5) | — | 2,692,712(5) | 2,692,712(5) | | | Benefits and perquisites | — | — | 149,644 | — | 274,288(5) | 675,400(5) | | | Total(6) | — | 2,692,712 | 4,463,356 | | 5,736,200 | 3,368,112 | | Robert Sanchez President and Chief Executive Officer, Orange & Rockland | Severance | — | — | 1,477,500 | — | 2,500,400 | — | | | Long-term plan incentives(4) | — | 2,265,153(5) | 2,265,153(5) | — | 2,265,153(5) | 2,265,153(5) | | | Benefits and perquisites | — | — | 190,909 | — | 356,818 | 568,300 | | | Total(6) | — | 2,265,153 | 3,933,562 | — | 5,122,371 | 2,833,453 |
Non-Qualified Deferred Compensation Table
| (1) Assumes that Messrs. Cawley, Hoglund, Ketschke, Sanchez, and Ms. Donnley for 2023 have base salaries of $1,350,000, $898,100, $800,000, $568,300 and $675,400, respectively, and annual bonus targets of 125%, 75%, 80%, 80% and 70%, respectively, and payout in accordance with each person’s relative achievement for 2023 as discussed on page 59. The amounts listed for Benefits and perquisites include incremental non-qualified retirement plan amounts |
Non-Qualified Deferred Compensation Table
| | Potential Payments Upon Termination of Employment or Change in Control |
Non-Qualified Deferred Compensation Table
(supplemental retirement income plan), health care cost coverage, death benefit proceeds (deferred income plan), 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).
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
| (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. |
Non-Qualified Deferred Compensation Table
None of the Named Executive Officers is a party to an employment agreement with us (except for the arrangements as described herein in respect of Mr. Noyes).
Payments & Benefits to Mr. Noyes
Payments & Benefits to Mr. Noyes Mr. Noyes departed the Company on March 1, 2023 with the Company’s closing of the sale of the Clean Energy Businesses. His departure did not make him eligible for any payment or benefits pursuant to the Severance Program. Mr. Noyes was a party to, or covered by, the following arrangements.
Payments & Benefits to Mr. Noyes
| ▪ | A letter dated July 6, 2022 with the Company and the Clean Energy Businesses under which he would receive certain additional payments and benefits for his continued employment and contributions in completing the sale of the Clean Energy Businesses, under which, his departure following the sale of the Clean Energy Businesses was treated as a “retirement” pursuant to the Company 2013 Long Term Incentive Plan. As such, a portion of his 2021, 2022 and 2023 LTIP awards vested on a pro rata basis. The total value of the amount that vested was $1,983,071. In addition, 4,545 restricted stock units of his 2022 LTIP award and 462 restricted stock units of his 2023 LTIP Award remain outstanding and continue to be eligible for payment at the same time that active employees are paid out, generally, subject to the actual attainment of the applicable performance objectives. |
Payments & Benefits to Mr. Noyes
| ▪ | Mr. Noyes was a participant in the Con Edison Clean Energy Businesses, Inc. Retention Bonus Plan for Key Executives and, he was eligible for a pro-rata portion of his 2023 annual incentive bonus at the greater of: (i) the actual attainment of the performance measures or (ii) the attainment of the performance measures assuming target levels were attained. Mr. Noyes was paid $89,900 representing the attainment of target levels for certain measures and above target for others. |
Payments & Benefits to Mr. Noyes
| ▪ | A letter dated February 28, 2023 under the Purchase and Sale Agreement dated as of October 1, 2022, by and between the Company and RWE Renewables Americas, LLC pertaining to the transaction bonus in connection with the sale of the Clean Energy Businesses. |
Payments & Benefits to Mr. Noyes
A description of the assumptions that were used in creating the table for the Named Executive Officers is as follows:
Payments & Benefits to Mr. Noyes
| | Potential Payments Upon Termination of Employment or Change in Control |
Incremental Retirement Amounts
| | Potential Payments Upon Termination of Employment or Change in Control |
Payments Upon Termination of Employment in Connection with a Change in Control
Payments Upon Termination of Employment in Connection with a Change in Control As per the Severance Program, the Named Executive Officer will receive certain benefits as described in the table if his other termination of employment is without Cause by the Company or he or she resigns for Good Reason following a Change in Control.
Death Benefit
| | Pay Ratio |
Death Benefit
| PAY RATIO |
Death Benefit
| | Pay Versus Performance Disclosure |
Death Benefit
| PAY VERSUS PERFORMANCE |
Pay Versus Performance Disclosure
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) | Summary Compensation Table Total for PEO (McAvoy) | Compensation Actually Paid to PEO1 (Cawley) | Compensation Actually Paid to PEO 1 (McAvoy) | 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) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $16,176,871 | N/A | $12,099,258 | N/A | $3,975,767 | $3,097,370 | $116.72 | $111.59 | $2,519,000 | $5.07 | | 2022 | $9,592,297 | N/A | $15,950,905 | N/A | $2,944,374 | $4,757,406 | $118.04 | $120.09 | $1,660,000 | $4.57 | | 2021 | $10,342,198 | N/A | $11,580,540 | N/A | $2,915,228 | $3,326,277 | $102.07 | $118.24 | $1,346,000 | $4.39 | | 2020 | $7,463,464 | $15,756,548 | $1,696,155 | $657,256 | $2,499,992 | $1,634,554 | $83.01 | $100.48 | $1,101,000 | $4.18 |
Pay Versus Performance Table
Footnotes:
Pay Versus Performance Table
| (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. The large difference in SCT and CAP values for Mr. McAvoy in 2020 were partially driven by his retirement in December 2020, which caused prorated portions of his outstanding stock awards to be forfeited and reduced their CAP value for 2020 significantly, in addition to the large pension value differences between SCT and CAP amounts. |
Pay Versus Performance Table
PEO SCT Total to CAP Reconciliation (Cawley):
Pay Versus Performance Table
| PEO: Mr. Cawley | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $16,176,871 | $9,592,297 | $10,342,198 | $7,463,464 | | Subtract pension values reported in SCT | $(5,828,405) | $— | $(1,500,611) | $(4,696,808) | | Subtract fair value of equity awards granted during fiscal year | $(6,661,780) | $(6,076,950) | $(5,551,295) | $(1,483,852) | | Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | $215,044 | $164,521 | $246,088 | $98,552 | | Add fair value of equity compensation granted in fiscal year – value at year-end | $7,472,792 | $8,196,063 | $8,004,570 | $1,081,350 | | 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 | $1,292,556 | $4,122,354 | $(20,396) | $(958,666) | | 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 | $(567,820) | $(47,380) | $59,986 | $192,115 | | 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 | $12,099,258 | $15,950,905 | $11,580,540 | $1,696,155 |
Pay Versus Performance Table
| | Pay Versus Performance Disclosure |
Pay Versus Performance Table
PEO SCT Total to CAP Reconciliation (McAvoy):
Pay Versus Performance Table
| PEO: Mr. McAvoy | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | N/A | N/A | N/A | $15,756,548 | | Subtract pension values reported in SCT | N/A | N/A | N/A | $(6,390,264) | | Subtract fair value of equity awards granted during fiscal year | N/A | N/A | N/A | $(6,308,838) | | Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | N/A | N/A | N/A | $260,514 | | Add fair value of equity compensation granted in fiscal year – value at year-end | N/A | N/A | N/A | $1,532,925 | | Add dividends paid on unvested shares/share units and stock options | N/A | N/A | N/A | $— | | 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 | N/A | N/A | N/A | $(5,490,290) | | 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 | N/A | N/A | N/A | $1,296,661 | | 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 | N/A | N/A | N/A | $— | | Compensation Actually Paid to PEO | N/A | N/A | N/A | $657,256 |
Pay Versus Performance Table
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
Pay Versus Performance Table
| Non-PEO NEOs: Average | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $3,975,767 | $2,944,374 | $2,915,228 | $2,499,992 | | Subtract pension values reported in SCT | $(627,419) | $— | $(239,098) | $(317,837) | | Subtract fair value of equity awards granted during fiscal year | $(1,726,726) | $(1,447,991) | $(1,283,438) | $(983,412) | | Add pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in the current year | $89,039 | $98,261 | $101,242 | $17,710 | | Add fair value of equity compensation granted in current year – value at year-end | $1,264,907 | $1,950,109 | $1,840,223 | $732,333 | | 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 | $225,166 | $1,264,090 | $7,692 | $(435,834) | | 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 | $174,492 | $(51,437) | $(15,572) | $121,602 | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $(277,856) | $— | $— | $— | | Compensation Actually Paid to NEO | $3,097,370 | $4,757,406 | $3,326,277 | $1,634,554 |
Pay Versus Performance Table
| (2) The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
Pay Versus Performance Table
| ▪ | 2023: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke, M. Noyes |
Pay Versus Performance Table
| ▪ | 2022: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
Pay Versus Performance Table
| | Pay Versus Performance Disclosure |
Pay Versus Performance Table
| ▪ | 2021: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
Pay Versus Performance Table
| ▪ | 2020: R. Hoglund, D. Donnley, R. Sanchez, M. Noyes |
Pay Versus Performance Table
| (3) Pursuant to the SEC’s PvP rule, the comparison assumes $100 was invested on December 31, 2019 in the Company’s Common Stock. Historic stock price performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Table
| (4) Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. |
Pay Versus Performance Table
| (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 B for the Reconciliation of Non-GAAP Financial Measures. |
CAP vs. TSR
| | Pay Versus Performance Disclosure |
CAP vs. GAAP Net Income
| | Pay Versus Performance Disclosure |