SCHEDULE 14A INFORMATION
(Amendment (Amendment No. )
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material |
CONSOLIDATED EDISON, INC.
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
No fee required. |
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Fee paid previously with preliminary materials. |
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John McAvoy
Timothy P. Cawley
10, 2024
Dueattend.
Sincerely,
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Monday, May | |||||||
Virtual Annual Meeting Website Address: | | |
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| | ▪ | | | Please see the 16-digit voting control number that can be found on your voting instruction form, Notice of Internet Availability of proxy materials or email, as applicable, provided with your proxy materials to access the virtual
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Location: | | | The 2024 Annual Meeting will be
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Items of Business: | | | a. | | | To elect as the members of the Board of Directors the twelve nominees named in the Proxy Statement (attached hereto and incorporated herein by reference); | |
| | b. | | | To ratify the appointment of PricewaterhouseCoopers LLP as independent accountants for 2024; | |||
| | c. | | | To approve, on an advisory basis, named executive officer compensation; | |||
| | d. | | | To approve the Company’s Stock Purchase Plan; and
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| | e. | | | To transact such other business as may properly come before the meeting, or any adjournment or postponement of the meeting. | |||
By Order of the Board of Directors,
Sylvia V. Dooley
Vice President and Corporate Secretary
Dated: April 5, 2021
| | | By Order of the Board of Directors, | |
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| | | Sylvia V. Dooley Vice President and Corporate Secretary | |
| | | Dated: April 10, 2024 |
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PROXY STATEMENT | | | ||||||||
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Consolidated Edison, Inc. Proxy Statementi |
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ii Consolidated Edison, Inc. Proxy Statement |
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proxy statementProxy Statement contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as “forecasts,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” “plans,” “will,” and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made and speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2023.
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PROXY STATEMENT SUMMARY |
referred to herein as the “Clean Energy Businesses.”
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| | | Monday, May | ||||||
| | | Virtual Annual Meeting Website Address | | | www.virtualshareholdermeeting.com/
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| | Please use the 16-digit voting control number that can be found on your voting instruction form, Notice of Internet Availability of proxy materials or email, as applicable, provided with your proxy materials to access the virtual annual meeting website.
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| Record Date & Voting | | | Stockholders of record at the close of business on March | |||||
▪ | | | Admission | | | Please follow the instructions contained in “Who Can Attend The Annual Meeting?” | |||
| | | Proxy Website | | | www.conedison.com/ | |||
| 1 |
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| PROXY STATEMENT SUMMARY |
Management Proposals | | | Board’s Voting Recommendation | | | Vote Required For | | | Broker Discretionary Voting Allowed | | | Page References (for more detail) | ||||||
▪ | | | Proposal No. 1 | | | Election of Directors | | | For Each Nominee | | | Majority of Votes Cast | | No | | | ||
▪ | | | Proposal No. 2 | | | Ratification of the Appointment of Independent Accountants | | For | | | Majority of Votes Cast | | Yes | | ||||
▪ | | | Proposal No. 3 | | | Advisory Vote to Approve Named Executive Officer Compensation | | For | | | Majority of Votes Cast | | No | | ||||
▪ | | | Proposal No. 4 | | | Approval of the Company’s Stock Purchase Plan | | | For | | | Majority of Votes Cast | | | No | | | |
Footnote:
(1) | The presence at the Annual Meeting, either by means of remote communication or by proxy, |
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Name / Age / Tenure / Independence | | | Primary Occupation / Career Highlight | | Diversity | | | Committee Membership | | | Other U.S.-Listed Public Company Boards | |||
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| 59 | | | Chairman, President and Chief Executive Officer of the | | | White / Male | | ▪ Executive (Chair) | | | — | ||
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| 74 | | | 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 | |
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| 69 | | | 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 | ||
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| 66 | | | President, John Jay College of Criminal Justice | |
| Black / African American / Female | | | ▪ Corporate Governance and Nominating
▪ Safety, Environment, Operations and Sustainability | | — | ||
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| 56 | | 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 | | — | |||
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| 68 | | | Senior Advisory Director, | |
| White / Male | | | ▪ Finance
▪ Management Development and Compensation
▪ Safety, Environment, Operations and Sustainability | | 2 | ||
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| 74 | | | Former President and Chief Executive Officer, Florida Power & Light Company | |
| Hispanic / Latino / Male | | | ▪ Audit
▪ Executive
▪ Finance
▪ Safety, Environment, Operations and Sustainability | | |||
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| 66 | | Senior Managing Director, Diamond Castle Holdings LLC | |
| White / Male | | | ▪ Audit
▪ Corporate Governance and Nominating
▪ Executive
▪ Finance
▪ Management Development and Compensation | | — | |||
2 Consolidated Edison, Inc. Proxy Statement |
| | | | PROXY STATEMENT SUMMARY |
| | | Name / Age / Tenure / Independence | | | Primary Occupation / Career Highlight | | | Diversity | | | Committee Membership | | | Other U.S.-Listed Public Company Boards | |
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| 71 | | | Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation | |
| White / Female | | | ▪ Audit
▪ Corporate Governance and Nominating
▪ Finance | | 1 | |||
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| 59 | | | Former Executive Vice President and General Counsel, The Estée Lauder Companies, Inc. | |
| Black / African American / Female | | | ▪ Corporate Governance and Nominating
▪ Management Development and Compensation
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| 72 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 | | | — |
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▪ §▪2020, due to COVID-19,2023, the Company met with stockholders virtuallyin a variety of formats including in-person and virtual formats, and discussed numerous issues,topics, including Con Edison of New York’s Climate Change Vulnerability Study,and Orange and Rockland’s regulatory proceedings for new rates, climate change resiliency, gas long-term plans, and other clean energy initiatives, the Company’s corporate strategy, diversity, equity,Clean Energy Businesses sale and inclusion, disclosure practices, corporate governance, executive compensation,use of proceeds, financial and operating performance, capital investment outlook and political spending and lobbying practices, operations and financial matters, (including issues raised by COVID-19), and environmental, social and governance (“ESG”) standardized reporting.matters, including reporting, corporate governance, political lobbying, our utilities’ Climate Change Adaptation and Resiliency plan, the Company’s pursuit of net-zero-carbon-emission goals through its updated Clean Energy Commitment, and clean energy opportunities. 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 2020,2023, the Company engaged virtually with stockholders holding in aggregate 43%30% of shares outstanding and 30% of the Company’s debentures.(See “Stockholder Engagement” on pages 29 through 30 for additional information on stockholder engagement.)outstanding.§▪ (See “▪ Directors—Risk Oversight” on page 17 for additional information on risk oversight.)new standards, regulations, and industry initiatives.
Consolidated Edison, Inc. Proxy Statement3 |
| | | | PROXY STATEMENT SUMMARY |
| ▪ | Strategic Planning. The Board oversees and reviews, at least annually, the Company’s strategic and business plans and objectives. |
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Insider Trading. The Company |
| ▪ | Human Capital. The Company attracts, develops and retains a talented and diverse |
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4 | Consolidated Edison, Inc. Proxy Statement |
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| PROXY STATEMENT SUMMARY |
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Operating Objectives (5% weight for each objective below) ◾ Clean Energy and Electrification Work Plan ◾ ◾ Diversity and Inclusion Work Plan ◾ Growth in Renewable Portfolio Consolidated Edison, Inc. §▪Long termplan changes. The Company’s Named Executive Officers, identified in the “Compensation Discussion and Analysis–Introduction” on page 40, are eligible to receive annual grants of equity-based awards under the Company’s long term incentive plan. As in prior years, the number of performance units awarded to each offor the Named Executive Officers will be based onOfficers. This amended plan eliminates the achievement ofdetailed provisions specifying performance measures over a three-year performance period. For the 2021 performance period that began on January 1, 2021, the Compensation Committee added a new operating objective performance measure, the Diversitygoals, target levels and Inclusion Work Plan. The measure reflects the Company’s continuing commitment to increasing the representation of women and people of colorweighting in the Company’s leadership. There is no changeprior plan and replaces them with more flexible provisions by which the MD&C Committee will approve, on an annual basis, the specific performance goals, targets and incentive percentages for participants in the plan for that year. In addition, the amended plan adds other clarifying and administrative provisions to the potential maximum payoutreflect market practices.▪ 2021 performance units. The maximum payoutapproval of the 2021 performance units represents the weighted average of each of the performance measures, as shown in the chart below.
Target
Weight Maximum Payout
Relative to Target Maximum Weighted
Result (%) (%) (%) Shareholder Return 50 200 100 Adjusted EPS 30 200 60 20 150 30 Cyber Security Work Plan TOTAL 190 Proxy Statement5
| Consolidated Edison, Inc. Proxy Statement |
Consolidated Edison, Inc. Proxy Statement ✓
100% iswas performance-based✓ for 2023 (30% of long-term incentive compensation for 2023 was granted in the form of time-based, restricted stock units) Compensationthe MD&C Committee discretion to reduce payouts ✓ ✓ Maintain compensationnew 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 ofand other individuals designated as officers by the Company and itsselected subsidiaries, forincluding 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 votes (with 93.4%vote (which received 93.57% stockholder support in 2020)2023) ✘
✘ (other than the arrangements as described herein for Mr. Noyes) ✘ ✘ ✘ buyoutbuy out underwater options without stockholder approval✘ ✘ ✘ ✘ athe Company’s change ofin control✘ ✘
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| Election of Directors |
ELECTION OF DIRECTORS |
Annual Meeting. sexual orientation. (See “Information About the Director Nominees” on pages 8 through 15.) 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 memberdirector nominee who is ana current or former officer of the Company. George Campbell, Jr. has passed his 75th birthdayCatherine Zoi joined the Board on February 1, 2024 and is being put forth as a result, is not permitted to stand for election. All of the nominees were elected DirectorsDirector nominee at the last annual meeting of stockholders, other than Mr. Cawley, Karol V. Mason, and Dwight A. McBride. Mr. Cawley was appointed to the Board of Directors by the Board effective December 29, 2020, at the time of his appointment as President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York. Ms. Mason and Dr. McBride were appointed to the Board of Directors by the Board effective January 1, 2021. A professional search firm assisted the Corporate Governance and Nominating Committee in connection with its recommendation of Ms. Mason and Dr. McBride. In keeping with the process described in “The Board of Directors—Selection of Director Candidates” on page 26, the Corporate Governance and Nominating Committee directed the professional search firm to provide it with a diverse slate of candidates, which included Ms. Mason and Dr. McBride.are 33.3%is 42% women and 33.3%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 directorsDirectors with a diversity of gender, race, ethnicity,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 diverse with respect to gender, race, ethnicity, nationality, and ethnicity, for the Board’s consideration. (See “The Board of Directors—Selection of Director Candidates” on page 26 for additional information on the Director nomination process.)
The Board recommends FOR Proposal No. 1
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| Election of Directors |
The following graph displays information about Please see the skills matrix that follows for the skills and experience of the Director nominees:
8 | Consolidated Edison, Inc. Proxy Statement |
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| Election of Directors |
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 | | | ✔ | | | | | ✔ | | | | | | | | | ✔ | | | ✔ | | | | | | | | | ✔ |
Consolidated Edison, Inc. Proxy Statement9 |
| | | | Election of Directors |
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| Election of Directors |
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| Timothy P. Cawley Director since:2020 Age: 59 Gender: Male Race/Ethnicity: White |
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▪ Executive
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 | Ellen V. Futter Director since: 1997 Age: 74 Gender: Female Race/Ethnicity: White Board Committees: ▪ Executive ▪ Safety, Environment, Operations and Sustainability | ||||||||
firm. She is an ex-officio Trustee of New York City Tourism & Conventions. | |||||||||
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| Election of Directors |
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| John F. Killian
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▪ Audit (Chair)
▪ Corporate Governance and Nominating
▪ Executive
▪ Management Development and Compensation |
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College until 2018. | |||||||||||
 | 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 | ||||||||
Authority until 1998. | |||||||||
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| Election of Directors |
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| Dwight A. McBride
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▪ Management Development and Compensation
▪ Safety, Environment, Operations and Sustainability | ||||||||
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Halsted (until 2009). | ||||||||||
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| William J. Mulrow
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▪ Management Development and Compensation
▪ Safety, Environment, Operations and Sustainability |
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until 2018. | |||||||||||
Consolidated Edison, Inc. Proxy Statement13 |
| | | | Election of Directors |
 | 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) | |||||
practice of Ridge-Lane LP, a venture development firm. | ||||||
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| Michael W. Ranger
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▪ Audit
▪ Corporate Governance and Nominating (Chair and Lead Director)
▪ Executive
▪ Finance
▪ Management Development and Compensation |
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2019, and Covanta Holding Corporation until November 2021. | |||||||||||
14 Consolidated Edison, Inc. Proxy Statement |
| | | | Election of Directors |
 | Linda S. Sanford Director since: 2015 Age: 71 Gender: Female Race/Ethnicity: White Board Committees: ▪ Audit ▪ Corporate Governance and Nominating ▪ Finance | |||||
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| Deirdre Stanley
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▪ Corporate Governance and Nominating
▪ Management Development and Compensation
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Consolidated Edison, Inc. Proxy Statement15 |
| | | | Election of Directors |
 | L. Frederick Sutherland Director since: 2006 Age: 72 Gender: Male Race/Ethnicity: White Board Committees: ▪ Audit ▪ Finance (Chair) ▪ Management Development and Compensation | |||||
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 | Catherine Zoi Director since: 2024 Age: 62 Gender: Female Race/Ethnicity: White Board Committees: ▪ Safety, Environment, Operations and Sustainability | |
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16 Consolidated Edison, Inc. Proxy Statement |
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| The Board of Directors |
THE BOARD OF DIRECTORS |
2023. virtually.2020,2023, the Board consisted of the following members: George Campbell, Jr., Timothy P. Cawley, (effective December 29, 2020), 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 910 meetings in 2020.2023. At its meetings, the Board considersconsidered a wide variety of matters involving such things 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.non-management Directors and the independent Directors. The Board routinely holds executive sessions at which only non-management Directors are present, and the independent Directors meet in executive session at least once a year.meet. The Company’s independent Directors met 2 times in executive session and the non-management Directors met 8six times in executive session during 2020.2020,2023, 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 2020 annual meeting2023 Annual Meeting of stockholders,Stockholders, which was held remotely due to the impact of COVID-19.and 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/shareholdersen/investors/shareholder-services. The Standards of Business Conduct apply to all Directors, officers, and employees. The Company intends to post on its website atwww.conedison.com/shareholdersen/investors/shareholder-servicesamendments 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.substantial majority of independent Directors. (See “The Board of Directors—Board Members’ Independence” on page 20.Directors (92%). As discussed in the Corporate Governance Guidelines, the Board selects the Company’s chief executive officerChief Executive Officer and chairmanChairman of the Board in the manner that it determines to be in the best interest of the Company’s stockholders. Historically,The Company’s leadership structure combines the rolesrole of the Company’s Chief Executive Officer and Chairman have been combined. To promote an effective and orderly Chief Executive Officer transition, theChairman. The Board determinedbelieves that Mr. McAvoy should continue to serve as Chairman of the Board after his retirement as Chief Executive Officer ofthis leadership structure is appropriate for the Company on December 28, 2020. Mr. McAvoy has been nominateddue to the Board for election at the Company’s Annual Meeting. The Board made this determination based on a variety of factors, including Mr. McAvoy’sCawley’s long-standing knowledge of the Company and the utility industry and his extensive leadership, engineering, financial and operations experience. In addition, effective December 29, 2020, Mr. McAvoy no longer servesChief Executive Officer of Con Edison of New York, although he serves as its Non-executive Chairmanthe Chair of the Board,Committee and no longer serves as the Chairman of the Board of Orange & Rockland. As Non-executive Chairman, Mr. McAvoy presides at meetings of the Company’s Board, facilitates communication between the Company’s Board and the Company’s management, assists the Chief Executive Officer in formulating long-term strategy, coordinates with the Lead Director of the Board. The Corporate Governance Guidelines further provide that the Lead Director:(i) acts as a liaison between the independent Directors and the Company’s management; (ii) chairs the executive sessions of independent Directors and has the authority to call additional executive sessions as appropriate; (iii) chairs Board meetings in the Chairman’s absence; (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;
Consolidated Edison, Inc. Proxy Statement17 |
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| (v) | is available for consultation and communication with major stockholders as appropriate; and |
| (vi) | performs such other duties assigned to the Lead Director by the Board. |
Mr. Cawley was promoted to the position of the 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, (and Chief Executive Officera seasoned and long-term perspective and insight into our operations, as well as a thorough understanding of Con Edison of New York) effective December 29, 2020, upon Mr. McAvoy’s retirement,our businesses and was appointed toan expertise in our industry. Given his extensive experience in the
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Company’s Board (and energy, utility and power sector as well as his corporate governance expertise, the Board of Con Edison of New York), also effective December 29, 2020. In addition, Mr. Cawley was appointed Chairmanindependent members of the Board of Orange & Rockland, effective December 29, 2020. Mr. Cawley has been nominatedfind that he is currently the most appropriate choice to the Board of the Company for election atserve as the Company’s Annual Meeting. As President and Chief Executive Officer, Mr. Cawley has day-to-day management responsibility for the Company and he reports to the Company’s Board.
The Board will also continue to have an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines provide that the Lead Director: (i) acts as a liaison between the independent Directors and the Company’s management; (ii) chairs the executive sessions of non-management and independent Directors and has the authority to call additional executive sessions as appropriate; (iii) chairs Board meetings in the Chairman’s absence; (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; (v) is available for consultation and communication with major stockholders as appropriate; and (vi) performs such other duties assigned to the Lead Director by the Board.
Director.
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personal information of customers and employees from cybersecurity threats.
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Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency, anddielectric fluid management, SF6 (sulfur hexafluoride) greenhouse gas emissions, environmental beneficial electrification.electrification, and solar connections. In 2020,2023, the Safety, Environment, Operations and Sustainability Committee also reviewed and discussed an updatepresentations on transportation electrification, the impact of new technology on preventing high hazard injuriesenergy efficiency, ESG and an ESG updateclimate change developments, and Sustainability Report review.CO2 emissions indicators. The Corporate Governance and Nominating Committee is charged with sustainabilityoversight of governance matters relating to governance and in 20202023 reviewed and discussed general governance matters. The Management Development and Compensation Committee’s responsibilities include oversight of sustainability matters relating to human capital management and in 2020 reviewed and discussed compensation governance during COVID-19 and proposed diversity, equity, and inclusion metrics for executive compensation purposes.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.
Diversity, Equity, and Inclusion
The Company strives to be a workplace where the diversitysustainability, as appropriate. As part of its employees creates a stronger, higher performing organization. review of strategy and financial plans, the Finance Committee considers the financial sustainability of the Company.
Consolidated Edison, Inc. Proxy Statement19 |
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As a resultCompany; (iv) communicating and engaging with employees. In 2023, the strength of the COVID-19 pandemic, 60%Con Edison culture helped the Company attract and hire almost 1,700 new employees – the most employees hired in 50 years.
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| The Board of Directors |
Despite
engagements include:
| ▪ | Greenbelt Conservancy on Staten Island — Employee volunteers participated in an afternoon-long stewardship event with the Greenbelt Conservancy on Staten Island. Volunteers worked on the N and E Trail in the LaTourette section of the Greenbelt. They cleared drainage structures, maintained water bars, turnpikes and puncheons on the trail, and removed wisteria growing in the area. |
| ▪ | NYC FIRST— Con Edison Van Nest Shop Employees participated in The New York City Regional Competition Volunteers and fulfilled over 200 requests for material, machining, fabrication, and welding over the three-day period at the Con Edison Mobile Machine Shop as Company volunteers engaged with the students and highlighted their work and careers at Con Edison. |
members.
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| (i) | transactions where the amount involved does not exceed $120,000 in the aggregate (other than transactions involving the issuance of Company shares); |
| (ii) | transactions with other companies at which a related person’s only relationship is as an employee (other than an executive officer), if the amount involved is less than $1.0 million, or two percent (2%) of such other company’s consolidated gross annual revenues, whichever is greater; and |
contributions to non-profit organizations at which a related person’s only relationship is as an employee (other than an executive officer) if the aggregate amount involved is less than both $1.0 million and two percent (2%) of the organization’s consolidated gross annual revenues. |
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Edison of New York, effective January 1, 2021, ishad been employed by Con Edison of New York serving as a project manager. In 2020, she was paid approximately $213,000. This amount includes salary, and long-term and short-term incentive payments. John DeLaBastide, the brother-in-law of Lore de la Bastide, Senior Vice President—Utility Shared Services of Con Edison of New York, was employed by Con Edison of New York until March 31, 2021since 1995 and served as an assistant controller.a Project Manager until her retirement in 2023. In 2020, he2023, she received aggregate compensation of approximately $910,367 consisting primarily of pension payment equivalents that would have otherwise been due to her upon retirement, salary for the period she was employed, as well as accrued vacation pay and the portion of her 2023 incentive-based compensation for her employment in 2023. The compensation arrangements and benefits paid approximately $363,000. This amount includes salary,to Mr. Sanchez and long-termMs. Ketschke were reviewed and short-term incentive payments.approved by the Corporate Governance and Nominating Committee in accordance with the Company’s Related Person Transaction Policy. Each individual participated in other regular and customary employee benefit programs generally available to all Con Edison of New York employees. In addition, the amount of salary and incentive payments were determined in accordance with the Company’s standard compensation practices applicable to similarly-situatedsimilarly situated employees.
Sutherland, and Catherine Zoi.
| (i) | (a) the Director has an immediate family member who is a current employee of the Company’s internal or external auditor, but the immediate family member does not personally work on the Company’s audit; or (b) the Director or an immediate family member was, within the last three years, a partner or employee of such a firm but no longer works at the firm and did not personally work on the Company’s audit within that time; |
Consolidated Edison, Inc. Proxy Statement23 |
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| (ii) | the Director or an immediate family member is, or has been within the last three years, employed at another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee, but the Director or the Director’s immediate family member is not an executive officer of the other company and his or her compensation is not determined or reviewed by that company’s compensation committee; |
| (iii) | the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; |
| (iv) | the Director is a partner or the owner of five percent (5%) or more of the voting stock of another company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; |
| (v) | the Director is a partner, the owner of five percent (5%) or more of the voting stock or an executive officer of another company which is indebted to the Company, or to which the Company is indebted, but the total amount of the indebtedness in each of the last three fiscal years was less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; and |
| (vi) | the Director or an immediate family member is a director or an executive officer of a non-profit organization to which the Company has made contributions in any of the last three fiscal years, but the Company’s total contributions to the organization in each year were less than $1.0 million, or two percent (2%) of such organization’s consolidated gross revenues, whichever is greater. |
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| | | Role & Responsibilities
▪ Risk management and cyber security; ▪ The Company’s compliance with legal, regulatory, and ethical requirements;
▪ The qualifications, independence, and performance of the Company’s independent auditors; and
▪ The performance of the Company’s internal audit function. |
| | The Audit Committee’s responsibilities also include:
▪ The appointment (subject to stockholder approval), compensation, retention, oversight, and termination of the work of the Company’s independent auditors;
▪ Pre-approving all auditing services and non-audit services permitted by law to be provided to the Company by its independent auditors;
▪ Evaluating, at least once every five years, whether it is appropriate to rotate the Company’s independent auditors;
▪ From time-to-time, meet separately with the Company’s management, including the General Counsel, Con Edison of New York’s General Auditor, the Senior Vice President and Chief Information Officer, and the Company’s independent auditors, Edison of New York’s internal auditing department;
▪ Overseeing the Company’s risk assessment, risk management processes and the management of such risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Audit Committee; and
▪ Reviewing, at least semi-annually, reports, presentations or other materials with respect to cybersecurity matters, including cybersecurity, risks, controls and procedure and cybersecurity risk management and strategy. | ||
| | Financial Expertise The Board of Directors of the Company has determined that each member (two of whom are former chief financial officers of publicly-traded companies) of the Audit Committee is financially literate, and that each of John F. Killian, Armando J. Olivera, Michael W. Ranger, and L. Frederick Sutherland are | ||
| | Independence The Board has affirmatively determined that each member of the Audit Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each member of the Audit Committee is “independent” as defined in Rule 10A-3 of the Securities Exchange Act of 1934. | ||
| | Appointment of Independent Accountants The Audit Committee is directly responsible for the appointment of the Company’s independent accountants, subject to stockholder ratification at the Annual Meeting. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent accountants for the fiscal year |
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| | | Role & Responsibilities
▪ Annually reviewing the Company’s Corporate Governance Guidelines adopted by the Board that address the size, composition and responsibilities of the Board and making recommendations, if appropriate, for revisions or additions thereto;
▪ Annually reviewing the Board Committee charters and proposed changes thereto;
▪ Establishing and recommending to the Board criteria for selecting new Directors, which will, among other things, reflect factors relating to the diversity of the Board (including, but not limited to, diversity of gender, ethnicity, race, nationality, and orientation);
▪ Reviewing the qualifications of possible Director candidates against the criteria developed, including candidates duly suggested by stockholders;
▪ Recommending to the Board candidates to fill vacancies on the Board;
▪ Recommending to the Board candidates for election or re-election to the Board;
▪ Recommending to the Board whether to accept any Director resignations;
▪ Recommending to the Board candidates and chairs for appointment to the Board’s committees;
▪ Recommending to the Board standards to assist it in making determinations of independence in accordance with the New York Stock Exchange listing standards;
▪ Overseeing related person transactions and the related policies;
▪ Reviewing Board and Committee compensation every two years and recommending changes, if appropriate, to the Board;
▪ Overseeing the evaluation of the Board and management, including the establishment of criteria and processes for the annual performance self-evaluation of the Board and each committee of the Board;
▪ Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Corporate Governance and Nominating Committee;
▪ Reviewing and making recommendations to the Board on any stockholder proposals and other practices relative to stockholder ▪ Reviewing significant corporate governance trends, best practices and issues which may impact the Company or its subsidiaries, ensuring the oversight of relevant corporate governance issues by the Board and its committees, and making appropriate recommendations to the Board regarding these matters, including the reporting thereof; and ▪ Overseeing the Company’s approach to political and lobbying activities and receiving periodic reports with respect to the Company’s political contributions, lobbying and trade association activities. |
| | Independence The Board has affirmatively determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each member of the Corporate Governance and Nominating Committee meets the additional, heightened independence criteria required by law and the New York Stock Exchange’s listing standards. |
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4 | | | Role & Responsibilities The Executive Committee may exercise, during intervals between Board meetings, all the powers vested in the Board, except for certain specified matters. |
| | Independence The Board has affirmatively determined that the following members of the Executive Committee meet the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines: |
| | | Role & Responsibilities
The Finance Committee’s responsibilities also include:
▪ Reviewing the annual operating and capital budgets of the Company;
▪ Reviewing and approving certain expenditures;
▪ Reviewing the Company’s five-year forecast;
▪ Reviewing periodic financial reports to be submitted to the Board;
▪ Reviewing dividend policy and actions;
▪ Annually reviewing the Company’s arrangements for credit;
▪ Annually reviewing the Company’s and its subsidiaries’ plans for issuances of securities and other proposed financings;
▪ Consistent with Board authorization of such transaction, approving the specific terms of each Company security issue, financing, redemption or repurchase of securities;
▪ Reviewing the Company’s and its subsidiaries’ investment policies for cash investments;
▪ Overseeing the Company’s strategic business plan;
▪ Reviewing certain procurement contracts and purchases and sales of assets;
▪ Reviewing certain real estate transactions and litigation settlements; and
▪ Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Finance Committee. |
| | Independence The Board has affirmatively determined that each member of the Finance Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. |
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McAvoy (until May 15, |
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Meetings Held In | | | Role & Responsibilities
▪ Reviewing significant issues identified by the procedures, and (iv) the Company’s subsidiaries’ operating systems;
▪ Providing advice and counsel to the Company’s management on: (i) corporate environment, health and safety policies and matters, and (ii) other sustainability matters;
▪ Providing oversight to the Company’s management on the design, operation, maintenance and performance of the Company’s operating systems and reviewing significant issues identified by the Company relating to the reliable operation of the Company’s operating systems;
▪ Reviewing significant developments and emerging issues and risks identified by the Company relating to the Company’s sustainability priorities;
▪ Annually reviewing the Company’s Annual Sustainability Report; ▪ Reviewing significant climate change and
these matters; and ▪ Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties and responsibilities of the Safety, Environment, Operations and Sustainability Committee. |
| | Independence The Board has affirmatively determined that the following members of the Safety, Environment, Operations and Sustainability Committee meet the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines: Armando J. Olivera, |
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Management Development and Compensation Committee Members Deirdre Stanley (Chair) John F. Killian Dwight A. McBride William J. Mulrow Michael W. Ranger L. Frederick Sutherland Independent Directors: 6 Meetings Held in 2023: 7 (with Mercer attending 5 meetings) | | | Role & Responsibilities The responsibilities of the Management Development and Compensation Committee (the “Compensation Committee”) include: ▪ Reviewing and approving, at least annually, the Company’s goals and objectives relevant to the compensation of the Company’s Named Executive Officers, including the Chief Executive Officer; ▪ Leading the performance evaluation and setting the compensation level of the Company’s Chief Executive Officer and other executives based on the evaluation of their performance; ▪ Reviewing and making recommendations to the Board relating to officer and senior management appointments; ▪ Reviewing and making recommendations to the Board regarding the Company’s annual incentive plan and equity plans; ▪ Reviewing the recommendations of management with respect to new plans, plan amendments and plan terminations; ▪ Reviewing the Company’s Compensation Discussion and Analysis (“CD&A”), related disclosures that are required by SEC rules to be included in the Company’s annual report and proxy statement and other disclosures that may be necessary or desirable; ▪ Recommending whether the Company’s CD&A should be included in the Company’s annual report and proxy statement; ▪ Providing the compensation committee report required by SEC rules to be included in the Company’s annual report and proxy statement; ▪ Assessing the independence of compensation consultants; ▪ Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties and responsibilities of the Management Development and Compensation Committee; ▪ Reviewing and making recommendations as necessary to provide for orderly succession and transition in the senior management of the Company, including leadership training; ▪ Receiving reports and reviewing the Company’s human capital management systems and policies; ▪ Making recommendations to help maintain equal employment opportunity, a diverse and inclusive workforce, adequate executive management and compensation, and orderly management succession; ▪ Overseeing the Company’s policies and strategies relating to talent development and human capital management, including diversity and inclusion; ▪ Reviewing reports of management and plan officials as to the plan’s compliance with ERISA; ▪ Reviewing and approving and making recommendations to the Board about the adoption or revision of any clawback or recoupment policy allowing the Company to recover compensation paid to executive officers; and ▪ Reviewing the audited financial statements of the plans and reports of management and plan officials with respect to the administration and performance of the pension and other benefit funds. |
| | Independence The Board has affirmatively determined that each member of the Management Development and Compensation Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each of the members of the Compensation Committee is “independent,” as defined in the New York Stock Exchange’s listing standards under Rule 10C-1 of the Securities Exchange Act of 1934 and meets the “outside director” criteria of Section 162(m) of the Internal Revenue Code and the “Non-Employee” Director criteria of Rule 16b-3 under the Securities Exchange Act of 1934. |
Consolidated Edison, Inc. Proxy Statement29 |
meet such criteria. nationality)sexual orientation and such other factors as it deems appropriate.appropriate). The Company values diversity and respect within the Board, and affirms its policy of non-discrimination based on race, color, religion, creed, national origin, sex, age, marital status, sexual orientation, pregnancy, genetic information, gender identity, disability, citizenship, veteran status, or other legally protected characteristics. Director candidates are also evaluated in light of their service on other boards, as well as considerations relating to the size, structure, and needs of the Board.directorDirector candidates through a variety of means, including: (i) professional search firms, (ii) recommendations from members of the Board, (iii) suggestions from senior management, and (iv) submissions by the Company’s stockholders.directorDirector search qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of gender, race, ethnicity, nationality, and nationality.sexual orientation. The firm assists in developing criteria for potential Board members to complement the Board’s existing strengths. Based on such criteria, the firm is directed to provide for review and consideration a diverse slate of candidates, including, but not limited to, diverse candidates diverse with respect to gender, race, ethnicity, nationality, race, and ethnicity.sexual orientation. After consulting with the Corporate Governance and Nominating Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and any potential conflicts of interest and provides its results to the Committee. In keeping with this established process, the Corporate Governance and Nominating Committee directed a professional search firm to provide it with a diverse slate of candidates, which included Karol V. Mason and Dwight A. McBride, who were both appointed to the Board of Directors effective January 1, 2021.do.Employee Succession Planning and Talent ManagementThe Company has a comprehensive, formal process for identifying, assessing and developing a diverse slate of internal candidates to assume, in the future, senior roles in the organization. Its succession planning and development processes are integrated and focused on learning through experiences, leadership commitment, and targeted executive development. During succession planning and development discussions, the Company seeks to develop high potential women and people of color to ensure a diverse and talented group of enterprise leaders. Development plans are reviewed and updated annually. Succession planning and development processes apply to all upper management positions, including officer positions. The Chief Executive Officer annually reviews his succession plan with the Board.26Consolidated Edison, Inc. Proxy StatementThe Board of DirectorsThe gender, racial and ethnic composition of promotions in the workforce as compared to upper management and officers that occurred during 2020 are set forth in the bar charts below.
1Hawaiian/Other Pacific Islander is less than 0.50% and therefore is rounded to zero.The Board is committed to diversity and directs any search firm retained in connection with chief executive officer succession planning to provide a diverse slate of candidates for the Board’s consideration. In keeping with this process, the Board retained a search firm from 2019 to 2020, to assist it with identifying a diverse slate of candidates for the chief executive officer position formerly held by John McAvoy. After reviewing the candidates identified by the search firm, the Board determined that, based upon Timothy P. Cawley’s extensive experience in the energy industry, his proven leadership abilities, and his understanding of the needs of the Company’s customers, employees and stakeholders, he was the best candidate to guide the Company into the future.directorDirector compensation. The Corporate Governance and Nominating Committee directs Mercer to: (i) assist it by providing competitive market information on the design of the directorDirector compensation program; (ii) advise it on the design of the directorDirector compensation program and also provide advice on the administration of the program; and (iii) brief it on directorDirector 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,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.
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The$618,920.
George Campbell, Jr. (Chair, until retirement)
Committee and the Company’s executives.
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| Stockholder Engagement |
virtuallyin a hybrid format with stockholders due to COVID-19.stockholders. The Company values stockholder input and is committed to taking such input into consideration in making executive compensation and governance decisions.belowthat follows represents certain actions that the Company takes before, during and after the annual meeting.1Annual Meeting2Post-AnnualMeeting3Off-seasonEngagement and Evaluation ofBest Practices4Engagement Prior toAnnual Meeting§ Stockholders may engage with Board members and senior management§ Stockholders may ask questions and voice opinions about the Company, its practices, policies, and operations§ Voting results for management and stockholder proposals are determined§ Review voting results in light of existing practices, as well as feedback received from stockholders during proxy engagement season and annual meeting§ Review corporate governance trends, regulatory developments and the Company’s corporate governance documents, policies, and procedures§ Determine topics for discussion during off-season stockholder engagement§ Engage with stockholders to better understand their viewpoints and inform Board and committee discussions§ Explore corporate ESG best practices§ Report results of stockholder engagement team activities to Corporate Governance and Nominating Committee and the Board§ Evaluate and discuss potential changes to Company executive compensation and governance practices and disclosures§ Seek feedback on potential matters for stockholder consideration at the annual meeting§ Discuss stockholder proposals with proponents, when appropriate§ Publish annual report and proxy statement
2020,2023, the Company held its inauguralfourth annual ESG webinar, participated in 22more than 600 meetings, including investor conferences and 12 virtual and in-person roadshows targeting the U.S., Europe, Japan, Australia, and Canada,Australia, engaging with a broad range of stockholders, including index funds, union and public pension funds, actively-managed funds, ESG-focused funds, and stockholder advisory firms.2020,2023, the Company engaged virtually with stockholders holding in aggregate 43%30% of shares outstanding and 30% of the Company’s debentures.outstanding.
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| Stockholder Engagement |
Members of Core Stockholder Engagement Team | | | Others Included in Stockholder Engagement Efforts |
▪ Chief Financial Officer
▪ Treasurer
▪ Investor Relations | |
| ▪ Chief Executive Officer and subsidiary Presidents ▪ Other senior officers and business unit heads ▪ Office of
▪ Environment, Health & Safety
▪ Corporate Affairs
▪ Strategic Planning Executives |
In addition, the Company’s Lead Director, the Chief Executive Officer of the Company, the Presidents of each of the Company’s subsidiaries, and other senior Company officers participate in meetings with stockholders during the year.
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| Director Compensation |
directorDirector compensation bi-annually. The Corporate Governance and Nominating Committee reviewed director compensation in 2020.every two years. The Corporate Governance and Nominating Committee considers information, analyses, and objective advice regarding director compensation provided by Mercer. Director compensation is assessed relative to the Company’s compensation peer group (the same group used to evaluate executive compensation), general industry trends, and the total cost of governance. The Board reviews the recommendations of the Corporate Governance and Nominating Committee when determining whether changes, if any, will be made.2020,2024, at the request of the Corporate Governance and Nominating Committee, Mercer conducted an in-depth analysis of each element of compensation and the compensation program structure relative to the compensation peer group. Mercer’s review found that the amountvalue of the retainer providedannual equity award granted to the Chairnon-employee Directors and certain other elements of the Management Development and Compensation Committee wascompensation were below the median paid to non-employee directors in the assessment group. Following the recommendation and effective April 1, 2020, the Board approved an increase in the annual retainer for the Chair of the Management Development and Compensation Committee.In connection with the transition of John McAvoy from Executive Chairman to Non-executive Chairman, in November 2020,market median. Based on Mercer’s findings, the Corporate Governance and Nominating Committee recommended, and the Management Development and Compensation Committee requested that Mercer conduct an in-depth analysis of market practices related to board leadership structures and non-executive chairman compensation. Mercer’s review found that non-executive chairman compensation is typically calibrated at a premium to general Board member compensation. Based on Mercer’s review, the Board approved, effective April 1, 2024: (i) an increase from $160,000 to $170,000 in the value of the annual retainerstock units granted to non-management Board members pursuant to the terms of the LTIP; (ii) an increase from $115,000 to $125,000 to the non-management Board member cash retainer; and (iii) an increase from $15,000 to $20,000 to the committee chair retainers for the Non-executive Chairman at approximatelyeach of the median, effective December 29, 2020.Compensationchairs of the Corporate Governance & Nominating Committee, the Finance Committee and the Safety, Environment, Operations & Sustainability Committee.2020, 2023, non-employee Directors were eligible to receive the following: Amount ($)Annual Retainer115,000Non-executive Chairman Retainer(1)160,000 (2) Retainers for each of the Co-Chairs of the Safety, Environment, Operations and Sustainability Committee(3)7,500Acting Committee Chair Fee (where the regular Chair is absent)200Annual equity award (deferred stock units)150,000Footnotes:(1)Effective December 29, 2020.(2)Effective April 1, 2020, the annual retainer for the Chair of the Management Development and Compensation Committee was increased from $15,000 to $20,000.Consolidated Edison, Inc. Proxy Statement31
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Acting Committee Chair Per Meeting Fee (where the | | | 200 | |
Annual Equity Award (Deferred Stock Units) | | | 160,000 |
In 2020, the
34 Consolidated Edison, Inc. Proxy Statement |
Directors which Directors. The Guidelines provide that, within five years of joining the Board, each Director should own, and continue to hold during his or her tenure on the Board, shares (including stock equivalents and restricted stock units) with aan aggregate value (measured at the time the shares are acquired) equal to five times the annual retainer (not including committee and/or committee chair fees) paid to such Director during the previous fiscal year. As of December 31, 2020,2023, all Directors have either exceeded their stock ownershipstockownership guideline requirement or are in the five yearfive-year grace period and making satisfactory progress towards meeting the requirement.long termterms of the long-term incentive plan, each non-employee Director then serving was allocated an annual equity award of $150,000$160,000 of deferred stock units on the first business day following the 20202023 Annual Meeting. If a non-employee Director is first appointed to the Board after an annual meeting, his or her first annual equity award will be prorated.Settlementis prorated, as was the case with Ms. Zoi’s award in connection with her appointment on February 1, 2024. 2020 annual equity awards of stock units wasare automatically deferred until the Director’s termination of service from the Board of Directors.Directors or for such other period not fewer than five years from the date of grant. Each non-employee Director may elect to receive some or all of his or her 2020 annual equity awards of stock units on another date or to further defer any other prior annual equity award of stock units, including any related dividend equivalents earned on such prior annual equity awards of stock units.20202023 retainer(s) into additional deferred stock units, which are deferred until the Director’s termination of service.20202023 deferred stock units in the amount and at the time that dividends are paid on Company Common Stock and are either (i) credited in the form of additional deferred stock units which are fully vested as of the date the dividends would have otherwise been paid to the Director or (ii) at the Director’s option, are paid in cash.annual equity awards, and the related dividend equivalents granted to non-employee Directors that are credited in the form of additional deferred stock units, are fully vested, and payable in a single one-time payment of whole shares (rounded to the nearest whole share) within 60 days following separation from Board service, unless the Director has elected to deferre-defer distribution to another date.NO to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2023.32
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| Director Compensation |
Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | |||||||||||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||
Timothy P. Cawley(4) |
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| — | — | — | — | ||||||||||||||||||||
George Campbell, Jr. |
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| 133,750 | 150,000 | 5,000 | (3) | 288,750 | |||||||||||||||||||
Ellen V. Futter |
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| 122,500 | 150,000 | 5,000 | 277,500 | ||||||||||||||||||||
John F. Killian |
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| 145,000 | 150,000 | — | 295,000 | ||||||||||||||||||||
John McAvoy(5) |
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| 2,260 | 62,600 | 5,000 | 69,760 | ||||||||||||||||||||
William J. Mulrow |
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| 115,000 | 150,000 | 5,000 | 270,000 | ||||||||||||||||||||
Armando J. Olivera |
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| 137,500 | 150,000 | 5,000 | 292,500 | ||||||||||||||||||||
Michael W. Ranger |
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| 180,000 | 150,000 | — | 330,000 | ||||||||||||||||||||
Linda S. Sanford |
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| 130,000 | 150,000 | — | 280,000 | ||||||||||||||||||||
Deirdre Stanley |
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| 115,000 | 150,000 | — | 265,000 | ||||||||||||||||||||
L. Frederick Sutherland |
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| 145,000 | 150,000 | — | 295,000 | ||||||||||||||||||||
Footnotes:
| | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | All Other Compensation(2) | | | Total | |
Name | | | ($) | | | ($) | | | ($) | | | ($) |
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) | | | — | | | — | | | — | | | — |
(1) | On May |
(2) | The “All Other Compensation” column includes matching contributions |
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(3) | Mr. Cawley |
(4) | Represents fees paid or accrued for the services performed as a director by Mr. McAvoy |
(5) | Ms. Zoi joined the Board |
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| Stock Ownership |
Shares Beneficially Owned(1) Other Equity-Based Holdings(2) George Campbell, Jr. Ellen V. Futter John F. Killian Karol V. Mason John McAvoy(4) Dwight A. McBride William J. Mulrow Armando J. Olivera Michael W. Ranger Linda S. Sanford Deirdre Stanley L. Frederick Sutherland Timothy P. Cawley Robert Hoglund Deneen L. Donnley Robert Sanchez Mark Noyes Represents vested stock units, as to which the individual may not, within 60 days after February As of February Based on Mr. 28, 2021,29, 2024 the amount of shares of Company Common Stock beneficially owned by each Director, each Named Executive Officer, and by all Directors and executive officers of the Company as a group, and information about the amount of their other Company equity-based holdings.Name Total(3) (#) (#) (#) 33,575 13,911 47,486 31,255 7,724 38,979 18,019 11,323 29,342 138 554 692 10,998 129,838 140,836 692 — 692 — 7,063 7,063 16,687 — 16,687 65,556 — 65,556 15,857 — 15,857 8,690 3,107 11,797 62,077 7,597 69,674 3,860 12,499 16,359 12,480 30,000 42,480 640 — 640 3,668 3,369 7,037 18 8,242 8,260 Directors and Executive Officers as a group, including the above-named persons (26 persons) 307,154 289,458 596,612 Footnotes:(1) The number of shares shown includes shares of Company Common Stock that are individually or jointly owned, as well as shares over which the individual has sole or shared investment or sole or shared voting power. The number of shares shown also includes vested stock units, as to which the individual may obtain investment or voting power within 60 days following separation from service: Dr. Campbell—29,416; Ms. Futter—28,909;35,847; Mr. Killian—18,019;5,547; Ms. Mason—138;0; Dr. McBride—5,906 Mr. McAvoy—878; Dr. McBride—692;Mulrow—1,471; Mr. Mulrow—0;Olivera—23,603; Mr. Olivera—16,187;Ranger—85,277; Ms. Sanford—20,560; Ms. Stanley—20,105; Mr. Ranger—65,556;Sutherland—70,307; Ms. Sanford—13,456; Ms. Stanley—8,690; Mr. Sutherland—58,077; Mr. Cawley—0; Mr. Hoglund—0; Ms. Donnley—0; Mr. Sanchez—0; Mr. Noyes—0;Zoi—431 and directors and executive officers as a group—240,018.301,133.28, 2021,29, 2024, obtain investment or voting power.28, 2021,29, 2024, ownership was, in each case, less than 1% of the outstanding 342,489,578 shares.McAvoy retiredNoyes’ holdings as President and Chief Executive Officer of his termination of employment (March 1, 2023) pursuant to the Company and Chief Executive Officer of Con Edison of New York effective December 28, 2020. He became a non-employee Director effective December 29, 2020 and the Non-executive Chairman of the Board and Con Edison of New York.
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| Stock Ownership |
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Shares of Common Stock Beneficially Owned | | | Percent of Class | ||||||||||||||||||||
Name and Address of Beneficial Owner | | | (#) | | | (%) | |||||||||||||||||
BlackRock, Inc. 55 East New York, NY 10055 | | | 35,653,664(1) | | 10.3 | ||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | 41,840,474(2) | | 12.1 | ||||||||||||||||||
State Street Corporation State Street Financial Center One Suite 1 Boston, MA | | | 26,140,772(3) | | 7.6 | ||||||||||||||||||
(1) | BlackRock, Inc. stated in its Schedule 13G/A, filed on January |
(2) | The Vanguard Group stated in its Schedule 13G/A, filed on February |
(3) | State Street Corporation stated in its Schedule |
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| | | |
| Ratification of the Appointment of Independent Accountants |
2021.2024. If the appointment of PwC is not ratified, the Audit Committee will take this into consideration in the future appointment of independent accountants.2021.2024. The Audit Committee reviewed PwC’s performance, as well as PwC’s reputation for integrity and for competence in the fields of accounting and auditing. The Audit Committee also reviewed a report provided by PwC regarding its quality controls, inquiries or investigations by governmental or professional authorities and independence. (See “Audit Committee Matters” on page 37.) Based on this review, the Audit Committee believes that the appointment of PwC as independent accountants for the Company for 20212024 is in the best interests of the Company and its stockholders. Representatives of PwC will be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so and to respond to appropriate questions. Relates to assurance and related service fees that are reasonably related to the performance of the annual audit or quarterly reviews of the Company’s financial statements that are not specifically deemed “Audit Services.” The major items included in Audit-Related Fees in 2023 and 2022 are fees for reviews of system implementations and internal controls of the regulated entities. Also included for 2022 are fees for audits of various solar projects of the Clean Energy Businesses and fees for additional procedures performed on the standalone financial statements of the Clean Energy Businesses, in connection with preparing for the sale of that business. The Board recommends FOR Proposal No. 2
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| Audit Committee Matters |
SEC.composedcomprised of five directors, all of whom meet the qualifications required by the New York Stock Exchange and Securities and Exchange Commission,SEC, and the Company’s Corporate Governance Guidelines. The Audit Committee operates under a written charter adopted by the Board of Directors that is available on the Company’s website.2020.2023. The Audit Committee has also discussed with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accountants, the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).20202023 for filing with the Securities and Exchange Commission.
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The Audit Committee or, as delegated by the Audit Committee, the Chair of the Committee, approves in advance each auditing service and non-audit service permitted by applicable laws and regulations, including tax services, to be provided to the Company and its subsidiaries by its independent accountants.
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| | | |
| Advisory Vote to Approve Named Executive Officer Compensation |
Stockholders“say-on-pay”“say-on-pay” vote) as disclosed in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement, the related compensation disclosure tables, and the narrative discussion that accompanies the compensation disclosure tables on pages 3943 through 8086, Appendix A, Appendix B and Appendix A.C. The Company currently conducts such votes annually. The Board recommends that the stockholders vote to approve, on an advisory basis, the compensation of the Named Executive Officers. In 2020,2023, the Company held a say-on-pay vote and 93.4%93.57% of the shares voted were voted “for” the proposal. Following this year’s proposal and the Company also held a say-on-pay frequency vote and 97.26% of the shares voted “one year”, on the frequency of future advisory votes. The next such vote on the frequency of future advisory votes will be at the Company’s 2022 annual meeting2029 Annual Meeting of stockholders.(the “Compensation Committee”), with the assistance of its independent compensation consultant, seeks to provide base salary and performance-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation, thatwhich are competitive with the median level of compensation provided by the Company’s compensation peer group to effectively link pay with performance.long termlong-term incentive plan to support the Company’s short- and long-term business plans and strategies. In setting targets for the short- and long-term performance goals, the Compensation Committee considers the Company’s annual and long-term business plans and certain other factors, including pay-for-performance alignment, economic and industry conditions, and the practices of the compensation peer group. The Compensation Committee sets challenging, but achievable, goals for the Company and its executives to drive the achievement of short- and long-term objectives.
Consolidated Edison, Inc. Proxy Statement41 |
| | | | Proposal No. 3 Advisory Vote to Approve Named Executive Officer Compensation |
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| Approval of Proposal No. 3 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting or by proxy. Abstentions and broker non-votes are voted neither “for” nor “against,” and have no effect on the vote. | |
| | As an advisory vote, Proposal No. 3 is not binding on the Company, the Board, or the Compensation Committee. However, the Company, the Board, and the Compensation Committee will consider the voting results when making future compensation decisions for the Named Executive Officers. | |
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| | | |
| Compensation Discussion and Analysis |
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Timothy P. Cawley, President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York |
Robert Hoglund, Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York |
| Matthew Ketschke, President, Con Edison of New York |
| ▪ | Deneen L. Donnley, Senior Vice President and General Counsel of the Company and Con Edison of New York |
Robert Sanchez, President and Chief Executive Officer, Orange & Rockland (effective April 1, 2024, the President, Shared Services, Con Edison of New York) |
Mark Noyes, |
|
Type | | | Component | | | Objective of Compensation Element |
Performance-Based Compensation | |
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| | | Achievement of financial and operating objectives for which the Named Executive Officers have individual and collective responsibility. | ||
With respect to performance-based restricted stock units, achievement, over a three-year period, of financial and operating objectives critical to the performance of the Company’s business plans and strategies. Achievement, over a three-year period, of the Company’s cumulative total shareholder return relative to the Company’s compensation peer group companies. The long-term incentive compensation for each Named Executive Officer also includes a time-based, restricted stock unit component that generally vests in full on the third anniversary of the grant subject to the officer’s continued employment. | ||||||
Fixed & Other Compensation | | | Base Salary, Retirement Programs, Benefits and Perquisites | | | Differentiate salaries based on individual responsibility and performance. Provide retirement and other benefits that reflect the competitive practices of the industry and provide limited perquisites. |
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| Compensation Discussion and Analysis |
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| ○ | annual and long-term incentives under the Company’s compensation programs appropriately balanced between annual and long-term financial performance goals that are expected to enhance stockholder value; |
| ○ | annual and long-term incentives tied to multiple performance goals to reduce undue weight on any one goal; |
| ○ | non-financial performance factors used in determining the actual payout of annual incentive compensation as a counterbalance to financial performance goals; |
| ○ | compensation programs designed to deliver a significant portion of compensation in the form of long-term incentives, discouraging excessive focus on annual results; |
| ○ | performance-based equity awards based on performance over a three-year period, focusing on sustainable performance over a three-year cycle rather than any one year; and |
| ○ | annual and long-term incentive plans that are subject to payment caps and Compensation Committee discretion to reduce payouts. |
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Consolidated Edison, Inc. Proxy Statement45 |
| | | | Compensation Discussion and |
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results were consistent with the results of the prior three years where 92.83%93.04% (2022) 92.23% (in 2019), 93.95% (in 2018)2021), and 93.5%93.40% (in 2017)2020), of the shares voted were voted “for” the proposal. Though our say-on-pay results continue to be very strong, the Company has continued its year-round stockholder engagement efforts through 20202023 and early 2021.2024. An overview of what the Company heard from stockholders during its engagement efforts and how it responded with respect to executive compensation matters is described in “Year-Round, Stockholder Engagement” below.
Stockholders.
46 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
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Motivate executives to create sustainable stockholder value and promote safe, reliable, and efficient service for customers | | | Performance-based compensation represents the most significant portion of each Named Executive Officer’s total direct compensation | ||
Support the Company’s short- and long-term business plans and strategies | | | Annual incentive plan awards and the majority of long-term incentive plan awards are based on achieving financial and operating objectives critical to the Company’s business plans and strategies | ||
Reward increased shareholder value | | | The largest portion of executive pay is delivered in long-term incentives based in part on the Company’s cumulative total shareholder return relative to the total shareholder return of the Company’s compensation peers
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Consolidated Edison, Inc. Proxy Statement47 |
For 2020, the
| | | | Compensation Discussion and Analysis |
| | | 2022 Revenue(1) | |||
Company Name | | ($ in millions) | |||
▪ The Southern Company | | $29,279 | |||
▪ Duke Energy Corporation | | | $28,319 | ||
▪ PG&E Corporation | | | $21,680 | ||
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▪ American Electric Power Company, Inc. | | | $19,640 | ||
▪ DTE Energy Company | | | $19,228 | ||
▪ Exelon Corp.(2) | | | $19,078 | ||
▪ Edison International | | | $17,220 | ||
▪ Dominion Energy, Inc. | | | $17,174 | ||
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▪ Xcel Energy Inc. | | | $15,310 | ||
▪ Sempra Energy | | | $14,439 | ||
▪ Entergy Corporation | | | $13,764 | ||
▪ Eversource Energy | | | $12,289 | ||
▪ FirstEnergy Corp. | | | $12,268 | ||
▪ Public Service Enterprise Group Inc.(2) | | | $9,800 | ||
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▪ WEC Energy Group, Inc. | | | $9,597 | ||
▪ CenterPoint Energy, Inc. | | | $9,321 | ||
▪ CMS Energy Corp.(2) | | | $8,596 | ||
▪ PPL Corporation | | | $7,902 | ||
▪ Ameren Corporation | | | $7,662 | ||
Median | | | 14,439 | ||
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Consolidated Edison, Inc. | | | 15,670 | ||
Percentile Rank | | | 57% | ||
Footnote
(1) | Source: |
For 2021, the Compensation Committee made no change to the compensation peer group.
(2) | Added to peer group in 2023. |
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| Compensation Discussion and Analysis |
Base Salary as of 12/31/2020 |
Target Total | Target Long-Term Incentive Compensation | Target Total Direct Compensation | |||||||||||||||||||||
| Company | Peer Group Median | Company | Peer Group Median | Company | Peer Group Median | Company | Peer Group Median | |||||||||||||||||
| ($) | (%) | ($) | (%) | ($) | (%) | ($) | (%) | |||||||||||||||||
Timothy P. Cawley(1) | 1,250,000 | 94% | 2,812,500 | 96% | 5,625,000 | 90% | 8,437,500 | 92% | ||||||||||||||||
Robert Hoglund | 814,000 | 123% | 1,424,500 | 120% | 1,628,000 | 110% | 3,052,500 | 113% | ||||||||||||||||
Deneen L. Donnley | 612,000 | 102% | 1,040,400 | 102% | 918,000 | 77% | 1,958,400 | 89% | ||||||||||||||||
Robert Sanchez | 515,000 | 97% | 927,000 | 99% | 1,030,000 | 116% | 1,957,000 | 105% | ||||||||||||||||
Mark Noyes | 440,000 | 83% | 792,000 | 84% | 880,000 | 99% | 1,672,000 | 90% | ||||||||||||||||
John McAvoy | 1,380,000 | 104% | 3,105,000 | 106% | 6,900,000 | 110% | 10,005,000 | 109% | ||||||||||||||||
| | | Base Salary as of 12/31/2023 | | | Target Total Cash Compensation (Base Salary + Target Annual Incentive) | | | Target Long-Term Incentive Compensation | | | Target Total Direct Compensation | |||||||||||||
| | | Company | | | Peer Group Median | | | Company | | | Peer Group Median | | | Company | | | Peer Group Median | | | Company | | | Peer Group Median | |
| | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | |
Timothy P. Cawley | | | 1,350,000 | | | 102 | | | 3,037,500 | | | 98 | | | 7,087,500 | | | 95 | | | 10,125,000 | | | 98 |
Robert Hoglund | | | 898,100 | | | 122 | | | 1,571,700 | | | 115 | | | 1,796,200 | | | 99 | | | 3,367,900 | | | 105 |
Matthew Ketschke | | | 800,000 | | | 99 | | | 1,440,000 | | | 94 | | | 2,000,000 | | | 101 | | | 3,440,000 | | | 94 |
Deneen L. Donnley | | | 675,400 | | | 112 | | | 1,148,200 | | | 108 | | | 1,350,800 | | | 99 | | | 2,499,000 | | | 113 |
Robert Sanchez | | | 568,300 | | | 98 | | | 1,022,900 | | | 102 | | | 1,136,600 | | | 93 | | | 2,159,500 | | | 104 |
Mark Noyes(1) | | | 524,900 | | | 97 | | | 944,800 | | | 99 | | | 1,049,800 | | | 110 | | | 1,994,600 | | | 104 |
(1) | Mr. |
compensation. In 2022, the Compensation Committee began the practice of designating 70% of each Named Executive Officer’s long- term incentive compensation as performance-based and 30% as time-based restricted stock units. The Compensation Committee made this change, at that time, to align more closely with peers, promote alignment with stockholder interests as the ultimate value received will be a function of stock price performance, and help the Company to maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. and, annual cash incentive compensation and long-term equity-based incentive compensation (performance-based compensation).responsibilityresponsibilities and performance. The Compensation Committee believesperformance thereunder, and that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct compensation, and thattherefore, most of the performance-based compensation provided to Named Executive Officers should be in the form of long-term, rather than annual, incentives to emphasize the importance of sustained Company performance.AwardsFor 2023, awards under the Company’s annual incentive plan arewere based on the achievement of financial and operating objectives for which the Named Executive Officers have individual and collective responsibility. AwardsFor 2023, 70% of the awards under the Company’s long term incentive plan arewere based on the achievement of financial and operating objectives critical to the Company’s business plans and strategies and the achievement, over a three-year period, of the Company’s cumulative total shareholder return relative to the total shareholder return for the Company’s compensation peer group companies.For 2020, theTheFor 2023, the target total direct compensation mix of the Named Executive Officers iswas in line with that of the Company’s compensation peer group companies (except that the Company does not provide non-performance-based long-term incentive compensation, such as time-based restricted stock). (See “Compensation Discussion and Analysis—Executive Compensation Philosophy and Objectives—Competitive Positioning—Attraction and Retention—Median Level Compensation” above.)companies.
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| Compensation Discussion and Analysis |
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50 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
 |  |
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Officers.
individual performance; |
contributions toward the Company’s long-term performance; |
the scope of each individual’s responsibilities; and |
compensation peer group company proxy statement data provided by the Compensation Committee’s independent compensation consultant. |
Consolidated Edison, Inc. Proxy Statement51 |
| | | | Compensation Discussion and Analysis |
recommendations from the Chief Executive Officer for each of the other Named Executive Officers; |
a general assessment of each Named Executive Officer’s performance of his or her responsibilities; and |
| ▪ | ||
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the level of base salary compared to key executives holding equivalent positions in the Company’s compensation peer group companies. |
Excluding Mr. Cawley, whose base salary reflects his promotion on December 29, 2020, base salary merit increases for the other Named Executive Officers were effective February 1, 2021 and, as a group, averaged 4.5%.
| Base Salary as of 2/1/2020 | Base Salary as of 2/1/2021 | Percentage Increase | ||||
| ($) | ($) | (%) | ||||
Timothy P. Cawley | 1,250,000(1) | 1,250,000 | 0 | |||
Robert Hoglund | 814,000 | 838,400 | 3.0% | |||
Deneen L. Donnley | 612,000 | 630,400 | 3.0% | |||
Robert Sanchez | 515,000 | 530,500 | 3.0% | |||
Mark Noyes | 440,000 | 490,000 | 11.4% | |||
John McAvoy | 1,380,000(2) | Not Applicable | Not Applicable | |||
Footnotes:
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| | | ($)2022 | | | ($)2023 | | | (%)(1) | |
Timothy P. Cawley | | | 1,300,000 | | | 1,350,000 | | | 3.8 |
Robert Hoglund | | | 863,600 | | | 898,100 | | | 4.0 |
Matthew Ketschke | | | 668,000 | | | 800,000 | | | 19.8 |
Deneen L. Donnley | | | 649,400 | | | 675,400 | | | 4.0 |
Robert Sanchez | | | 546,400 | | | 568,300 | | | 4.0 |
Mark Noyes | | | 504,700 | | | 524,900 | | | 4.0 |
52 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
recommendations from the Chief Executive Officer for each of the other Named Executive Officers; |
a general assessment of each Named Executive Officer’s performance of his or her responsibilities; and |
the level of annual incentive compensation compared to key executives in the Company’s compensation peer group companies. |
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Awards under the annual incentive plan are calculated as follows:
For each
“Target Percentage” is a percentage of Base Salary that varies based on the Named Executive Officer’s position as follows:
| | | Target as a Percentage of Base Salary | |
| | (%) | ||
Timothy P. Cawley | | 125 | |
Robert Hoglund | | | 75 |
Matthew Ketschke | | 80 | |
Deneen L. Donnley | | | 70 |
Robert Sanchez | | | 80 |
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Mark Noyes | | ||
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| 80 | ||
Footnotes:
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| Compensation Discussion and Analysis |
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 |
▪ adjusted net income
▪ operating objectives
▪ other financial performance
 operating budget component for Con Edison of New York and Orange & Rockland
| | | 0 to 200% | |||
capital budget component of other financial performance (excluding the impact of modifiers) | | | 0 to 120% | ||||
Orange & Rockland’s net income from ongoing operations (GAAP) for 2023.
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| Compensation Discussion and Analysis |
| Performance Relative to Adjusted Net Income Target | Payout Relative to Adjusted Net Income Target(1) | Company (95.3%)(2) | Regulated (93.2%)(2) |
Con Edison of (92.7%)(2) | Orange & Rockland (101.4%)(2) | Performance Relative to Adjusted Net Income Target | Payout Relative to Adjusted Net Income Target(1) | Clean Energy (119.3%)(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Net Income | Weight for McAvoy, Hoglund, and Donnley | Weight for Noyes | Adjusted Net Income | Weight for Cawley | Adjusted Net Income | Weight for Sanchez | Adjusted Net Income | Weight for Sanchez | Adjusted Net Income | Weight for Noyes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (%) | (%) | ($ in millions) | (%) | (%) | ($ in millions) | (%) | ($ in millions) | (%) | ($ in millions) | (%) | ($ in millions) | (%) | ($ in millions) | (%) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maximum | ³ 110 | 200 | 1,614.8 | 100 | 20 | 1,482.8 | 100 | 1,405.8 | 20 | 77 | 80 | ³ 125 | 200 | 103.8 | 80 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Target | 100 | 100 | 1,468.0 | 50 | 10 | 1,348.0 | 50 | 1,278.0 | 10 | 70 | 40 | 100 | 100 | 83.0 | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Minimum | 90 | 0 | 1,321.2 | 0 | 0 | 1,213.2 | 0 | 1,150.2 | 0 | 63 | 0 | 75 | 0 | 62.3 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACTUAL | — | — | 1,399.0 | 26.5 | 5.3 | 1,256.0 | 16.0 | 1,185.0 | 2.7 | 71 | 45.6 | — | — | 99.0 | 70.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
targets, with the inclusion of the Clean Energy Businesses, which relates solely to Mr. Noyes. Mr. Noyes was entitled to an annual incentive with a 10% target weighting on Company Adjusted Net Income and 25% on adjusted net income of the Clean Energy Businesses.
| | | Performance Relative to Adjusted Net Income Target | | | Payout Relative to Adjusted Net Income Target(1) | | | Company 135.0%(2) | | | Regulated 108.0%(2) | | | Con Edison of New York 105.0%(2) | | | Orange & Rockland 155.0%(2) | | | Clean Energy Businesses | | | Clean Energy Businesses | ||||||||||||||||
| | | Adjusted Net Income | | | Weight for Cawley, Hoglund and Donnley | | | Weight for Noyes | | | Adjusted Net Income | | | Weight for Ketschke | | | Adjusted Net Income | | | Weight for Sanchez | | | Adjusted Net Income | | | Weight for Sanchez | | | Adjusted Net Income /(Loss) | | | Weight for Noyes(3) | |||||||
| | | (%) | | | (%) | | | ($ in millions) | | | (%) | | | (%) | | | ($ in millions) | | | (%) | | | ($ in millions) | | | (%) | | | ($ in millions) | | | (%) | | | ($ in millions) | | | % | |
Maximum | | | ≥110 | | | 200 | | | 1,872.2 | | | 100 | | | 20 | | | 1,857.9 | | | 100 | | | 1,757.8 | | | 20 | | | 100.1 | | | 80 | | | 160 | | | 56 |
Target | | | 100 | | | 100 | | | 1,702 | | | 50 | | | 10 | | | 1,689 | | | 50 | | | 1,598 | | | 10 | | | 91 | | | 40 | | | 145 | | | 40 |
Minimum | | | 90 | | | 0 | | | 1,531.8 | | | 0 | | | 0 | | | 1,520.1 | | | 0 | | | 1,438.2 | | | 0 | | | 81.9 | | | 0 | | | 131 | | | 0 |
ACTUAL | | | — | | | — | | | 1,762 | | | 67.5 | | | 13.5 | | | 1,702 | | | 54.0 | | | 1,606 | | | 52.5 | | | 96 | | | 62 | | | (0.7) | | | 40 |
(1) | The payout relative to the adjusted net income target is interpolated for actual performance between adjusted net income minimum, target, and maximum performance. |
(2) | Actual performance relative to adjusted net income target. |
(3) | Pursuant to the terms of his arrangements with respect to the sale of the Clean Energy Businesses, Mr. Noyes received a pro-rata payout of his 2023 bonus at target level as set forth in the Summary Compensation Table on page 73. |
Consolidated Edison, Inc. Proxy Statement55 |
| | | | Compensation Discussion and Analysis |
Performance Relative to | Payout Relative to Operating Budget Target(1) | Con Edison of New York (97.2%)(2) |
Orange & Rockland (99.2%)(2) | Con Edison Transmission (89.0%)(2) | ||||||||||||||||||
| Operating Budget | Weight for McAvoy, Hoglund, and Donnley | Weight for Cawley | Operating Budget | Weight for McAvoy, Hoglund, and Donnley | Weight for Sanchez | Operating Budget | Weight for McAvoy, Hoglund, and Donnley | |||||||||||||||
| (%) | (%) | ($ in millions) | (%) | (%) | ($ in millions) | (%) | (%) | ($ in millions) | (%) | |||||||||||||
| Maximum | £ 89 | 200 | 1,470.3 | 24 | 30 | 196.0 | 2 | 50 | 7.5 | 2 | ||||||||||||
| Target | > 99 - < 101 | 100 | 1,652.0 | 12 | 15 | 220.2 | 1 | 25 | 8.4 | 1 | ||||||||||||
| Minimum | ³ 111 | 0 | 1,833.7 | 0 | 0 | 244.4 | 0 | 0 | 9.3 | 0 | ||||||||||||
| ACTUAL | — | — | 1,606.0 | 15.6(3) | 19.5(3) | 218.5 | 1.0 | 25.0 | 7.5 | 2.0 | ||||||||||||
| | | Performance Relative to Operating Budget Target | | | Payout Relative to Operating Budget Target(1) | | | Con Edison of New York 99.7%(2) | | | Orange & Rockland 99.0%(2) | |||||||||||||
| | | Operating Budget | | | Weight for Cawley, Hoglund, and Donnley | | | Weight for Ketschke | | | Operating Budget | | | Weight for Cawley, Hoglund, and Donnley | | | Weight for Sanchez | |||||||
| | | (%) | | | (%) | | | ($ in millions) | | | (%) | | | (%) | | | ($ in millions) | | | (%) | | | (%) | |
Maximum | | | ≤89 | | | 200 | | | 1,646.5 | | | 28 | | | 30 | | | 218.4 | | | 2 | | | 50 |
Target | | | >99 - < 101 | | | 100 | | | 1,850.0 | | | 14 | | | 15 | | | 245.4 | | | 1 | | | 25 |
Minimum | | | ≥111 | | | 0 | | | 2,053.5 | | | 0 | | | 0 | | | 272.4 | | | 0 | | | 0 |
ACTUAL | | | — | | | — | | | 1,845.0 | | | 16.8 (3) | | | 18.0(3) | | | 242.9 | | | 1.0 | | | 25.0 |
(1) | The payout relative to the operating budget target is interpolated for actual performance between operating budget minimum, target, and maximum performance. |
(2) | Actual performance relative to operating budget target. |
(3) | In |
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The following table shows the targets assigned to the “other financial performance” component for capital budget and, for each Named Executive Officer indicated (other than Mr. Noyes), the weighting earned based on achieving those targets.
| Performance Relative to Capital Budget Target | Payout Relative to Capital Budget Target(1) | Con Edison Company of New York (97.5%)(2) | ||||||||||||||||||
| Capital Budget | Weight for McAvoy, Hoglund, Cawley, and Donnley | |||||||||||||||||||
| (%) | (%) | ($ in millions) | (%) | |||||||||||||||||
Maximum | £ 89 | 120 | 2,932.6 | 12 | ||||||||||||||||
Target | > 99 - < 101 | 100 | 3,295.0 | 10 | ||||||||||||||||
Minimum | ³ 111 | 0 | 3,657.5 | 0 | ||||||||||||||||
ACTUAL | — | — | 3,212.0 | 9.3 | (3) | |||||||||||||||
| | | Performance Relative to Capital Budget Target | | | Payout Relative to Capital Budget Target(1) | | | Con Edison Company of New York 95.5%(2) | ||||
| | | Capital Budget | | | Weight for Cawley, Hoglund, Ketschke and Donnley | |||||||
| | | (%) | | | (%) | | | ($ in millions) | | | (%) | |
Maximum | | | < 89 | | | 120 | | | <3,900.0 | | | 12 |
Target | | | > 99 - < 101 | | | 100 | | | 4,382.0 | | | 10 |
Minimum | | | > 111 | | | 0 | | | 4,864.0 | | | 0 |
ACTUAL | | | — | | | — | | | 4,186.0 | | | 11.2(3) |
(1) | The payout relative to the capital budget target is interpolated for actual performance between capital budget minimum, target, and maximum performance. |
(2) | Actual performance relative to capital budget target. Payout on actual performance can be increased by up to 25% based upon the achievement of certain modifiers. |
(3) | In |
56 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
| Performance Relative to Adjusted EBITDA Target | Payout Relative to Adjusted EBITDA Target(1) | Clean Energy Businesses (98.8%)(2) | ||||||||||||||||
| Adjusted EBITDA | Weight for McAvoy, Hoglund, and Donnley | Weight for Noyes | ||||||||||||||||
| (%) | (%) | ($ in millions) | (%) | (%) | ||||||||||||||
Maximum | ³ 115 | 200 | 563.8 | 2 | 50 | |||||||||||||
Target | 100 | 100 | 490.3 | 1 | 25 | |||||||||||||
Minimum | £ 85 | 0 | 416.8 | 0 | 0 | |||||||||||||
ACTUAL | — | — | 484.2 | 0.9 | 23.0 | |||||||||||||
Adjusted EBITDA for the Clean Energy Businesses is not determined in accordance with GAAP. Information on how the Company calculates Adjusted EBITDA for the Clean Energy Businesses is disclosed in Appendix C.
| | | Performance Relative to Adjusted EBITDA for the Clean Energy Businesses Target | | | Payout Relative to Adjusted EBITDA for the Clean Energy Businesses Target | | | Clean Energy Businesses 25% | ||||
| | | Adjusted EBITDA | | | Weight for Mr. Noyes(1) | |||||||
| | | (%) | | | (%) | | | ($ in millions) | | | (%) | |
Maximum | | | ≥115 | | | 200 | | | 650.2 | | | 50 |
Target | | | 100 | | | 100 | | | 565.4 | | | 25 |
Minimum | | | ≤85 | | | 0 | | | 480.6 | | | 0 |
ACTUAL | | | — | | | — | | | 60.8 | | | 25 |
(1) |
Pursuant to the |
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Employee and Public Safety | | | We are committed to achieving a |
Environment and Sustainability | | | We value environmental stewardship and strive to make wise and effective use of natural resources while controlling costs for our customers and creating long-term value for our stockholders. |
Operational Excellence | | | We stand behind our work and look for new ways to excel at our jobs. We talk openly about ethical choices, follow all laws, rules, and regulations, adapt to change, and invest in the skills of our employees. |
Customer Experience | | | We consider the customer’s point of view, make customer priorities our own, and seek to elevate the experience of doing business with us. |
Consolidated Edison, Inc. Proxy Statement57 |
| | | | Compensation Discussion and Analysis |
Operating Objectives(1) | Key Indicators Achieved | |||||||||||||||||||
Con Edison of New York | Orange & Rockland | Clean Energy Businesses | Con Edison Transmission | |||||||||||||||||
| (#) | (#) | (#) | (#) | |||||||||||||||||
§ Employee and Public Safety | 4/5 | 4/5 | 1/1 | 2/2 | ||||||||||||||||
§ Environment and Sustainability | 4/4 | 5/5 | 1/1 | 2/2 | ||||||||||||||||
§ Operational Excellence | 6/7 | 5/5 | 8/8 | 6/6 | ||||||||||||||||
§ Customer Experience | 4/4 | 5/5 | — | — | ||||||||||||||||
TOTAL | 18/20 | 19/20 | 10/10 | 10/10 | ||||||||||||||||
PAYOUT RELATIVE TO TARGET (%) | 150 | 175 | 200 | 200 | ||||||||||||||||
Proxy Statement.
| | | Key Indicators Achieved | |||||||
| | | Con Edison of New York | | | Orange & Rockland | | | Clean Energy Businesses(2) | |
Operating Objectives(1) | | | (#) | | | (#) | | | (#) |
▪ Employee and Public Safety | | | 4/5 | | | 4/5 | | | 1/1 |
▪ Environment and Sustainability | | | 4/4 | | | 5/5 | | | 1/1 |
▪ Operational Excellence | | | 6/7 | | | 4/5 | | | 8/8 |
▪ Customer Experience | | | 4/4 | | | 5/5 | | | — |
TOTAL | | | 18/20 | | | 18/20 | | | 10/10 |
PAYOUT RELATIVE TO TARGET (%) | | | 150 | | | 150 | | | 200 |
(1) | All Operating objectives |
(2) | ||
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The payout relative to target was determined based on the number of key operating objectives indicators achieved and the weighting earned for each of Con Edison of New York’s and Orange & Rockland’s, Clean Energy Businesses’ and Con Edison Transmission’s “operating objectives” component as indicated in the table below.
| Payout Relative to Target(1) | Key Operating Objectives Indicators Achieved | Weight | Weight | |||||||||||||||||||
| Con Edison of New York | Orange & Rockland | Key Operating Objectives Indicators Achieved | Clean Energy Businesses | Clean Energy Businesses | Con Edison Transmission | |||||||||||||||||
| McAvoy, Hoglund, and Donnley | Cawley | McAvoy, Hoglund, and Donnley | Sanchez | McAvoy, Hoglund, and Donnley | Noyes | McAvoy, and Donnley | ||||||||||||||||
| (%) | (#) | (%) | (%) | (%) | (%) | (#) | (%) | (%) | (%) | |||||||||||||
Maximum | 200 | 20/20 | 44 | 50 | 2 | 50 | 10/10 | 2 | 50 | 2 | ||||||||||||
Target | 100 | 16/20 | 22 | 25 | 1 | 25 | 8/10 | 1 | 25 | 1 | ||||||||||||
Minimum | 0 | £ 12/20 | 0 | 0 | 0 | 0 | £ 5/10 | 0 | 0 | 0 | ||||||||||||
Actual | — | — | 33.0 | 37.5 | 1.8 | 43.8 | — | 2.0 | 50.0 | 2.0 | ||||||||||||
| | | Payout Relative to Target (1) | | | Key Operating Objectives Indicators Achieved | | | Weight | ||||||||||
| | | Con Edison of New York | | | Orange & Rockland | |||||||||||||
| | | Cawley, Hoglund, and Donnley | | | Ketschke | | | Cawley, Hoglund, and Donnley | | | Sanchez | |||||||
| | | (%) | | | (#) | | | (%) | | | (%) | | | (%) | | | (%) | |
Maximum | | | 200 | | | 20/20 | | | 44 | | | 50 | | | 2 | | | 50 |
Target | | | 100 | | | 16/20 | | | 22 | | | 25 | | | 1 | | | 25 |
Minimum | | | 0 | | | ≤ 12/20 | | | 0 | | | 0 | | | 0 | | | 0 |
Actual | | | — | | | — | | | 36.0 | | | 37.5 | | | 1.5 | | | 37.5 |
(1) | The payout relative to target is interpolated for performance achieved between key operating objective indicators. |
58 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
McAvoy, Hoglund, and Donnley | Cawley | Sanchez | Noyes | |||||||||||||||||||||||||||||
| Weight | Weight | Weight | Weight | |||||||||||||||||||||||||||||
| Target | Earned | Target | Earned | Target | Earned | Target | Earned | |||||||||||||||||||||||||
| (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | |||||||||||||||||||||||||
| Financial Objectives | ||||||||||||||||||||||||||||||||
Adjusted Net Income | ||||||||||||||||||||||||||||||||
§ Company Adjusted Net Income | 50 | 26.5 | — | — | — | — | 10 | 5.3 | ||||||||||||||||||||||||
§ Regulated Adjusted Net Income | — | — | 50 | 16.0 | — | — | — | — | ||||||||||||||||||||||||
§ Con Edison of New York Adjusted Net Income | — | — | — | — | 10 | 2.7 | — | — | ||||||||||||||||||||||||
§ Orange & Rockland Adjusted Net Income | — | — | — | — | 40 | 45.6 | — | — | ||||||||||||||||||||||||
§ Clean Energy Businesses Adjusted Net Income | — | — | — | — | — | — | 40 | 70.5 | ||||||||||||||||||||||||
Other Financial Performance | ||||||||||||||||||||||||||||||||
§ Con Edison of New York Operating Budget | 12 | 15.6 | 15 | 19.5 | — | — | — | — | ||||||||||||||||||||||||
§ Con Edison of New York Capital Budget | 10 | 9.3 | 10 | 9.3 | — | — | — | — | ||||||||||||||||||||||||
§ Orange & Rockland Operating Budget | 1 | 1.0 | — | — | 25 | 25.0 | — | — | ||||||||||||||||||||||||
§ Clean Energy Businesses Adjusted EBITDA | 1 | 0.9 | — | — | — | — | 25 | 23.0 | ||||||||||||||||||||||||
§ Con Edison Transmission Operating Budget | 1 | 2.0 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Operating Objectives | ||||||||||||||||||||||||||||||||
§ Con Edison of New York | 22 | 33.0 | 25 | 37.5 | — | — | — | — | ||||||||||||||||||||||||
§ Orange & Rockland | 1 | 1.8 | — | — | 25 | 43.8 | — | — | ||||||||||||||||||||||||
§ Clean Energy Businesses | 1 | 2.0 | — | — | — | — | 25 | 50.0 | ||||||||||||||||||||||||
§ Con Edison Transmission | 1 | 2.0 | — | — | — | — | — | — | ||||||||||||||||||||||||
TOTAL | 100 | 94.1 | 100 | 82.3 | 100 | 117.1 | 100 | 148.8 | ||||||||||||||||||||||||
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| | | Cawley, Hoglund, and Donnley | | | Ketschke | | | Sanchez | ||||||||||
| | | Weight | | | Weight | | | Weight | ||||||||||
| | | Target | | | Earned | | | Target | | | Earned | | | Target | | | Earned | |
| | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
Financial Objectives | | | | | | | | | | | | | ||||||
Adjusted Net Income: | | | | | | | | | | | | | ||||||
▪ Company Adjusted Net Income | | | 50 | | | 67.5 | | | — | | | — | | | — | | | — |
▪ Regulated Adjusted Net Income | | | — | | | — | | | 50 | | | 54.0 | | | — | | | — |
▪ Con Edison of New York Adjusted Net Income | | | — | | | — | | | — | | | — | | | 10 | | | 10.5 |
▪ Orange & Rockland Adjusted Net Income | | | — | | | — | | | — | | | — | | | 40 | | | 62.0 |
Other Financial Performance Measures: | | | | | | | | | | | | | ||||||
▪ Con Edison of New York Operating Budget | | | 14 | | | 16.8 | | | 15 | | | 18.0 | | | — | | | — |
▪ Con Edison of New York Capital Budget | | | 10 | | | 11.2 | | | 10 | | | 11.2 | | | — | | | — |
▪ Orange & Rockland Operating Budget | | | 1 | | | 1.0 | | | — | | | — | | | 25 | | | 25.0 |
Operating Objectives: | | | | | | | | | | | | | ||||||
▪ Con Edison of New York | | | 24 | | | 36.0 | | | 25 | | | 37.5 | | | — | | | — |
▪ Orange & Rockland | | | 1 | | | 1.5 | | | — | | | — | | | 25 | | | 37.5 |
TOTAL | | | 100 | | | 134.0 | | | 100 | | | 120.7 | | | 100 | | | 135.0 |
| Base Salary | × | Target Percentage | × | Weight Earned | = | 2020 Award | |||||||||||||||||||||||||||||
| ($) | (%) | (%) | ($) | ||||||||||||||||||||||||||||||||
Timothy P. Cawley | 750,000(1) | 80 | 82.3 | 493,800 | |||||||||||||||||||||||||||||||
Robert Hoglund | 814,000 | 75 | 94.1 | 574,500 | |||||||||||||||||||||||||||||||
Deneen L. Donnley | 612,000 | 70 | 94.1 | 403,100 | |||||||||||||||||||||||||||||||
Robert Sanchez | 515,000 | 80 | 117.1 | 482,500 | |||||||||||||||||||||||||||||||
Mark Noyes | 440,000 | 80 | 148.8 | 523,800 | |||||||||||||||||||||||||||||||
John McAvoy | 1,380,000 | 125 | 94.1 | 1,623,200 | |||||||||||||||||||||||||||||||
| | | Base Salary (as of December 31, 2023) | | | × | | | Target Percentage | | | × | | | Weight Earned | | | = | | | 2023 Award | |
| | | ($) | | | | | (%) | | | | | (%) | | | | | ($) | ||||
Timothy P. Cawley | | | 1,350,000 | | | | | 125 | | | | | 134.0 | | | | | 2,261,250 | |||
Robert Hoglund | | | 898,100 | | | | | 75 | | | | | 134.0 | | | | | 902,600 | |||
Matthew Ketschke | | | 800,000 | | | | | 80 | | | | | 120.7 | | | | | 772,500 | |||
Deneen L. Donnley | | | 675,400 | | | | | 70 | | | | | 134.0 | | | | | 633,600 | |||
Robert Sanchez | | | 568,300 | | | | | 80 | | | | | 135.0 | | | | | 613,700 |
Consolidated Edison, |
| | | | Compensation Discussion and Analysis |
recommendations from the Chief Executive Officer for each of the other Named Executive Officers; |
a general assessment of each Named Executive Officer’s performance of his or her responsibilities; and |
the level of long-term incentive compensation compared to key executives in the Company’s compensation peer group companies. |
performance-based equity awards under the long termlong-term incentive plan for the Company’s Named Executive Officers. The Compensation Committee’s use of performance-based equity awards is intended to further reinforce the alignment of Named Executive Officer pay opportunities with stockholders’ interests by directly linking pay to the achievement of strong, sustained long-term financial and operating performance.measures.measures over the performance period. Time-based units provide for the right to receive one share of Company Common Stock for each unit awarded, subject to the satisfaction of a three-year service-based vesting schedule. Named Executive Officers may elect to defer the receipt of the cash value of the awardunits into the Company’s deferred income plan and/or to defer the receipt of the shares. Dividends are not paid and do not accrue on the units until after the Compensation Committee has approved the results of the pre-established objectives. objectives and the units vest (as applicable).
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| | | |
| Compensation Discussion and Analysis |
| Base Salary as of December 31, 2019 | x
| 2020 Target Award as a Percentage of Base Salary | = | 2020 Target Award | ÷ | Share Price(1) | = | 2020 Target Award of Performance Units (rounded) | |||||||||||||||||||||||||||||||||||||
| ($) | (%) | ($) | ($) | (#) | |||||||||||||||||||||||||||||||||||||||||
Timothy P. Cawley | 630,400 | 250 | 1,576,000 | 88.52 | 17,800 | ||||||||||||||||||||||||||||||||||||||||
Robert Hoglund | 790,000 | 200 | 1,580,000 | 88.52 | 17,800 | ||||||||||||||||||||||||||||||||||||||||
Deneen L. Donnley | 600,000 | 150 | 900,000 | 88.52 | 10,200 | ||||||||||||||||||||||||||||||||||||||||
Robert Sanchez | 459,600 | 200 | 919,200 | 88.52 | 10,400 | ||||||||||||||||||||||||||||||||||||||||
Mark Noyes | 391,000 | 200 | 782,000 | 88.52 | 8,800 | ||||||||||||||||||||||||||||||||||||||||
John McAvoy | 1,340,000 | 500 | 6,700,000 | 88.52 | 75,700 | ||||||||||||||||||||||||||||||||||||||||
Footnote:
| | | Base Salary as of January 1, 2023 | | | x | | | 2023 Target Award as a Percentage of Base Salary | | | = | | | 2023 Target Award | | | ÷ | | | Share Price(1) | | | = | | | 2023 Target Award of Performance Units(2) (rounded) | | | 2023 Target Award of Time-Based Units(2) (rounded) | |
| | | ($) | | | | | (%) | | | | | ($) | | | | | ($) | | | | | (#) | | | (#) | |||||
Timothy P. Cawley | | | 1,300,000 | | | | | 525 | | | | | 6,825,000 | | | | | 91.53 | | | | | 52,200 | | | 22,400 | ||||
Robert Hoglund | | | 863,600 | | | | | 200 | | | | | 1,727,200 | | | | | 91.53 | | | | | 13,200 | | | 5,700 | ||||
Matthew Ketschke | | | 668,000 | | | | | 250 | | | | | 1,670,000 | | | | | 91.53 | | | | | 12,700 | | | 5,500 | ||||
Deneen L. Donnley | | | 649,400 | | | | | 200 | | | | | 1,298,000 | | | | | 91.53 | | | | | 9,900 | | | 4,300 | ||||
Robert Sanchez | | | 546,400 | | | | | 200 | | | | | 1,092,800 | | | | | 91.53 | | | | | 8,300 | | | 3,600 | ||||
Mark Noyes | | | 504,700 | | | | | 200 | | | | | 1,009,400 | | | | | 91.53 | | | | | 7,700 | | | 3,300 |
(1) | The share price for the performance-based awards is |
(2) | In calculating the actual number of performance-based units (70%) and time-based units (30%) granted, the Company employs limited discretion in the award calculation and rounding of shares. |
Consolidated Edison, Inc. Proxy Statement61 |
| | | | Compensation Discussion and Analysis |
| Target Weight | Maximum Payout Relative to Target | Maximum Weighted Result | |||||||||
| (%) | (%) | (%) | ||||||||||
Shareholder Return | 50 | 200 | 100 | |||||||||
Adjusted EPS | 30 | 200 | 60 | |||||||||
Operating Objectives | 20 | 150 | 30 | |||||||||
TOTAL | 190 | |||||||||||
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return portion of the performance unit awards. The CompensationMD&C Committee believes that total shareholder return is a performance goal that aligns executive compensation with the creation of stockholder value. The levels of performance units are earned as follows:
| | | Total Shareholder Return | |||||
| | |||||||
| | Company Percentile | | | Payout Relative to Target(1) | |||
| | Ranking | | | (%) | |||
Maximum | | | 90th or greater | | | 200 | |
Target | | | 50th | | | 100 | |
Minimum | | | 25th | | | 25 | |
| | | Below 25th | | | 0 | ||
(1) | Interpolated for actual performance between minimum, target, and maximum performance. |
62 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
| Three-Year Cumulative Adjusted EPS(1) | ||||
| Performance Goal | Payout Relative to Target(2) | |||
| ($) | (%) | |||
Maximum | ³ 15.05 | 200 | ||
Target | 13.44 | 100 | ||
Minimum | < 11.83 | 0 | ||
| | | Three-Year Cumulative Adjusted EPS(1) | ||||
| | | Performance Goal | | | Payout Relative to Target(2) | |
| | | ($) | | | (%) | |
Maximum | | | ≥17.70 | | | 200 |
Target | | | 15.80 | | | 100 |
Minimum | | | 13.90 | | | 0 |
(1) | Adjusted EPS (a non-GAAP Financial Measure) is the Company’s adjusted earnings per share, |
(2) | Interpolated for actual performance between minimum, target, and maximum performance. |
| Operating Objectives (5% weight for each objective below) | Performance Goals | ||||||||||||||
| Minimum | Target | Maximum | |||||||||||||
Customer Service System Work Plan Milestones/Tasks | < 6 | 8 | 10 | ||||||||||||
Cyber Security Work Plan Milestones/Tasks | < 3 | 4(2) | 5 | ||||||||||||
Clean Energy and Electrification Work Plan Milestones/Tasks | < 2 | 3(2) | 5 | ||||||||||||
Growth in Renewable Portfolio (MW (AC))(1) | < 52.5 | 105(3) | ³ 157.5 | ||||||||||||
Payout Relative to Target (%) | 0 | 100 | 150 | ||||||||||||
Operating Objectives (5% weight for each objective below) | | | Performance Goals | ||||||
| | Minimum | | | Target(1) | | | Maximum | ||
Diversity and Inclusion Work Plan | | | < 3 | | | 4 | | | 6 |
Cyber Security Work Plan Milestones/Tasks | | | <4 | | | 5 | | | 7 |
Clean Energy and Electrification Work Plan Milestones/Tasks | | | < 2 | | | 3 | | | 5 |
Reliable Clean City Electric Transmission Projects | | | < 6 | | | 8 | | | 10 |
Payout Relative to Target (%) | | | 0 | | | 100 | | | 150 |
(1) | ||
|
|
|
Footnotes:
|
The |
Consolidated Edison, Inc. Proxy Statement63 |
| | | | Compensation Discussion and Analysis |
The performance units received by Mr. Noyes for the 2018-2020 performance period were based on a non-discretionary formula that did not include weighted results for Operating Objectives or Adjusted EPS. For Mr. Noyes, his 2018-2020 performance award was based on 50% weighted result for Shareholder Return and 50% weighted result for the 3-year average calculated payouts of his Annual Incentive Plan results.
formula:
| 2018 Target Award as a Percentage of Base Salary | 2018 Target Award | |||||||||
| (%) | (#) | |||||||||
Timothy P. Cawley(1) | 250 | 18,100 | ||||||||
Robert Hoglund | 200 | 18,000 | ||||||||
Deneen L. Donnley(2) | — | — | ||||||||
Robert Sanchez | 200 | 10,400 | ||||||||
Mark Noyes(3) | 100 | 4,500 | ||||||||
John McAvoy | 475 | 72,400 | ||||||||
Footnotes:
|
|
|
|
|
|
| | | 2021 Target Award as a Percentage of Base Salary | | | 2021 Target Award | |
| | | (%) | | | (#) | |
Timothy P. Cawley | | | 450 | | | 81,100 |
Robert Hoglund | | | 200 | | | 23,500 |
Matthew Ketschke | | | 250 | | | 23,500 |
Deneen L. Donnley | | | 150 | | | 13,200 |
Robert Sanchez | | | 200 | | | 14,800 |
Mark Noyes | | | 200 | | | 12,700 |
| Shareholder Return | ||||||
Company Percentile Rating | Payout Relative to Target(1) | Weight | ||||
| (%) | (%) | |||||
Maximum | 90th or greater | 200 | 100 | |||
Target | 50th | 100 | 50 | |||
Minimum | 25th | 25 | 25 | |||
| Below 25th | 0 | 0 | ||||
Actual | 16th percentile | 0 | 0 | |||
2021.
| | | Shareholder Return | |||||||
| | | Company Percentile Rating | | | Payout Relative to Target(1) | | | Weight | |
| | | (%) | | | (%) | ||||
Maximum | | | 90th or greater | | | 200 | | | 100 |
Target | | | 50th | | | 100 | | | 50 |
Minimum | | | 25th | | | 25 | | | 25 |
| | | Below 25th | | | 0 | | | 0 | |
Actual | | | 89th Percentile | | | 197.5 | | | 98.8 |
(1) | Interpolated for actual performance between minimum, target, and maximum performance. |
64 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
| Three-Year Cumulative Adjusted EPS | ||||||||||||||||
Performance Relative to Target | Performance Goal | Payout Relative to Target(1) | Weight | |||||||||||||
| (%) | ($) | (%) | (%) | |||||||||||||
Maximum | ³ 112 | ³ 14.80 | 200 | 60 | ||||||||||||
Target | 100 | 13.21 | 100 | 30 | ||||||||||||
Minimum | < 88 | < 11.62 | 0 | 0 | ||||||||||||
Actual | 97.6 | 12.89(2) | 84.9 | 25.5 | ||||||||||||
Footnotes:
| | | Three-Year Cumulative Adjusted EPS | ||||||||||
| | Performance Relative to Target | | | Performance Goal | | | Payout Relative to Target(1) | | | Weight | ||
| | (%) | | | ($) | | | (%) | | | (%) | ||
Maximum | | | ≥ 112 | | | ≥ 15.16 | | | 200 | | | 60 |
Target | | | 100 | | | 13.54 | | | 100 | | | 30 |
Minimum | | | < 88 | | | < 11.92 | | | 0 | | | 0 |
Actual | | | 102.1 | | | 13.82 | | | 117.1 | | | 35.1 |
(1) |
|
|
|
|
| | | |
| Compensation Discussion and Analysis |
| Performance Goals | Achievement Relative to Target(1) | Payout Relative to Target | |||||||||||||||||||||||||||||||||
| Operating Objectives | Minimum | Target | Maximum | ||||||||||||||||||||||||||||||||
| 2018-2020 (each 5% weight) | (#) | (#) | (#) | (#) | (%) | (%) | |||||||||||||||||||||||||||||
Advanced Metering Infrastructure Work Plan |
| ||||||||||||||||||||||||||||||||||
| < 7 | 9 | 11 | 11 | 150 | 7.5 | ||||||||||||||||||||||||||||||
Cyber Security(2) |
| ||||||||||||||||||||||||||||||||||
| 2018 | < 4 | 5 | 6 | 6 | 150 | — | |||||||||||||||||||||||||||||
| 2019 | < 3 | 4 | 5 | 5 | 150 | — | |||||||||||||||||||||||||||||
| 2020 | < 3 | 4 | 5 | 5 | 150 | — | |||||||||||||||||||||||||||||
Average | — | — | — | — | 150 | 7.5 | |||||||||||||||||||||||||||||
Gas Main Replacement (Con Edison of New York and Orange & Rockland) Number of Miles Completed |
| ||||||||||||||||||||||||||||||||||
| < 298 | 334 | ³ 370 | 329 | 93.4 | 4.7 | ||||||||||||||||||||||||||||||
Growth in Renewable Portfolio (MW (AC))(3) |
| ||||||||||||||||||||||||||||||||||
| 2018 | < 125.0 | 250 | ³ 375.0 | 252 | — | — | |||||||||||||||||||||||||||||
| 2019 | < 22.0 | 44 | ³ 66.0 | 54 | — | — | |||||||||||||||||||||||||||||
| 2020 | < 52.5 | 105 | ³ 157.5 | 185 | — | — | |||||||||||||||||||||||||||||
| Cumulative | < 199.5 | 399 | ³ 598.5 | 491 | 123 | 6.2 | |||||||||||||||||||||||||||||
ACTUAL |
| — | — | — | — | 129.5 | 25.9 | ||||||||||||||||||||||||||||
Footnotes:
| | | | | ||||||||||||||||||||||
| | | Performance Goals | | | Achievement Relative to Target(1) | | | Payout Relative to Target | | | |||||||||||||||
Operating Objectives | | | Minimum | | | Target | | | Maximum | | |||||||||||||||
2021-2023 (each 5% weight) | | | (#) | | | (#) | | | (#) | | | (#) | | | (%) | | | (%) | | | |||||
Cyber Security | | | |||||||||||||||||||||||
Milestones/Tasks | | | |||||||||||||||||||||||
| | | 2021 | | | < 3 | | | 4 | | | 6 | | | 6 | | | 150 | | | — | | | |||
| | | 2022 | | | < 3 | | | 4 | | | 6 | | | 6 | | | 150 | | | — | | | |||
| | | 2023 | | | < 4 | | | 5 | | | 7 | | | 6 | | | 125 | | | — | | | |||
| | | Average | | | — | | | — | | | — | | | — | | | 141.7 | | | 7.1 | | | |||
Clean Energy and Electrification Work Plan | | | | | |||||||||||||||||||||
Milestone/Tasks | | | | | |||||||||||||||||||||
| | | 2021 | | | < 2 | | | 3 | | | > 5 | | | 4 | | | 125 | | | — | | | |||
| | | 2022 | | | < 2 | | | 3 | | | < 5 | | | 5 | | | 150 | | | — | | | |||
| | | 2023 | | | < 2 | | | 3 | | | < 5 | | | 5 | | | 150 | | | — | | | |||
| | | Average | | | — | | | — | | | — | | | — | | | 141.7 | | | 7.1 | | | |||
Growth in Renewable Portfolio (MW (AC)) | | | | ||||||||||||||||||||||
| | | 2021 | | | < 238.5 | | | 477 | | | ≥ 715.5 | | | 738 | | | 150 | | | — | | | |||
| | | 2022 | | | < 104 | | | 208 | | | ≥ 312.5 | | | 320 | | | 150 | | | — | | | |||
| | | 2023 | | | < 137.5 | | | 275 | | | 412.5 | | | 275 | | | 100 | | | — | | | |||
| | | Average | | | | | | | | | | | 138.9 | | | 7.0 | | | |||||||
Diversity and Inclusion | | | | ||||||||||||||||||||||
| | | 2021 | | | <2 | | | 3 | | | 5 | | | 5 | | | 150 | | | — | | | |||
| | | 2022 | | | <2 | | | 3 | | | 5 | | | 5 | | | 150 | | | — | | | |||
| | | 2023 | | | <3 | | | 4 | | | 6 | | | 6 | | | 150 | | | — | | | |||
| | | Average | | | | | | | | | | | 143.1 | | | 7.5 | | | |||||||
| | | ACTUAL PAYOUT | | | | | | | | | | | 143.1 | | | 28.7 | | | |||||||
(1) |
|
The Compensation Committee approved annual work plans in |
|
“Incentive Plan.” For Mr. Noyes, a 50% target weighting was assigned based on the 3-year average calculated payouts under the Clean Energy Businesses annual incentive plan for 2018 and 2019 and the Company’s annual incentive plan for 2020.
| 2018 | 2019 | 2020 | Average | Target Weight | Weighted Result | |||||
| (%) | (%) | (%) | (%) | (%) | (%) | |||||
146.0 | 127.7 | 148.8 | 140.5 | 50 | 70.3 |
|
|
| | | |
| Compensation Discussion and Analysis |
| Payout Relative to Target | Target Weight | Weighted Result | |||||||||||||
| (%) | (%) | (%) | |||||||||||||
Shareholder Return | 0 | 50 | 0 | ||||||||||||
Adjusted EPS | 84.9 | 30 | 25.5 | ||||||||||||
Operating Objectives | 129.5 | 20 | 25.9 | ||||||||||||
TOTAL | — | 100 | 51.4 | ||||||||||||
For Mr. Noyes, the payout of the performance units represents the weighted average of the percentage payout under each of the performance objectives as follows:
| Payout Relative to Target | Target Weight | Weighted Result | |||||||||||||
| (%) | (%) | (%) | |||||||||||||
Shareholder Return | 0 | 50 | 0 | ||||||||||||
Incentive Plan | 140.5 | 50 | 70.3 | ||||||||||||
TOTAL | — | 100 | 70.3 | ||||||||||||
| | | Payout Relative to Target | | | Target Weight | | | Weighted Result | |
| | | (%) | | | (%) | | | (%) | |
Shareholder Return | | | 197.5 | | | 50 | | | 98.8 |
Adjusted EPS | | | 117.1 | | | 30 | | | 35.1 |
Operating Objectives | | | 141.4 | | | 20 | | | 28.7 |
TOTAL | | | — | | | 100 | | | 162.6 |
2018 Target (in Units) | Weighted Result | 2018 Actual Award Paid in 2021 | |||||||||||||
| (#) | (%) | (#) | |||||||||||||
Timothy P. Cawley | 18,100 | 51.4 | 9,303 | ||||||||||||
Robert Hoglund | 18,000 | 51.4 | 9,252 | ||||||||||||
Deneen L. Donnley | — | — | — | ||||||||||||
Robert Sanchez | 10,400 | 51.4 | 5,346 | ||||||||||||
Mark Noyes | 4,500 | 70.3 | 3,164 | ||||||||||||
John McAvoy(1) | 72,400 | 51.4 | 37,214 | ||||||||||||
| | | 2021 Target Award (in Units) | | | Weighted Result | | | 2021 Actual Award Paid in 2024 (in Units) | |
| | | (#) | | | (%) | | | (#) | |
Timothy P. Cawley | | | 81,100 | | | 162.6 | | | 131,869 |
Robert Hoglund | | | 23,500 | | | 162.6 | | | 38,211 |
Matthew Ketschke | | | 23,500 | | | 162.6 | | | 38,211 |
Deneen L. Donnley | | | 13,200 | | | 162.6 | | | 21,463 |
Robert Sanchez | | | 14,800 | | | 162.6 | | | 24,065 |
Mark Noyes | | | 12,700 | | | 162.6 | | | 14,867 |
(1) | Mr. |
performance basedperformance-based and seeks to align the performance goals with our overall business strategy and objectives. The information shown below supplements the information in the “Summary Compensation Table” on pages 67 through 68. The Summary Compensation Tablewhich includes several items that reflect accounting or actuarial assumptions rather than compensation actually received by the Named Executive Officers for the performance periods that ended on December 31, 2020.2023. For example, the Summary Compensation Table combines pay actually received or earned (base salary and annual cash incentive awards) with the accounting value of equity compensation granted in 2020,2023, which may be realized in the future or not at all. The Summary Compensation Table is also required to include the change in pension values that are based on actuarial assumptions and not compensation realized until retirement.
|
|
| | | |
| Compensation Discussion and Analysis |
| Year | Base Salary | Annual Cash Incentive | Long-term Stock Incentives | All Other Compensation(1) | Total | |||||||
| (#) | ($) | ($) | ($) | ($) | ($) | |||||||
Timothy P. Cawley(2) | 2020 | 745,242 | 493,800 | 651,675 | 43,762 | 1,934,479 | ||||||
John McAvoy(3) | 2020 | 1,362,292 | 1,623,200 | 2,606,840 | 71,954 | 5,664,286 | ||||||
All Other NEOs (as a group) | 2020 | 2,365,216 | 1,983,900 | 1,244,228 | 445,855 | 6,039,199 |
Footnotes:
| | | Year | | | Base Salary | | | Annual Cash Incentive | | | Long-term Stock Incentives | | | All Other Compensation(1) | | | Total | |
| | | (#) | | | ($) | | | ($) | | | ($) | | | ($) | | | ||
Timothy P. Cawley | | | 2023 | | | 1,345,833 | | | 2,261,250 | | | 6,661,780 | | | 79,603 | | | 10,348,466 |
All Other NEOs (total, as a group) | | | 2023 | | | 2,923,933 | | | 2,922,400 | | | 5,643,760 | | | 527,526 | | | 12,017,619 |
(1) | Please refer to the “All Other Compensation” column in the “Summary Compensation Table” |
|
|
|
|
The Company provides employees with a range of retirement and welfare benefits that reflect the competitive practices of the utility industry. These benefits assist the Company in attracting, retaining, and motivating employees critical to its long-term success.
tax-qualified defined benefit pension plan and its related non-qualified supplemental retirement income plan (collectively, the “defined benefit pension plans”) |
tax-qualified defined contribution pension plan and its related non-qualified defined contribution supplemental pension plan (collectively, the “defined contribution pension plans”); and |
tax-qualified savings plan and its related non-qualified deferred income plan (collectively, the “savings plans”). |
68 Consolidated Edison, Inc. Proxy Statement |
| | | | Compensation Discussion and Analysis |
|
|
Company’s stock purchase plan and health and welfare plans.
79.
2022.
The change in the actuarial present value of the Company’s former President and Chief Executive Officer and Con Edison of New York’s former Chief Executive Officer, Mr. McAvoy’s, accumulated pension benefit in 2020 was $6,390,264, which was primarily due to the decrease in the assumed discount rate from 3.35% to 2.55%.
|
|
Table.
Consolidated Edison, Inc. Proxy Statement69 |
| | | | Compensation Discussion and Analysis |
| | | |||||||||||||||||||||||||||||||||||
Defined Benefit Pension Plans | | | Defined Contribution Plans | |||||||||||||||||||||||||||||||||
| | Final Average Pay Formula | | Cash Balance Formula | | | Supplemental Retirement Income Plan | | | Thrift Savings Plan | | Defined Contribution Pension Formula | | | Supplemental Defined Contribution Pension Formula | ||||||||||||||||||||||
Timothy P. Cawley | | ✓ | | | | ✓ | | | ✓ | | | | | |||||||||||||||||||||||
Robert Hoglund(1) | | | | | ✓ | | | ✓ | | | ✓ | | | ✓ | | | ✓ | |||||||||||||||||||
Matthew Ketschke | | | ✓ | | | ✓ | | ✓ | | | | | ||||||||||||||||||||||||
Deneen L. Donnley | | | | | | | ✓ | | | ✓ | | | ✓ | |||||||||||||||||||||||
Robert Sanchez | | | ✓ | | | | | ✓ | | | ✓ | | | | | |||||||||||||||||||||
Mark Noyes | | | | | | | ||||||||||||||||||||||||||||||
✓ | | | ✓ | | | |||||||||||||||||||||||||||||||
✓ | ||||||||||||||||||||||||||||||||||||
2023. supplemental health insurance; reimbursement for reasonable costs of financial planning; and a company vehicle and, in the case of the Chief Executive Officer, a company vehicle and driver.Effective as of January 1, 2018, Mr. Hoglund began participating in the Defined Contribution Pension Formula. NO to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.the following perquisites including those listed below, the costs of which, if used by a Named Executive Officer in 2020,2023, are set forth in the “All Other Compensation” column of the “Summary Compensation Table” on pages 67 through 68:herein.§▪§▪§▪
|
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| | | |
| Compensation Discussion and Analysis |
84.
| | | ||||
Multiple of Base Salary | |||||
| | 6x | |||
Robert Hoglund | | 3x | |||
Matthew Ketschke | | | 3x | ||
Deneen L. Donnley | | 2x | |||
Robert Sanchez | | 2x | |||
Mark Noyes | | ||||
| 2x | ||||
Footnotes:
|
|
Officers
“Stock ownership” includes the value of the officers’ individually-owned shares, the value of |
“Net shares” means the shares remaining after sale of shares necessary to pay the related tax liability and, if applicable, exercise price. |
| ▪ | ||
|
|
|
While stock options may be granted under the Company’s long term incentive plan, the Company has no outstanding stock options. |
The officers covered by the guidelines are expected to retain for at least one year a minimum of 25% of the net shares acquired upon exercise of stock options and 25% of the net shares acquired pursuant to |
The one-year period is measured from the date the stock options are exercised or the restricted stock or restricted stock units vest, as applicable. |
Consolidated Edison, Inc. Proxy Statement71 |
| | | | Compensation Discussion and Analysis |
|
|
| | | |
| Summary Compensation Table |
| Name & Principal Position | Year | Salary | Bonus | Stock Awards(1) | 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(7) | 2020 | 745,242 | — | 1,483,852 | 493,800 | 4,696,808 | 43,762 | 7,463,464 | 2,766,656 | |||||||||||||||||||||||||||||||||
President and Chief | 2019 | 628,867 | — | 1,464,760 | 491,700 | 4,381,349 | 40,905 | 7,007,581 | 2,626,232 | |||||||||||||||||||||||||||||||||
Executive Officer of the Company and President, Con Edison of New York | 2018 | 611,000 | — | 1,242,203 | 494,500 | 307,835 | 37,951 | 2,693,489 | 2,385,654 | |||||||||||||||||||||||||||||||||
Robert Hoglund | 2020 | 812,000 | — | 1,483,452 | 574,500 | 67,818 | 191,650 | 3,129,420 | 3,061,602 | |||||||||||||||||||||||||||||||||
Senior Vice President | 2019 | 788,083 | — | 1,464,760 | 382,400 | 75,101 | 808,645 | 3,518,989 | 3,443,888 | |||||||||||||||||||||||||||||||||
and Chief Financial Officer of the Company and Con Edison of New York | 2018 | 765,142 | — | 1,235,340 | 395,400 | (110,367 | ) | 171,838 | 2,457,353 | 2,567,720 | ||||||||||||||||||||||||||||||||
Deneen L. Donnley | 2020 | 611,000 | — | 850,068 | 403,100 | — | 108,626 | 1,972,794 | 1,972,794 | |||||||||||||||||||||||||||||||||
Senior Vice President | ||||||||||||||||||||||||||||||||||||||||||
and General Counsel of the Company and Con Edison of New York | ||||||||||||||||||||||||||||||||||||||||||
Robert Sanchez | 2020 | 510,383 | — | 866,736 | 482,500 | 1,203,531 | 36,314 | 3,099,464 | 1,895,933 | |||||||||||||||||||||||||||||||||
President and Chief | 2019 | 457,850 | — | 838,908 | 509,200 | 1,787,377 | 19,624 | 3,612,959 | 1,825,582 | |||||||||||||||||||||||||||||||||
Executive Officer, Orange & Rockland | 2018 | 437,883 | — | 713,752 | 420,000 | 378,160 | 19,647 | 1,969,442 | 1,591,282 | |||||||||||||||||||||||||||||||||
Mark Noyes | 2020 | 431,833 | — | 733,392 | 523,800 | — | 109,265 | 1,798,290 | 1,798,290 | |||||||||||||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||||||||||||||||
Executive Officer, Clean Energy Businesses | ||||||||||||||||||||||||||||||||||||||||||
John McAvoy | 2020 | 1,362,292 | — | 6,308,838 | 1,623,200 | 6,390,264 | 71,954 | 15,756,548 | 9,366,284 | |||||||||||||||||||||||||||||||||
Non-executive | 2019 | 1,336,667 | — | 5,912,304 | 1,621,400 | 6,398,445 | 76,469 | 15,345,285 | 8,946,840 | |||||||||||||||||||||||||||||||||
Chairman, and Former President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York(8) | 2018 | 1,296,667 | — | 4,968,812 | 1,675,400 | 1,750,204 | 74,775 | 9,765,858 | 8,015,654 | |||||||||||||||||||||||||||||||||
2021.
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 |
(1) |
|
(2) | ||
|
|
|
The amounts paid were awarded under the annual incentive plan. |
Consolidated Edison, Inc. Proxy Statement73 |
| | | | Summary Compensation Table |
(3) | Amounts do not represent actual compensation |
(4) | For |
| Timothy P. Cawley | Robert Hoglund | Deneen L. Donnley | Robert Sanchez | Mark Noyes | John McAvoy | |||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
Personal use of Company provided vehicle | 8,007 | 3,815 | 8,236 | 8,002 | — | 7,986 | ||||||||||||||||||
Transportation Allowance |
|
|
|
|
|
|
|
|
|
|
|
| 20,400 |
|
|
| ||||||||
Driver costs | — | — | — | — | — | 2,488 | ||||||||||||||||||
Financial planning | 11,800 | 11,800 | 13,000 | 13,000 | — | 18,500 | ||||||||||||||||||
Supplemental health insurance | 2,947 | 2,947 | 654 | — | — | 2,194 | ||||||||||||||||||
Company matching contributions: | ||||||||||||||||||||||||
Qualified savings plan | 7,201 | 16,032 | 17,100 | 8,550 | 17,100 | 8,467 | ||||||||||||||||||
Non-qualified deferred income plan | 13,807 | 31,620 | 19,560 | 6,762 | 8,810 | 32,319 | ||||||||||||||||||
Company non-elective contributions | ||||||||||||||||||||||||
Qualified defined contribution pension formula | — | 21,468 | 19,420 | — | 8,550 | — | ||||||||||||||||||
Non-qualified defined contribution pension formula | — | 103,968 | 30,656 | — | 54,405 | — | ||||||||||||||||||
Total | 43,762 | 191,650 | 108,626 | 36,314 | 109,265 | 71,954 | ||||||||||||||||||
(5) |
|
(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 “ |
(7) | Mr. |
|
|
|
| | | |
| Grants of Plan-Based Awards Table |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Grant Stock ($) | ||||||||||||||||||||||||||||||||||||||
| Name & Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||
Timothy P. Cawley President and Chief Executive Officer of the Company and President, Con Edison of New York | 2/19/2020 | 75,000 | 600,000 | 1,170,000 | 445 | 17,800 | 33,820 | 1,483,452 | ||||||||||||||||||||||||||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 2/19/2020 | 76,313 | 610,500 | 1,190,475 | 445 | 17,800 | 33,820 | 1,483,452 | ||||||||||||||||||||||||||||||||
Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 2/19/2020 | 53,550 | 428,400 | 835,380 | 255 | 10,200 | 19,380 | 850,068 | ||||||||||||||||||||||||||||||||
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | 2/19/2020 | 51,500 | 412,000 | 824,000 | 260 | 10,400 | 19,760 | 866,736 | ||||||||||||||||||||||||||||||||
Mark Noyes President and Chief Executive Officer, Clean Energy Businesses | 2/19/2020 | 44,000 | 352,000 | 704,000 | 220 | 8,800 | 16,720 | 733,392 | ||||||||||||||||||||||||||||||||
John McAvoy(4) Non-executive Chairman, and Former President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York | 2/19/2020 | 215,625 | 1,725,000 | 3,363,750 | 1,893 | 75,700 | 143,830 | 6,308,838 | ||||||||||||||||||||||||||||||||
2023.
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 | | | 2/15/2023 | | | 210,938 | | | 1,687,500 | | | 3,290,625 | | | 1,305 | | | 52,200 | | | 99,180 | | | | | | 4,672,422 |
| | 2/15/2023 | | | | | | | | | | | | | | | 22,400 | | | 1,989,358 | ||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | | | 2/15/2023 | | | 84,200 | | | 673,600 | | | 1,313,250 | | | 330 | | | 13,200 | | | 25,080 | | | | | | 1,181,532 |
| | 2/15/2023 | | | | | | | | | | | | | | | | 5,700 | | | 506,238 | |||||||
Matthew Ketschke President, Con Edison of New York | | | 2/15/2023 | | | 80,000 | | | 640,000 | | | 1,248,000 | | | 318 | | | 12,700 | | | 24,130 | | | | | | 1,136,777 |
| | 2/15/2023 | | | | | | | | | | | | | | | | 5,500 | | | 488,483 | |||||||
Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | | | 2/15/2023 | | | 59,100 | | | 472,800 | | | 921,960 | | | 248 | | | 9,900 | | | 18,810 | | | | | | 886,149 |
| | 2/15/2023 | | | | | | | | | | | | | | | | 4,300 | | | 381,911 | |||||||
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | | | 2/15/2023 | | | 56,825 | | | 454,600 | | | 909,200 | | | 208 | | | 8,300 | | | 15,770 | | | | | | 742,933 |
| | 2/15/2023 | | | | | | | | | | | | | | | 3,600 | | | 319,737 | ||||||||
Mark Noyes(5) Former President, Clean Energy Businesses | | | 2/15/2023 | | | 52,488 | | | 419,900 | | | 839,800 | | | 193 | | | 7,700 | | | 14,630 | | | | | | 689,227 |
| | 2/15/2023 | | | | | | | | | | | | | | | 3,300 | | | 293,073 | ||||||||
| | 2/28/2023(6) | | | | | | | | | | | | | | | | 19,874 | | | 1,983,071 | |||||||
(1) | Represents the annual cash incentive award opportunity awarded under the Company’s annual incentive plan. |
(2) | Represents grants of |
|
|
|
| values of the |
(3) | Represents the grant |
(4) | The “Grant Date Fair Value of Stock Awards” column reflects the grant date fair value of the performance units for the |
(5) | For information on the fair value of Mr. Noyes’s stock awards, please refer to footnote |
(6) | Pursuant to SEC rules, represents the change in incremental fair value resulting from the modification of Mr. |
|
|
| | | |
| Outstanding Equity Awards Table |
| STOCK AWARDS(1) | ||||||||||
Equity Incentive Number of unearned | Equity Incentive Market or Payout Value | |||||||||
| Name & Principal Position | (#) | ($) | ||||||||
Timothy P. Cawley | 22,000 | (2) | 1,589,940 | |||||||
President and Chief Executive Officer of the Company and President, Con Edison of New York | 17,800 | (3) | 1,286,406 | |||||||
Robert Hoglund | 22,000 | (2) | 1,589,940 | |||||||
Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 17,800 | (3) | 1,286,406 | |||||||
Deneen L. Donnley | — | — | ||||||||
Senior Vice President and General Counsel of the Company and Con Edison of New York | 10,200 | (3) | 737,154 | |||||||
Robert Sanchez | 12,600 | (2) | 910,602 | |||||||
President and Chief Executive Officer, Orange & Rockland | 10,400 | (3) | 751,608 | |||||||
Mark Noyes | 11,000 | (2) | 794,970 | |||||||
President and Chief Executive Officer, Clean Energy Businesses | 8,800 | (3) | 635,976 | |||||||
John McAvoy(4) | 88,800 | (2)(5) | 6,417,576 | |||||||
Non-executive Chairman, and Former President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York | 75,700 | (3) | 5,470,839 | |||||||
Footnotes:
| | STOCK AWARDS | ||||
| | | Equity Incentive Plan Awards: Number of shares, units or other rights held that have not vested | | | Equity Incentive Plan Awards: Market or Payout Value of unearned shares, units or other rights that have not vested(1) | |
Name & Principal Position | | | (#) | | | ($) |
Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, Con Edison of New York | | | 49,200(2) | | | 4,475,724 |
| | 23,300(3) | | | 2,119,601 | ||
| | 52,200(4) | | | 4,748,634 | ||
| | 22,400(5) | | | 2,037,728 | ||
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | | | 13,600(2) | | | 1,237,192 |
| | 6,500(3) | | | 591,305 | ||
| | 13,200(4) | | | 1,200,804 | ||
| | 5,700(5) | | | 518,529 | ||
Matthew Ketschke President, Con Edison of New York | | | 14,000(2) | | | 1,273,580 |
| | 6,600(3) | | | 600,402 | ||
| | 12,700(4) | | | 1,155,319 | ||
| | 5,500(5) | | | 500,335 | ||
Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | | | 10,400(2) | | | 946,088 |
| | 5,000(3) | | | 454,850 | ||
| | 9,900(4) | | | 900,603 | ||
| | 4,300(5) | | | 391,171 | ||
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | | | 8,800(2) | | | 800,536 |
| | 4,200(3) | | | 382,074 | ||
| | 8,300(4) | | | 755,051 | ||
| | 3,600(5) | | | 327,492 | ||
Mark Noyes(6) Former President and Chief Executive Officer of the Clean Energy Businesses | | | 3,172 | | | 288,557 |
| | 1,373 | | | 124,902 | ||
| | 415 | | | 37,753 | ||
| | 47 | | | 4,276 | ||
(1) | The value was calculated using the closing price of |
(2) | The number of performance units and payment amount of the performance units will be determined as of December 31, |
(3) | Represents time-based units that will vest in full on December 31, 2024, subject to continued service. |
(4) | The number of performance units and payment amount of the performance units will be determined as of December 31, |
(5) |
|
|
(6) | Represents the |
|
|
| | | |
| Option Exercises and Stock Vested Table |
| STOCK AWARDS(1) | ||||||||||
| Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||||
| Name & Principal Position | (#) | ($) | ||||||||
Timothy P. Cawley President and Chief Executive Officer of the Company and President, Con Edison of New York | 9,303 | 651,675 | ||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | 9,252 | 648,103 | ||||||||
Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | 0 | 0 | ||||||||
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | 5,346 | 374,487 | ||||||||
Mark Noyes President and Chief Executive Officer, Clean Energy Businesses | 3,164 | 221,638 | ||||||||
John McAvoy(2) Non-executive Chairman, and Former President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York | 37,214 | 2,606,841 | ||||||||
Footnotes:
| | STOCK AWARDS(1) | ||||
| | | Number of Acquired on Vesting | | | Value Realized on | |
Name & Principal Position |
| | (#) | | | ($) |
Timothy P. Cawley President and Chief Executive Officer of the Company and Chief Executive Officer, | | | 131,869 | | | 11,429,086 |
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New |
| York | | | 38,211 | | | 3,311,747 |
Matthew Ketschke President, Con Edison of New York | | | 38,211 | | | 3,311,747 |
Deneen L. Donnley Senior Vice President and General Counsel of the Company and Con Edison of New York | | | 21,463 | | | 1,860,198 |
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | | | 24,065 | | | 2,085,714 |
Mark Noyes(2) Former President and Chief Executive Officer of the Clean Energy Businesses | | | 30,874 | | | 2,989,871 |
(1) | Represents the vesting of each Named Executive Officer’s (except for Mr. Noyes) performance unit award for the 2021–2023 performance period, valued at $86.67, the closing price of the Company’s Common Stock on February 13, 2024. The actual number of shares received by each Named Executive Officer will depend upon each individual’s payout election under the Company’s LTIP. |
(2) | Represents the pro-rata vesting of Mr. Noyes’ time-based and performance-based awards, as discussed in footnote (7) to the Summary Compensation Table. |
Consolidated Edison, Inc. Proxy Statement77 |
| | | |
| Pension Benefits |
arewere not eligible for the defined benefit pension plan. The defined benefit pension plan was closed to new management and rehired management employees as of December 31, 2016 and, as a result, excludes Ms. Donnley.Donnley and Mr. Noyes. 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.Sanchez,Ketschke, and McAvoy,Sanchez, 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 ($137,700160,200 for 2020)2023) 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, Sanchez,Ketschke, and McAvoy,Sanchez, 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.($137,700 for 2020) 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 although participants may also elector a lump sum payment.Management employees employed by Clean Energy Businesses on or after January 1, 2019, including Mr. Noyes, are also eligible to participate in the defined contribution pension formula within the savings plan. Until June 30,December 31, 2021, management employees covered under the cash balance formula in the defined benefit plan can makecould 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. Effective January 1, 2018, after 14 years of credited service under the cash balance formula in the defined benefit plan, Mr. Hoglund made this election and his first contribution to the defined contribution pension formula in the savings plan took effect on April 1, 2018. The Company continues to provide Mr. Hoglund’s cash balance account in the defined benefit pension plan with interest credits attributable to his account balance prior to January 1, 2018.
78 Consolidated Edison, Inc. Proxy Statement |
| | | | Pension Benefits |
|
|
|
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 Mr. Hoglund and Ms. Donnley.
| 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 | ||||||||||||||||||||||||
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 |
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 | | | 37 | | | 2,024,888 | | | — | |||||||||
| | Supplemental Retirement Income Plan | | | 37 | | | 16,606,055 | | | — | |||||||||||
Robert Hoglund Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | | | Retirement Plan | | | 14 | | | 404,471 | | | — | |||||||||
| | Supplemental Retirement Income Plan | | | 19(2) | | | 2,153,092 | | | — | |||||||||||
Matthew Ketschke President, Con Edison of New York | | | Retirement Plan
| |
| 29 | | |
1,279,365 | | |
| — | ||||||||
| | Supplemental Retirement Income Plan | | | 29 | | | 3,396,434 | | | — | |||||||||||
|
|
|
|
| |||||||||||||||||
Robert Sanchez President and Chief Executive Officer, Orange & Rockland | | | Retirement Plan
| |
| 34 | | |
1,984,332 | | |
| — | ||||||||
| | |||||||||||||||||||||
|
Supplemental Retirement Income Plan | |
| 34 | | |
5,580,840 | | |
| — | ||||||||||
(1) | Amounts were calculated as of December 31, |
(2) | As part of Mr. Hoglund’s employment offer in 2004, the Company agreed to provide him with an additional ten years of service to offset part of the long-term incentives forfeited upon leaving his previous employer. Five of the additional ten years of service vested on April 1, 2014 after he completed ten years of continuous employment and were credited to the supplemental retirement income plan. The remaining five years would have vested on April 1, 2019 after he completed 15 years of continuous service. However, effective January 1, 2018, after 14 years of credited service under the cash balance formula in the defined benefit plan, Mr. Hoglund elected to participate in the defined contribution pension formula in the savings plan. As a result, Mr. Hoglund’s years of credited service under the cash balance formula were frozen effective April 1, 2018. The remaining five years of service were credited under the defined contribution pension formula in the savings plan. |
|
|
|
| | | |
| Non-Qualified Deferred Compensation |
79.64,69, 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 20202023 was $285,000.$330,000.) 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 who were subject to the compensation limits in the Internal Revenue Code in 2018, received those benefits in the deferred income plan.institutionally managedinstitutionally-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.Sanchez,Ketschke, and McAvoy,Sanchez, 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 Mr. Hoglund and Ms. Donnley and(and Mr. Noyes until his departure), who participate 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.arewere fixed at 3% of eligible compensation. Effective January 1, 2018, Robert Hoglund made an election to earn future retirement benefits under the defined contribution pension formula in the savings plan instead of the cash balance formula under the defined benefit pension plan.74. on pages 67 through 68. 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.” on pages 67 through 68. 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 72.77.
|
|
| | | |
| Non-Qualified Deferred Compensation |
| Plan Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate in Last | Aggregate Distributions | Aggregate Balance at Last FYE(4) | ||||||||||||||||||||||
| Name & Principal Position | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||
Timothy P. Cawley President and Chief Executive Officer of the Company and President, Con Edison |
Deferred Income Plan |
|
27,615 |
|
|
13,807 |
|
|
347,065 |
|
|
0 |
|
|
1,853,025 |
| |||||||||||
Robert Hoglund Senior Vice President Con Edison of New York | Deferred Income Plan
Supplemental Defined |
| 233,360
— |
|
| 31,620
103,968 |
|
| 828,934
242,671 |
|
| 0
0 |
|
| 3,569,986
1,131,120 |
| |||||||||||
Deneen L. Donnley Senior Vice President Company and Con Edison of New York | Deferred Income Plan
Supplemental Defined Contribution Pension Formula in Savings Plan | 26,080 |
| 19,560
30,656 |
|
| 4,682
4,465 |
| 0 |
| 50,322
35,121 |
| |||||||||||||||
Robert Sanchez President and Chief |
Deferred Income Plan |
|
13,523 |
|
|
6,762 |
|
|
37,626 |
|
|
0 |
|
|
171,010 |
| |||||||||||
Mark Noyes President and Chief | Deferred Income Plan
Supplemental Defined Contribution Pension Formula in Savings Plan(5) | 11,747 |
| 8,810
54,405 |
|
| 36,293
17,686 |
| 0 |
| 161,195
75,462 |
| |||||||||||||||
John McAvoy(5) Non-executive Chairman, and Former President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York |
Deferred Income Plan |
|
64,638 |
|
|
32,319 |
|
|
256,393 |
|
|
0 |
|
|
3,998,774 |
| |||||||||||
2023.
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 |
(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 |
(2) |
(3) | Represents earnings or losses on accounts for fiscal year |
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| Non-Qualified Deferred Compensation |
(4) | Aggregate account balances in the non-qualified deferred compensation plans as of December 31, |
| Timothy P. Cawley | Robert Hoglund | Deneen L. Donnley | Robert Sanchez | Mark Noyes | John McAvoy | |||||||||||||||||||||||||
| Deferred Income Plan | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||
Executive contributions | 1,168,514 | 1,419,633 | 26,080 | 83,327 | 71,277 | 3,056,860 | ||||||||||||||||||||||||
Company matching contributions | 54,040 | 302,656 | 19,560 | 18,867 | 32,606 | 216,615 | ||||||||||||||||||||||||
Company non-elective contributions | — | 89,089 | — | — | — | — | ||||||||||||||||||||||||
Earnings | 630,471 | 1,758,608 | 4,682 | 68,815 | 57,312 | 725,299 | ||||||||||||||||||||||||
Total | 1,853,025 | 3,569,986 | 50,322 | 171,009 | 161,195 | 3,998,774 | ||||||||||||||||||||||||
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Supplemental Defined Contribution Pension Plan |
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Company non-elective contributions | 0 | 193,417 | 30,656 | 0 | 57,678 | 0 | ||||||||||||||||||||||||
Earnings | 0 | 234,906 | 4,465 | 0 | 17,686 | 0 | ||||||||||||||||||||||||
Total | 0 | 428,323 | 35,121 | 0 | 75,364 | 0 | ||||||||||||||||||||||||
Deferred Income Plan | | | | | Timothy P. Cawley | | | Robert Hoglund | | | Matthew Ketschke | | | Deneen L. Donnley | | | Robert Sanchez | | | Mark Noyes | |
| | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ||||
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 |
(5) | As part of his compensation arrangements, in 2023, Mr. Noyes |
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| Potential Payments Upon Termination of Employment or Change |
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| 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 | Severance | 0 | 0 | 4,375,000 | 0 | 7,187,500 | 0 | |||||||||||||||||
| President and Chief Executive | Long-term plan incentives(4) | 0 | 2,876,346 | (5) | 2,876,346 | (5) | 0 | 2,876,346(5) | 2,876,346 | (5) | ||||||||||||||
| Officer of the Company and | ||||||||||||||||||||||||
| President, Con Edison of | ||||||||||||||||||||||||
| New York | Benefits and Perquisites | 0 | 0 | 3,000,374 | 0 | 5,975,747 | 1,250,000 | |||||||||||||||||
Total(6) | 0 | 2,876,346 | 10,251,720 | 0 | 16,039,593 | 4,126,346 | ||||||||||||||||||
| Robert Hoglund | Severance | 0 | 0 | 2,035,000 | 0 | 3,459,500 | 0 | |||||||||||||||||
| Senior Vice President and Chief Financial Officer of the Company and Con Edison of New York | Long-term plan incentives(4) | 0 | 2,876,346 | (5) | 2,876,346 | (5) | 0 | 2,876,346(5) | 2,876,346 | (5) | ||||||||||||||
| Benefits and Perquisites | 0 | 0 | 217,151 | 0 | 409,302 | 814,000 | ||||||||||||||||||
Total(6) | 0 | 2,876,346 | 5,128,497 | 0 | 6,745,148 | 3,690,346 | ||||||||||||||||||
| Deneen L. Donnley | Severance | 0 | 0 | 1,468,800 | 0 | 2,509,200 | 0 | |||||||||||||||||
| Senior Vice President and | Long-term plan incentives(4) | 0 | 737,154 | (5) | 737,154 | (5) | 0 | 737,154(5) | 737,154 | (5) | ||||||||||||||
| General Counsel of the | ||||||||||||||||||||||||
| Company and Con Edison of | ||||||||||||||||||||||||
| New York | Benefits and Perquisites | 0 | 0 | 138,536 | 0 | 252,072 | 612,000 | |||||||||||||||||
Total(6) | 0 | 737,154 | 2,344,490 | 0 | 3,498,426 | 1,349,154 | ||||||||||||||||||
| Robert Sanchez | Severance | 0 | 0 | 1,339,000 | 0 | 2,266,000 | 0 | |||||||||||||||||
| President and Chief Executive | Long-term plan incentives(4) | 0 | 1,662,210 | (5) | 1,662,210 | (5) | 0 | 1,662,210(5) | 1,662,210 | (5) | ||||||||||||||
| Officer, Orange & Rockland | Benefits and Perquisites | 0 | 0 | 782,119 | 0 | 1,539,238 | 515,000 | |||||||||||||||||
Total(6) | 0 | 1,662,210 | 3,783,329 | 0 | 5,467,448 | 2,177,210 | ||||||||||||||||||
| Mark Noyes | Severance | 0 | 0 | 1,144,000 | 0 | 1,936,000 | 0 | |||||||||||||||||
| President and Chief Executive Officer, Clean | Long-term plan incentives(4) | 0 | 1,430,946 | (5) | 1,430,946 | (5) | 0 | 1,430,946(5) | 1,430,946 | (5) | ||||||||||||||
| Energy Businesses | Benefits and Perquisites | 0 | 0 | 139,727 | 0 | 254,454 | 440,000 | |||||||||||||||||
Total(6) | 0 | 1,430,946 | 2,714,673 | 0 | 3,621,400 | 1,870,946 | ||||||||||||||||||
$90.97. For information on benefits received by Mr. Noyes in connection with his termination of employment and the sale of the Clean Energy Businesses, please refer to page 84.
Name & Principal Position | | | Executive Benefits and Payments Upon Termination(1) | | | Resignation for any Reason (prior to CIC) or Resignation without Good Reason (following a CIC) | | | Retirement | | | Termination without Cause(2) | | | Termination for Cause | | | Termination without Cause or Resignation for Good Reason (following a CIC)(3) | | | Death or Disability |
| | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |||||
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 |
(1) | Assumes |
Consolidated Edison, Inc. Proxy Statement83 |
| | | | Potential Payments Upon Termination of |
(2) | As per the Severance Program, the Named Executive Officer’s severance benefit pursuant to a termination without “Cause” (before a Change |
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| 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 |
(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 |
(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 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. |
| ▪ | 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. |
| ▪ | 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. |
84 Consolidated Edison, Inc. Proxy Statement |
assuming compensation at the Named Executive Officer’s annual salary and target award, age 65 normal retirement, and the assumptions used to calculate lump sum benefits under the qualified retirement plan in December 2023. ofin Control” under the Severance Program.Consolidated Edison, Inc. Proxy Statement79Potential Payments Upon Termination of Employment or Change of Control2020.0.51%5.58% for the first five years, 2.31%5.66% for the next 15 years, and 3.15%5.56% thereafter (adjusted to 1.17%3.82%, 0.60%3.89%, and 1.43%3.80%, respectively, to reflect cost of living adjustments) and the RP-2000 mortality table projected for 20202023 (50% male/50% female blend).Hoglund,Hoglund’s and Ms. Donnley, and Mr. Noyes’sDonnley’s retirement amount are in accordance with the applicable defined contribution pension formula within the savings plan and reflect only additional compensation credits. All amounts payable pursuant to an incremental non-qualified retirement plan are assumed to be paid as a lump sum.
her employer. As per the Severance Program, a resignation for Good Reason occurs if the Named Executive Officer resigns for any of the following reasons on or following a Change ofin Control). A termination is for Cause if it is for any of the following reasons: (i) commission of, conviction of, or the entering of a plea of nolo contendere to, a felony, or a misdemeanor involving moral turpitude, if such felony or misdemeanor is work-related, materially impairs the Named Executive Officer’s ability to reasonably perform services for his or her employer, or results or could reasonably be expected to result in harm to the property, reputation, or business of his or her employer; (ii) willful and continued failure to substantially perform his or her duties; (ii)duties in the course of employment with his or her employer (other than any such failure resulting from the Named Executive Officer’s physical or mental incapacity) after a convictionwritten demand for substantial performance is delivered to the Named Executive Officer by the Board, the Chief Executive Officer, or the Company that employs the Named Executive Officer; (iii) conduct that results or could reasonably be expected to result in harm to the property, reputation, or business of his or her employer, including a felonyviolation or entering a pleamaterial failure to comply with his or her employer’s written policies or standards of nolo contendereconduct, including those relating to a felonydiscrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (iv) refusal to follow the lawful directions of the Board, the Chief Executive Officer, or the company that has a significant adverse effect onemploys the Named Executive Officer; (v) breach of any fiduciary duty owed to his or her employer; (vi) violation of applicable federal, state, or local law or regulation governing the business of his or her employer; (vii) violation of the Company;drug and alcohol testing policies of his or (iii)her employer or reporting to work under the influence of alcohol or any controlled substance (other than a willful engagingcontrolled substance that the Named Executive Officer is properly taking under a current prescription); (viii) misappropriation (or attempted misappropriation) of any assets or property of his or her employer; (ix) material breach of any written agreement between the Named Executive Officer and his or her employer; (x) resigning employment in illegallieu of being discharged for misconduct; or (xi) any conduct that the Administrator determines to be detrimental to his or in gross misconduct materially and demonstrably injurious to the Company.ofin Control: (i) any material decrease in base compensation (except uniform decreases affecting similarly situated employees); (ii) any material breach by the Company of any material provisions of the Severance Program; (iii) a requirement by the Company for the Named Executive Officer to be based more than 50 miles from the location the Named Executive Officer is employed prior to the Change ofin Control; or (iv) the assignment of any duties materially inconsistent in any respect with the Named Executive Officer’s position, authority, duties, or responsibilities.or herother termination of employment is without Cause by the Company or he or she resigns for Good Reason following a Change ofin Control.ofin Control, he or she may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. If any such payment or distribution subjects the Named Executive Officer to such taxes and the Named Executive Officer would receive a greater net after-tax amount if the payment were reduced to avoid such taxation, the aggregate present value of amounts payable to the Named Executive Officer pursuant to the Severance Program will be reduced (but not below zero) to the extent it does not trigger taxation under Section 4999 of the Internal Revenue Code.Payment Upon Retirement for John McAvoyJohn McAvoy retired effective December 28, 2020. Pursuant to the terms of the Company’s Long Term Incentive Plan, Mr. McAvoy retains his outstanding performance unit awards for the 2019–2021 and the 2020–2022 performance cycles. Payment of the performance units will be based on the attainment of the relevant performance goals and will be pro rated based on his actual service from the grant date to the date of his retirement, December 28, 2020. No other payments were made to Mr. McAvoy in connection with his retirement. See “Outstanding Equity Awards Table” on page 71.80
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| Compensation Committee Report and Compensation Risk Management |
George Campbell, Jr.
Deirdre Stanley
In 2020,
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annual and long-term incentives under the Company’s compensation programs appropriately balanced between annual and long-term financial performance |
annual and long-term incentives tied to multiple performance goals to reduce undue weight on any one goal; |
non-financial performance factors used |
compensation programs designed to deliver a significant portion of compensation in the form of long-term incentives, discouraging excessive focus on annual results; |
performance-based equity awards based on performance over a three-year period, focusing on sustainable performance over a three-year cycle rather than for any one year; |
annual and long-term incentive awards that are subject to appropriate payment caps and Compensation Committee discretion to reduce payouts; and |
share ownership guidelines |
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| Pay Ratio |
employee.
88 Consolidated Edison, Inc. Proxy Statement |
| | | | Pay Versus Performance Disclosure |
PAY VERSUS PERFORMANCE |
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 NEOs2 | | | Average Compensation Actually Paid to Non-PEO NEOs1,2 | | | Value of Initial Fixed $100 Investment Based On:3 | | | Net Income4 ($000s) | | | Adjusted EPS5 ($) | |||
| | 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 |
(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. |
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 |
Consolidated Edison, Inc. Proxy Statement89 |
| | | | Pay Versus Performance Disclosure |
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 |
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 |
(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: |
| ▪ | 2023: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke, M. Noyes |
| ▪ | 2022: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
90 Consolidated Edison, Inc. Proxy Statement |
| | | | Pay Versus Performance Disclosure |
| ▪ | 2021: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke |
| ▪ | 2020: R. Hoglund, D. Donnley, R. Sanchez, M. Noyes |
(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. |
(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 B for the Reconciliation of Non-GAAP Financial Measures. |
Company Performance Metrics(1) |
Relative TSR |
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Adjusted Net Income |
Operating Objectives |
Operating Budget |
Capital Budget |
(1) | For further information regarding these Company performance metrics and their function in the Company’s executive compensation program, please see the “Compensation Discussion and Analysis” section of this Proxy Statement. |
Consolidated Edison, Inc. Proxy Statement91 |
| | | | Pay Versus Performance Disclosure |
92 Consolidated Edison, Inc. Proxy Statement |
| | | | Pay Versus Performance Disclosure |
Consolidated Edison, Inc. Proxy Statement93 |
| | | | Approval of Company Stock Purchase Plan |
APPROVAL OF COMPANY STOCK PURCHASE PLAN |
94 Consolidated Edison, Inc. Proxy Statement |
| | | | Approval of Company Stock Purchase Plan |
Consolidated Edison, Inc. Proxy Statement95 |
| | | | Approval of Company Stock Purchase Plan |
96 Consolidated Edison, Inc. Proxy Statement |
| | | | Approval of Company Stock Purchase Plan |
| | | Approval of Proposal No. 4 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting or by proxy. Abstentions and broker non-votes are voted neither “for” nor “against” and have no effect on the vote. |
Consolidated Edison, Inc. Proxy Statement97 |
| | | | Equity Compensation Plan Information |
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (1)) |
| | | (1) | | | (2) | | | (3) | |
Equity compensation plans approved by security holders | | | | | | | |||
2003 LTIP(a) | | | 35,819 | | | — | | | — |
2013 LTIP(b) | | | 1,595,201 | | | — | | | 2,725,420 |
2023 LTIP(b) | | | 25,653 | | | — | | | 9,974,347 |
Expiring Stock Purchase Plan(c) | | | — | | | — | | | 2,521,178 |
Total equity compensation plans approved by security holders | | | 1,656,673 | | | — | | | 15,220,945 |
Total equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 1,656,673 | | | — | | | 15,220,945 |
| (a) | The number of shares of Company Common Stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the Company’s stockholders in 2003 (the “2003 LTIP”) include 35,819 shares of Company Common Stock for stock unit awards made prior to 2013 that have vested and for which the receipt of shares of Company Common Stock was deferred. Amounts do not include shares of Company Common Stock that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. Outstanding awards had no exercise price. No new awards may be made under the 2003 LTIP. |
| (b) | The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2013 (the “2013 LTIP”) include: (A) outstanding awards made in 2014 and subsequent years (924,898 shares for performance restricted stock units and 345,199 shares for time-based restricted stock units); (B) 325,104 shares covered by outstanding directors’ deferred stock unit awards (which vested upon grant), and under the Long Term Incentive Plan approved by the company's shareholders in 2023 (the “2023 LTIP”), 25,653 shares covered by outstanding directors’ deferred stock unit awards (which vest upon grant). Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. |
| (c) | Shares of Company Common Stock may be issued under the Expiring Stock Purchase Plan until May 19, 2024 (which is 10 years after the date of the annual meeting at which the Company’s stockholders approved the plan). |
98 Consolidated Edison, Inc. Proxy Statement |
| | | | Delinquent Section 16(A) Reports and Certain Information as to Insurance and Indemnification |
DELINQUENT SECTION 16(A) REPORTS |
CERTAIN INFORMATION AS TO INSURANCE AND INDEMNIFICATION |
Effective December 2, 2020,2023, the Company purchased directors and officers liability insurance (“D&O Liability Insurance”) for a one-year term providing for reimbursement, with certain exclusions and deductions, to: (i) the Company and its subsidiaries for payments they make to indemnify Directors, Trustees, officers, and assistant officers of the Company and its subsidiaries, (ii) Directors, Trustees, officers, and assistant officers for losses, costs, and expenses incurred by them in actions brought against them in connection with their acts in those capacities for which they are not indemnified by the Company or its subsidiaries, and (iii) the Company and its subsidiaries for any payments they make resulting from a securities claim. The insurers are: ACE American Insurance Company, Allianz Global Risks US Insurance Company, Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Beazley Insurance Company, Inc., Continental Casualty Company, Endurance American Insurance Company, Endurance American SpecialtyAssurance Corporation, Everest National Insurance Company, Everest NationalMarkel American Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company, AXA XL Bermuda Ltd., XL Specialty Insurance Company, and Zurich-American Insurance Company. The total cost of the D&O Liability Insurance for one year from December 2, 20202023 amounts to $3,559,087.$3,620,122. The Company also purchased from Associated Electric & Gas Insurance Services Limited, Arch Insurance Company, Axis Insurance Company, Energy Insurance Mutual, Great American Insurance Company, RLI Insurance Company, Travelers Casualty and Surety Company of America, U.S. Specialty Insurance Company, and Zurich American Insurance Company, additional insurance coverage for one year effective January 1, 2021,2024, insuring the Directors, Trustees, officers, assistant officers, and employees of the Company and its subsidiaries and certain other parties against certain liabilities which could arise in connection with fiduciary obligations mandated by ERISA and from the administration of the employee benefit plans of the Company and its subsidiaries.subsidiaries (“Fiduciary Liability Insurance”). The cost of such coverage was $884,815.
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The Proxy Statement. The Annual Report to Stockholders of the Company, which includes the consolidated financial statements and accompanying notes for the year ended December 31, website and to stock plan participants with email addresses on file.§▪§▪2020,2023, and other information relating to the Company’s financial condition and results of operations.orand a voter instruction form for use at the 20212024 Annual Meeting.Thethe Proxy Materials?5, 2020,10, 2024 in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As a stockholder, you are invited to the Annual Meeting and to vote on the items of business described in this Proxy Statement. The Proxy Materials include information that we are required to provide to you under the rules of the SEC. We are providing the Proxy Materials to our stockholders by mail, e-mail,email, or in accordance with the SEC’s “Notice and Access” rule.Thethe Proxy Materials In Thein the Mail?form.form and the virtual meeting website: www.virtualshareholdermeeting.com/ED2024. If you do not want to receive paper copies of proxy materials on an ongoing basis, please sign up for electronic delivery by following the instructions on your proxy card or voter instruction form.Of Theof the Proxy Materials?website.Aa Notice Ofof Internet Availability Ofof Proxy Materials?Internet.internet. As a result, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the Proxy Materials. All stockholders receiving the Notice of Internet Availability may access the Proxy Materials over the Internet and request a paper copy of the Proxy Materials by mail. Instructions on how to access the Proxy Materials over the Internet, to vote online, and to request a paper copy may be found in the Notice of Internet Availability. In addition, the Notice of Internet Availability contains instructions on how you may request delivery of proxy materials in printed form by mail or electronically on an ongoing basis.
100 Consolidated Edison, Inc. Proxy Statement |
I Share Election services. shareholdersen/investors/shareholder-services. A copy of these materials is also available without charge upon written request to the Company’s Vice President and Corporate Secretary at the Company’s principal executive office at 4 Irving Place, New York, New York 10003.Consolidated Edison, Inc. Proxy Statement83Questions and Answers About the 2021 Annual Meeting and VotingAnan Address With Another Stockholder, Andand We Received Only One Copy Of Theof the Proxy Materials. How May I Obtain An Additional Copy?Thethe Cost Ofof Soliciting Proxies For Thefor the Annual Meeting?will pay the expenses associated with theis bearing all costs of solicitation of proxies. The solicitation of proxiesand is being madenot using services provided by, mail, telephone, the Internet, electronic transmission, or overnight delivery. The expense associatedpaying fees to, a third-party company in connection with the solicitation of proxies will include reimbursementother than as discussed herein as to Broadridge Financial Solutions, Inc. for postageproxy solicitation, administration, virtual meeting and clerical expenses to brokerage houses and other custodians, nominees, or fiduciaries for forwarding Proxy Materials and other documents to beneficial ownersInspector of stock held in their names. Morrow Sodali LLC (“Morrow”), 470 West Avenue, Stamford, CT 06902, has been retained to assist in the solicitation of proxies. The estimated cost of Morrow’s services is $22,000plus distribution costs and other costs and expenses.Thethe Record Date?22, 202125, 2024 as the record date for the determination of the Company’s stockholders entitled to receive notice of and to vote at the Annual Meeting.How Many Votes Can Be Cast By All Stockholders Entitled To Vote At The Annual Meeting?One vote on each proposal presented at the Annual Meeting for each of the 342,688,334 shares of Company Common Stock that were outstanding on the record date.Toto Hold Thethe Annual Meeting?proxy, or in person if it is not legally permissible for us to hold a completely virtual annual meeting under New York law.proxy. We strongly recommend that you vote in advance of the Annual Meeting so that we will know as soon as possible that enough votes will be present to hold the meeting. Abstentions and broker non-votes are counted in the determination of thea quorum.84
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| Questions and Answers About the |
If you received a printed copy of the Proxy Materials, please follow the instructions on your proxy card or voter instruction form. Your proxy card or voter instruction form provides information on how to vote. |
If you received a Notice of Internet Availability, please follow the instructions on the notice. The Notice of Internet Availability provides information on how to vote. |
If you received an e-mail notification, please click on the link provided in the e-mail notification and follow the instructions on how to vote. |
You may vote your shares at the Annual Meeting. Your 16-digit control number will grant you access to the virtual |
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(See “Questions and Answers About the 2021 Annual Meeting and Voting—Annual Meeting Information” beginning on page 86 for additional information.)
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If I Am A Registered Holder Of Company Common Stock, What If I Don’t Vote For One Oror More Of Theof the Matters Listed On My Proxy Card?
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and voting.▪ depending on how your shares of Company Common Stock are held, you may revoke your proxy or change your vote by sending in a new, properly executed proxy card or voter instruction form with a later date, or by casting a new vote by Internet or telephone, or by sending a properly executed written notice of revocation to the Company’s Vice President and Corporate Secretary at the Company’s principal executive office at 4 Irving Place, New York, New York 10003. Check the instructions on your proxy card, voter instruction form, Notice of Internet Availability, or e-mail notification for information regarding your specific revocation options. If you are a beneficial holder of Company Common Stock who holds Company Common Stock through an intermediary, such as a broker, bank or other financial institution, youYou may also revoke or change your vote by attending the Annual Meeting, and clicking on the link www.proxyvote.comand inputting your 16-digit control number. If you are a registered holder of Company Common Stock, you may also revoke or change your vote during the Annual Meeting at www.investorvote.com/ED using the 15-digit control number displayed on your proxy card, Notice of Internet Availability, or meeting materials e-mail for the Annual Meeting. If you are a holder of Company Common Stock through the Company’s Stock Purchase Plan, you may not vote, revoke or change your vote at the Annual Meeting as the voting cut-off time for the Company’s Stock Purchase Plan at www.investorvote.com/EDESP is 1:00 a.m., EDT, on May 13, 2021. Attendance at the Annual Meeting without voting will not by itself revoke a proxy.Computershare Trust Company, N.A.,Broadridge Financial Solutions, Inc. as inspectorInspector of electionElection for the Annual Meeting.
102 Consolidated Edison, Inc. Proxy Statement |
How Do I Attend The Annual Meeting Virtually, Vote Questions? Online The Virtual Location, Date, Andand Time Of Theof the Annual Meeting?17, 2021,20, 2024, at 10:00 a.m., Eastern Daylight Time.Due to the ongoing impact of COVID-19, weED2021ED2024. The virtual meeting offers the same participation opportunities as an in-person meeting. Online check incheck-in will be available approximately 15 minutes before the Annual Meeting starts. If you encounter any difficulties accessing the virtual annual meetingAnnual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on the log-in page.As of the date of this Proxy Statement, a state disaster emergency has been declared relating to COVID-19 in the State of New York and the requirement under New York law that annual meetings be noticed and held at a physical location has been temporarily suspended. The declaration of a state disaster emergency and the related suspension are renewed on a monthly basis. In the event that the state disaster emergency and suspension are lifted prior to the date fixed for the Annual Meeting and it is not, therefore, legally permissible for us to hold a completely virtual annual meeting under New York law, we will announce the location of the in-person component of the meeting by press release and posting on our proxy website (www.conedison.com/shareholders), as well as the filing of additional proxy materials with the SEC.22, 2021,25, 2024, the record date, the authorized representative (one only) of an absent stockholder and invited guests of management.86Consolidated Edison, Inc. Proxy StatementQuestions and Answers About the 2021 Annual Meeting and VotingIf Required By Applicable Law And The Annual Meeting Is Also Held In Person, Where Can I Find The Location and Directions To The Annual Meeting?The location and directions to any in-person component of the Annual Meeting will be announced by press release and posting on our proxy website at www.conedison.com/shareholders, as well as the filing of additional proxy materials with the SEC.andAnd Submit Questions Or Make Comments?20212024 Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/ED2021ED2024.If you are a beneficial holder of Company Common Stock who holds Company Common Stock through an intermediary, such as a broker, bank, or other financial institution, youvirtually by using your their 16-digit control number to gain access to the virtual annual meetingAnnual Meeting website. You may submit a question or comment to the Company through the virtual annual meetingAnnual Meeting website. In order to vote your shares at the Annual Meeting, you must click on the link www.proxyvote.comand input the 16-digit control number you received in your proxy materials.If you are a registered holder of Company Common Stock or a participant in the Company’s Stock Purchase Plan, you may attend the Annual Meeting virtually with a VMA control number. To obtain a VMA control number, please call Computershare at 1-800-522-5522 to initiate the request for a VMA control number. Advanced registration requests for VMA control numbers must be received no later than 5:00 p.m., EDT, on Monday, May 10, 2021 to allow adequate time for processing. Please note that, although the VMA control number will enable you to access the virtual annual meeting website and ask questions during the Annual Meeting, it cannot be used to vote. Registered holders of Company Common Stock may vote their shares prior to and during the Annual Meeting at www.investorvote.com/ED using the 15-digit control number displayed on your proxy card, Notice of Internet Availability or meeting materials e-mail for the Annual Meeting. Follow the instructions at www.investorvote.com/ED to vote. Holders of Company Common Stock through the Company’s Stock Purchase Plan may not vote at the Annual Meeting as the voting cut-off time for the Company’s Stock Purchase Plan at www.investorvote.com/EDESP is 1:00 a.m., EDT, on May 13, 2021.check incheck-in for the virtual annual meetingAnnual Meeting website will be available approximately 15 minutes before the Annual Meeting starts. If you encounter any difficulties accessing the virtual annual meetingAnnual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on the log-in page.or comment to the Company through the virtual annual meetingAnnual Meeting website. Questions or comments pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions or comments that relate to proposals that are not properly before the Annual Meeting, relate to matters that are not a proper subject for action by stockholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another stockholder, or are not otherwise suitable for the conduct of the Annual Meeting as determined in the sole discretion of the Company, will not be answered.addressed. Additional rules of conduct and procedures may apply during the Annual Meeting and will be available for you to review in advance of the meeting at www.virtualshareholdermeeting.com/ED2021ED2024. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at www.conedison.com/shareholdersen/investors/shareholder-services. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.(Internet Explorer,(Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. ParticipantsIf participating via a wireless connection, participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the virtual annual meetingAnnual Meeting website 15 minutes prior to the start of the Annual Meeting to check-in online. If you encounter any difficulties accessing the virtual annual meetingAnnual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on the log-in page.87
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If Required By Applicable Law And The Annual Meeting Is Also Held In Person, Do I Need A Ticket To Attend The Annual Meeting?
Yes, you will need an admission ticket and proof of ownership of Company Common Stock on the record date to enter the in person meeting.
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You may be asked to present valid picture identification to gain entrance to the Annual Meeting. Any person claiming to be an authorized representative of a stockholder must, upon request, produce written evidence of the authorization.
If Required By Applicable Law And The Annual Meeting Is Also Held In Person, Are There Any Special Attendance Procedures?
Due to the ongoing impact of COVID-19, we plan to hold the Annual Meeting by means of remote communications only. However, if required by applicable law, we may also hold the Annual Meeting in person. In the event that the state disaster emergency and related temporary suspension of the requirement under New York law that annual meetings be noticed and held at a physical location are lifted prior to the date fixed for the Annual Meeting and it is not, therefore, legally permissible for us to hold a completely virtual annual meeting under New York law, we will announce the location of the in-person component of the meeting by press release and posting on our proxy website (www.conedison.com/shareholders), as well as the filing of additional proxy materials with the SEC.
In order to assure the holding of a fair and orderly meeting and to accommodate as many stockholders as possible who may wish to speak at the Annual Meeting, management will limit the general discussion portion of the meeting and permit only stockholders or their authorized representatives to address the meeting. No signs, banners, placards, handouts, cameras, recording equipment, nor similar items may be brought to the meeting room. Many cellular phones have built-in digital cameras, and, while these phones may be brought into the Annual Meeting room, the camera function may not be used at any time. Recording of the Annual Meeting is prohibited. Suitcases, briefcases, packages, and other items brought to any in-person meeting required by law may be subject to inspection. Attendance at any in-person meeting required by law will require following any applicable public health guidelines, which may include wearing masks and practicing social distancing.
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11, 2024. 11, 2024.2022 annual meeting2025 Annual Meeting of stockholders,Stockholders, stockholder proposals must be received by the Company at its principal executive office at 4 Irving Place, New York, New York 10003, Attention: Vice President and Corporate Secretary, by the close of business on December 6, 2021.20222025 Proxy Statement and form of proxy relating to the Company’s 2022 annual meeting2025 Annual Meeting of stockholders.Stockholders. The nominations must include the information specified in the By-laws and must be received by the Vice President and Corporate Secretary of the Company at its principal executive office no earlier than November 6, 202111, 2024 and no later than December 6, 2021.17, 202220, 2025 and no later than February 16, 2022.19, 2025. Any notice of Director nomination submitted to the Company other than through proxy access must comply with and include the additional information required by Rule 14a-19(b) under the Exchange Act.Proposals No.Proposal Nos. 2, 3 and 34 and knows of no matters to come before the meeting other than the matters set forth herein. If other matters or motions come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote such proxy in accordance with their judgment on such matters or motions, including any matters dealing with the conduct of the meeting.
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| Appendix A |
APPENDIX A |
| Con Edison of New York Operating Objectives(1) | Unit of Measure | Target | Actual | ||||||||||||
Employee and Public Safety | |||||||||||||||
§ Significant High-Hazard Injuries | # | 0 | 1 | ||||||||||||
§ Public Safety-Related Equipment Failures | # | £ 170 | 115 | ||||||||||||
§ Motor Vehicle Collisions | # | £ 283 | 246 | ||||||||||||
§ Operating Errors | # | £ 58 | 31 | ||||||||||||
§ Gas Made Safe Time | % | ³ 92.5 | 95.6% | ||||||||||||
Environment and Sustainability | |||||||||||||||
§ Measure Dielectric Fluid Management | Gallons and trench feet | £ 22,400 and ³ 2,000 TF | | 11,212 and 2,879 TF | |||||||||||
§ Late Spill Notifications | # | £ 9 | 0 | ||||||||||||
§ SF6 Gas Emissions | Pounds | £ 8,000 | 6,172 | ||||||||||||
§ Electric Energy Efficiency (LMMBTU Reduction) | # | ³ 20,084,450 | 22,039,296 | ||||||||||||
Operational Excellence | |||||||||||||||
§ Steam System Reliability Measures | # | 2 | 2 | ||||||||||||
§ Reliability Performance Measures | % | ³ 98.5 | 100% | ||||||||||||
§ Electric Reliability Performance—Network Metrics | # | 2 | 1 | ||||||||||||
§ Electric Reliability Performance—Non-Network Metrics | # | 2 | 2 | ||||||||||||
§ Workable Gas Leak Inventory | # | £ 20 | 5 | ||||||||||||
§ Cyber Security | # | 0 | 0 | ||||||||||||
§ Physical Security | # | 0 | 0 | ||||||||||||
Customer Experience | |||||||||||||||
§ Customer Project Completion Dates | % | ³ 90 | 93.7 | ||||||||||||
§ First Call Resolution | % | ³ 83.0 | 83.4 | ||||||||||||
§ Estimated Time for Restoration | % | ³ 65.5 | 74.8 | ||||||||||||
§ Customer Appointments | % | ³ 95 | 98.3 | ||||||||||||
Con Edison of New York Operating Objectives(1) | | | Unit of Measure | | | Target | | | Actual |
Employee and Public Safety: | | | | | | | |||
▪ Significant High-Hazard Injuries | | | # | | | 0 | | | 3 |
▪ Electric Distribution System wide Safety Improvements “Remove Before Failure” | | | # | | | ≥ 1,455 | | | 2,057 |
▪ Motor Vehicle Collisions | | | # | | | ≤ 280 | | | 265 |
▪ Operating Errors | | | # | | | ≤ 44 | | | 43 |
▪ Gas Made Safe Time | | | % | | | ≥ 89.5% | | | 99.1% |
Environment and Sustainability: | | | | | | | |||
▪ Underground Transmission Feeder Split Management | | | % | | | ≥ 90% Clamp time and ≥ 90% Environmental manhole cleaning and subservice mediation | | | 99% and 100% |
▪ Late Spill Notifications | | | # | | | ≤ 2 | | | 2 |
▪ SF6 Gas Emissions | | | Pounds | | | ≤ 6,500 | | | 4,674 |
▪ Lifetime Gross Energy Savings from Ground Source Heat Pumps installed through CECONY Clean Heat Program | | | # | | | ≥ 715,000 | | | 846,840 |
Operational Excellence: | | | | | | | |||
▪ Steam System Reliability Measures | | | # | | | 2 | | | 2 |
▪ Reliability Performance Measures | | | % | | | ≥ 97.0 | | | 100 |
▪ Electric Reliability Performance—Network Metrics | | | # | | | 2 | | | 2 |
▪ Electric Reliability Performance—Non-Network Metrics | | | # | | | 2 | | | 2 |
▪ Workable Gas Leak Inventory | | | # | | | ≤ 20 | | | 2 |
▪ Cyber Security | | | # | | | 0 | | | 2 |
▪ Physical Security | | | # | | | 0 | | | 0 |
Customer Experience: | | | | | | | |||
▪ Customer Project Completion Dates | | | % | | | ≥ 90 | | | 95.4 |
▪ First Call Resolution | | | % | | | ≥ 80 | | | 81.4 |
▪ Estimated Time for Restoration | | | % | | | ≥ 73 | | | 82.1 |
▪ Customer Appointments | | | % | | | ≥ 95 | | | 95.8 |
(1) | Operating objectives were weighted equally. |
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| Appendix A |
| Orange & Rockland Operating Objectives(1) | Unit of Measure | Target | Actual | |||
Employee and Public Safety | ||||||
§ Significant High-Hazard Injuries | # | 0 | 1 | |||
§ Motor Vehicle Collisions | # | £ 38 | 25 | |||
§ Operating Errors | # | £ 18 | 4 | |||
§ Damage Prevention | Rate | £ 2.10 | 1.68 | |||
§ Gas Made Safe Time | % | ³ 80% | 90% | |||
Environment and Sustainability | ||||||
§ Electric Energy Efficiency (MWH Reduction) | # | ³ 49,557 | 59,369 | |||
§ Gas Energy Efficiency (Dth Reduction) | # | ³ 26,860 | 32,563 | |||
§ Environmentally Beneficial Electrification (Carbon Reduction) | Tons | ³ 44,855 | 56,789 | |||
§ Written Notice of Violations | # | 0 | 0 | |||
§ Solar Connections— CompleteInitial Application Screening CompleteCoordinated Review | % % | ³ 92 ³ 80 | 100 100 | |||
Operational Excellence | ||||||
§ Outage Frequency - SAIFI (frequency of outages per average customer) | # | £ 1.20 | 0.93 | |||
§ Outage Duration - CAIDI (restoration time in minutes per average customer) | # | £ 115.5 | 105.3 | |||
§ Cyber Security | # | 0 | 0 | |||
§ Physical Security | # | 0 | 0 | |||
§ Gas Leak Inventory | # | £ 40 | 23 | |||
Customer Experience | ||||||
§ Customer Service Appointments Kept | % | ³ 95 | 96 | |||
§ New Business Electric Services Energized | % | ³ 95 | 96 | |||
§ First Call Resolution | % | ³ 85 | 93 | |||
§ Customer Service Performance Incentive Mechanism | # | 3 | 3 | |||
§ Storm Scorecard | # | ³ 90 | 95 | |||
Orange & Rockland Operating Objectives(1) | | | Unit of Measure | | | Target | | | Actual |
Employee and Public Safety | | | | | | | |||
▪ Significant High-Hazard Injuries | | | # | | | 0 | | | 1 |
▪ Motor Vehicle Collisions | | | # | | | ≤ 28 | | | 26 |
▪ Operating Errors | | | # | | | ≤ 6 | | | 2 |
▪ Damage Prevention | | | Rate | | | ≤ 2.00 | | | 1.83 |
▪ Gas Made Safe Time | | | % | | | ≥ 87 | | | 92 |
Environment and Sustainability | | | | | | | |||
▪ Electric Energy Efficiency (MWh Reduction) | | | # | | | ≥ 66,500 | | | 77,826 |
▪ Gas Energy Efficiency (Dth Reduction) | | | # | | | ≥ 71,000 | | | 76,001 |
▪ Lifetime Gross Energy Savings from Heat Pump Technology Installed in O&R Clean Heat Energy Program (MMBTu) | | | # | | | ≥ 336,000 | | | 531,003 |
▪ Electric Vehicle Make Ready Program | | | | | | | |||
Complete notification to participants | | | % | | | ≥ 90 | | | 100 |
Provide estimated incentive amount | | | % | | | ≥ 90 | | | 100 |
▪ Solar Connections— | | | | | | | |||
Complete Initial Application Screening | | | % | | | ≥ 92 | | | 100 |
Complete Coordinated Review | | | % | | | ≥ 80 | | | 100 |
Operational Excellence | | | | | | | |||
▪ Outage Frequency—SAIFI (frequency of outages per average customer) | | | # | | | ≤ 1.20 | | | 1.00 |
▪ Outage Duration—CAIDI (restoration time in minutes per average customer) | | | # | | | ≤ 115.5 | | | 103.8 |
▪ Cyber Security | | | # | | | 0 | | | 1 |
▪ Physical Security | | | # | | | 0 | | | 0 |
▪ Gas Leak Inventory (monthly average backlog) | | | # | | | ≤ 40 | | | 10 |
Customer Experience | | | | | | | |||
▪ Customer Service Appointments Kept | | | % | | | ≥ 95 | | | 97 |
▪ New Business Electric Services Energized | | | # | | | 2 | | | 2 |
▪ First Call Resolution | | | % | | | ≥ 80 | | | 93.3 |
▪ Customer Service Performance Incentive Mechanism | | | # | | | 3 | | | 3 |
▪ Storm Scorecard | | | # | | | ≥ 92 | | | 98 |
(1) | Operating objectives were weighted equally. |
|
|
| | | |
| Appendix A |
| Clean Energy Businesses Operating Objectives(1) | Unit of Measure | Target | Actual | ||||||||||||
Employee and Public Safety |
|
|
|
|
|
|
| ||||||||
§ Significant High Hazard Injury | # | 0 | 0 | ||||||||||||
Environment and Sustainability |
|
|
|
|
|
|
| ||||||||
§ Renewable Portfolio Production | % | 100 | 100 | ||||||||||||
Operational Excellence |
|
|
|
|
|
|
| ||||||||
§ Annual Availability for Financed Projects | % | 99 | 99.9 | ||||||||||||
§ Retail Energy Services Profit Margin | % | 22 | 22 | ||||||||||||
§ Material Financial Weaknesses, Significant Deficiencies, Significant Risk Limit Violations and Ethical Violation | # | 0 | 0 | ||||||||||||
§ Complete Required Training | % | 100 | 100 | ||||||||||||
§ Meet Contractual Requirements of PPA (TWh) | # | 5.0 | 6.5 | ||||||||||||
§ Implement IT Strategic Plan | # | 3 | 3 | ||||||||||||
§ Cybersecurity Intrusions | # | 0 | 0 | ||||||||||||
§ Cybersecurity Performance | % | 92 | 95 | ||||||||||||
table:
Clean Energy Businesses Operating Objectives(1) | | | Unit of Measure | | | Target | | | Actual |
Employee and Public Safety | | | | | | | |||
▪ Significant High Hazard Injury | | | # | | | 0 | | | 0 |
Environment and Sustainability | | | | | | | |||
▪ Renewable Portfolio Production | | | % | | | 100 | | | 96.6 |
Operational Excellence | | | | | | | |||
▪ Annual Availability for Financed Projects | | | % | | | 99.2 | | | 99.8 |
▪ Retail Energy Services EBITDA | | | $ | | | $6.00 | | | -1.22 |
▪ Significant Risk Limit Violations, Material Financial Weaknesses or Significant Deficiencies, and Ethical Violation | | | # | | | 0 | | | 0 |
▪ Project Construction and Delivery | | | % | | | 100 | | | 100 |
▪ Design Build Transfer | | | # | | | 56 | | | 2.1 |
▪ Megawatt hours installed for battery storage line of business | | | # | | | 550 | | | 0 |
▪ Meet Contractual Requirements of PPA (TWh) | | | # | | | 6.4 | | | 0.9 |
▪ Cybersecurity Performance | | | # | | | 0 | | | 0 |
(1) | Operating objectives were weighted equally. |
| Con Edison Transmission Operating Objectives(1) | Unit of Measure | Target | Actual | ||||||||||||
Employee and Public Safety |
|
|
|
|
|
|
| ||||||||
§ Significant High Hazard Injury | # | 0 | 0 | ||||||||||||
§ Operating Incidents | # | 0 | 0 | ||||||||||||
Environment and Sustainability |
|
|
|
|
|
|
| ||||||||
§ Late Spill Notifications | # | 0 | 0 | ||||||||||||
§ Regulatory Violations | # | 0 | 0 | ||||||||||||
Operational Excellence |
|
|
|
|
|
|
| ||||||||
§ Cyber Security Plan | Completion | Y | Y | ||||||||||||
§ Risk Reduction Plans | Completion | Y | Y | ||||||||||||
§ System Reliability | Completion | Y | Y | ||||||||||||
§ Construction Oversight Plan | Completion | Y | Y | ||||||||||||
§ Material Weakness or Significant Deficiencies | # | 0 | 0 | ||||||||||||
§ Complete Required Training | % | 100 | 100 | ||||||||||||
Footnote:
|
|
|
| | | |
| Appendix B |
APPENDIX B |
EBITDAearnings and adjusted earnings per share are financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures should not be considered as an alternative to net income for common stock or net income per share, respectively, each of which is an indicator of financial performance determined in accordance with GAAP. Adjusted earnings and adjusted earnings per share exclude from net income for common stock and net income per share, respectively, certain other items that the company does not consider indicative of its ongoing financial performance. Management uses these non-GAAP financial measures to facilitate the analysis of the company's financial performance as compared to its internal budgets and previous financial results and to communicate to investors and others the company’s expectations regarding its future earnings and dividends on its common stock. Management believes that these non-GAAP financial measures are also useful and meaningful to investors to facilitate their analysis of the company's financial performance. The following table is a reconciliation of Con Edison’s reported net income for common stock to adjusted earnings and reported earnings per share to adjusted earnings per share.
108 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix B |
(Millions of Dollars, except per share amounts) | | | 2020 | | | 2021 | | | 2022 | | | 2023 |
| | | | | | | | | |||||
Reported earnings per share – GAAP basis (basic) | | | $3.29 | | | $3.86 | | | $4.68 | | | $7.25 |
| | | | | | | | | |||||
Gain and other impacts related to sale of the Clean Energy Businesses (pre-tax)(a)(b) | | | — | | | — | | | (0.03) | | | (2.55) |
Income taxes(c) | | | — | | | — | | | 0.35 | | | 0.33 |
Gain and other impacts related to sale of the Clean Energy Businesses(net of tax)(a)(b) | | | — | | | — | | | 0.32 | | | (2.22) |
HLBV effects (pre-tax)(d) | | | 0.14 | | | (0.41) | | | (0.17) | | | 0.02 |
Income taxes(e) | | | (0.04) | | | 0.12 | | | 0.05 | | | (0.01) |
HLBV effects (net of tax)(d) | | | 0.10 | | | (0.29) | | | (0.12) | | | 0.01 |
Net mark-to-market effects (pre-tax) | | | 0.18 | | | (0.15) | | | (0.51) | | | 0.04 |
Income taxes(f) | | | (0.05) | | | 0.05 | | | 0.16 | | | (0.01) |
Net mark-to-market effects | | | 0.13 | | | (0.10) | | | (0.35) | | | 0.03 |
Loss from sale of a renewable electric project (pre-tax) | | | — | | | 0.01 | | | — | | | — |
Loss from sale of a renewable electric project (net of tax) | | | — | | | 0.01 | | | — | | | — |
Remeasurement of deferred state taxes related to dispositions prior to 2022 (net of federal taxes) | | | — | | | — | | | 0.04 | | | — |
Remeasurement of deferred state taxes related to dispositions prior to 2022 (net of federal taxes) | | | — | | | — | | | 0.04 | | | — |
Impairment loss related to investment in Stagecoach Gas Services LLC (pre-tax)(h) | | | — | | | 0.61 | | | — | | | — |
Income taxes(g) | | | — | | | (0.19) | | | — | | | — |
Impairment loss related to investment in Stagecoach Gas Services LLC (net of tax)(h) | | | — | | | 0.42 | | | — | | | — |
Impairment loss related to investment in Honeoye Storage Corporation (pre-tax)(i) | | | — | | | 0.02 | | | — | | | — |
Impairment loss related to investment in Honeoye Storage Corporation (net of tax)(i) | | | — | | | 0.02 | | | — | | | — |
Impairment loss related to investment in Mountain Valley Pipeline, LLC (pre-tax)(j) | | | 0.95 | | | 0.66 | | | — | | | — |
Income taxes(g) | | | (0.29) | | | (0.19) | | | — | | | — |
Impairment loss related to investment in Mountain Valley Pipeline, LLC (net of tax)(j) | | | 0.66 | | | 0.47 | | | — | | | — |
| | | | | | | | | |||||
Adjusted earnings per share (Non-GAAP) | | | $4.18 | | | $4.39 | | | $4.57 | | | $5.07 |
| a. | On March 1, 2023, the Company completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8 to the Annual Report on Form 10-K filed on February 15, 2024 (the “10-K”). |
| b. | The gain and other impacts related to the sale of the Clean Energy Businesses for the year ended December 31, 2023 is comprised of the gain on the sale of the Clean Energy Businesses ($(2.49) a share and $(2.21) a share net of tax or $(865) million and $(767) million net of tax), transaction costs and other accruals ($0.05 a share and $0.04 a share net of tax or $19 million and $14 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.11) a share and $(0.07) a share net of tax or $(41) million and $(28) million net of tax). The impacts related to the sale of the Clean Energy Businesses is comprised of: transaction costs ($0.14 a share and $0.10 a share net of tax or $48 million and $35 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.17) a share and $(0.12) a share net of tax or $(61) million and $(42) million net of tax) for the year ended December 31, 2022. |
| c. | Amounts shown include the impact of the changes in state unitary tax apportionments ($0.02 a share net of federal taxes or $7 million net of federal taxes) for the year ended December 31, 2023. The amount of income taxes for transaction costs and other accruals and the effects of ceasing to record depreciation and amortization expenses were calculated using a combined federal and state income tax rate of 27 percent and 32 percent, respectively, for the year ended December 31, 2023. The amount of income taxes for the gain on the sale of the Clean Energy Businesses had an effective tax rate of 11 percent for the year ended December 31, 2023. Amounts shown include the impact of the remeasurement of deferred state taxes and the valuation allowance for deferred tax assets ($0.34 a share net of federal taxes or $121 million net of federal taxes) for the year ended |
Consolidated Edison, Inc. Proxy Statement109 |
| | | | Appendix B |
| d. | Income attributable to the non-controlling interest of a tax-equity investor in renewable electric projects accounted for under the hypothetical liquidation at book value (HLBV) method of accounting. See Note S to the financial statements in Item 8 of the 10-K. |
| e. | The amount of income taxes was calculated using a combined federal and state income tax rate of 25 percent, 31 percent and 31 percent, for the year ended December 31, 2023, 2022 and 2021, respectively. |
| f. | The amount of income taxes was calculated using a combined federal and state income tax rate of 32 percent, 31 percent and 32 percent for the year ended December 31, 2023, 2022 and 2021, respectively. |
| g. | The amount of income taxes was calculated using a combined federal and state income tax rate between 26-30 percent for the year ended December 31, 2021. |
| h. | Loss recognized with respect to the partial impairment of Con Edison Transmission’s investment in Stagecoach Gas Services LLC. See “Investments — 2021 Partial Impairment of Investment in Stagecoach Gas Services” in Note A and Note W to the financial statements in Item 8 of the 10-K. |
| i. | Loss recognized with respect to the goodwill impairment of Con Edison Transmission’s investment in Honeoye Storage Corporation. See Note K to the financial statements in Item 8 of the 10-K. |
| j. | Losses recognized with respect to the partial impairments of Con Edison Transmission's investment in Mountain Valley Pipeline, LLC. See “Investments in Mountain Valley Pipeline, LLC (MVP)” in Note A to the financial statements in Item 8 of the 10-K. |
110 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix C |
APPENDIX C |
| Con Edison of New York | Orange & Rockland | Clean Energy Businesses | Con Edison Transmission | Other | Company Total | |||||||||||||||||||||||||
($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | |||||||||||||||||||||||||
Net income for common stock |
| $1,185 |
|
| $71 |
|
| $24 |
|
| $(175) |
|
| $(4) |
|
| $1,101 |
| ||||||||||||
For the Clean Energy Businesses, the
| Clean Energy Businesses | |||||
| ($ in millions) | |||||
Net income for common stock | $ | 24 | |||
Mark-to-market pre-tax loss/(gain) |
| 57 | |||
HLBV pre-tax loss/(gain) |
| 44 | |||
Interest expense/(income), excluding mark-to-market effects of interest rate swaps |
| 135 | |||
Income tax (benefit)/expense |
| (44 | ) | ||
Pre-tax equivalent of production tax credits (25%) |
| 37 | |||
Depreciation and amortization |
| 231 | |||
Adjusted EBITDA (non-GAAP) | $ | 484 | |||
| | | Clean Energy Businesses | |
| | | ($ in millions) | |
Net income for common stock (GAAP) | | | 21.9 |
Mark-to-market pre-tax loss/(gain) | | | 12.8 |
HLBV pre-tax loss/(gain) | | | (3.2) |
Interest expense/(income), excluding mark-to-market effects of interest rate swaps | | | 21.6 |
Income tax (benefit)/expense | | | 2.8 |
Pre-tax equivalent of production tax credits (25%) | | | 6.5 |
Held for Sale Operating Expenses pre-tax loss/(gain) | | | (1.5) |
Adjusted EBITDA (non-GAAP) | | | 60.9 |
Consolidated Edison, Inc. Proxy Statement |
|
01—Timothy P. Cawley 02—Ellen V. Futter 03—John F. Killian 06—Dwight A. McBride 07—William J. Mulrow 08—Armando J. Olivera For Against Abstain For Against Abstain 1 P C F 04—Karol V. Mason 09—Michael W. Ranger 05—John McAvoy 10—Linda S. Sanford 11—Deirdre Stanley 12—L. Frederick Sutherland For Against Abstain Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03E3RE + + Proposals — The Board of Directors recommends a vote FOR A all nominees listed, and FOR Proposals 2 and 3. 2. Ratification of appointment of independent accountants. 3. Advisory vote to approve named executive officer compensation. 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Full title of one signing in representative capacity should be clearly designated after signature. Names of all joint holders should be written even if signed by only one. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below qIF VOTING BY MAIL, SIGN, DETACH AND RETURN
APPENDIX D |
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/ED qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting of Stockholders. CONSOLIDATED EDISON, INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALFPURCHASE PLAN
112 Consolidated Edison, Inc. Proxy Statement |
TABLE OF THE BOARD OF DIRECTORS CONTENTS
| | | | Appendix D |
| (a) | “Account” means a custodian account established with the Agent to hold Shares purchased under the Plan, and any Shares transferred to such Account pursuant to Article 12, beneficially owned by a Participant. Such Account shall be an individual Account unless such Participant shall designate in writing that it shall be a joint Account, in which case it shall be a joint Account of such Participant and such other person as such Participant shall have designated. A joint Account may be converted to an individual Account of a Participant who is joint holder of such Account, upon written request signed by such Participant and the other joint holder of such Account. Any transfer taxes payable in connection with a change from individual to joint Account or vice versa will be the responsibility of the Participant. A Participant may not have more than one Account, except that two Participants, each having an Account, may hold one or both of such Accounts jointly. All distributions from a joint Account, whether of cash or Shares, shall be made jointly to the Participant and the other holder of such joint Account. All references in the Plan to distributions to a Participant shall in the case of a joint Account be subject to the preceding sentence. Ineligibility of a Participant to make investments under the Plan shall render the other holder of a joint Account with such Participant likewise ineligible to make investments through such Account. |
| (b) | “Affiliate” means any company which is a member of a controlled group of corporations (as defined in Section 414(b) of the Internal Revenue Code (“Code”)) which also includes as a member the Company; any trade or business under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. |
| (c) | “Agent” means Computershare Inc., or a successor or successors designated by the Plan Director to serve as Agent under the Plan. |
| (d) | “Amended Effective Date” means the Stockholders’ Approval Date. |
| (e) | “Anniversary Date” for any Share or fractional Share held in an Account shall mean the first day of the thirteenth month next following the Purchase Period during which such Share or fractional Share was purchased for such Account. |
| (f) | “Basic Rate of Pay” means in respect of a particular Purchase Period: |
| (i) | In the case of an Employee compensated on an hourly basis, 40 times his or her basic hourly rate in effect at the beginning of such Purchase Period; and |
| (ii) | In the case of an Employee compensated on a semi-monthly basis, his or her basic annual rate in effect at the beginning of such Purchase Period, divided by 24. |
| (g) | “Board of Directors” means the Board of Directors of the Company. |
| (h) | “CECONY” means Consolidated Edison Company of New York, Inc. |
Consolidated Edison, Inc. Proxy Statement113 |
| | | | Appendix D |
| (i) | “Committee” means the Management Development & Compensation Committee of the Board of Directors, any successor committee or such other committee the Board of Directors appoints to administer the Plan. To the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board of Directors. |
| (j) | “Common Shares” means the Company’s common shares, $0.10 par value per share. |
| (k) | “Company” means Consolidated Edison, Inc. |
| (l) | “Employee” means any person employed by a Participating Employer: (i) who is an active employee; or (ii) to the extent required under a collective bargaining agreement, who has completed three months of the “on trial” or “probationary” period as of the beginning of a Purchase Period. Employee also means a duly elected or appointed officer of the Company or a Participating Employer. The term “Employee” shall not include a leased employee or a person who has entered into a written contract that provides he or she (a) is an independent contractor and not an employee and/or (b) waives participation in the Plan. An independent contractor shall not be eligible to participate in the Plan during the period the written contract is in effect without regard to whether such person is reclassified as an Employee for such period by the IRS for tax withholding purposes. |
| (m) | “Investment Funds” means all funds received by the Agent or the Company pursuant to Articles 4(a), 4(b), 5(a), and 5(b), plus the amount of all cash dividends received by the Agent, other than dividends which are to be distributed to Participants in accordance with instructions pursuant to Article 4(c). |
| (n) | “Non-Employee Director” means a person who is a member of the Board of Directors of the Company, provided that any such person is not otherwise an Employee. |
| (o) | “Participant” means an Employee or a Non-Employee Director who participates in the Plan. |
| (p) | “Participating Employer” means the Company and an Affiliate which, with the approval of the Committee, has adopted the Plan for its Employees or Non-Employee Directors. |
| (q) | “Plan” means the Consolidated Edison Inc. Stock Purchase Plan, as now or hereafter in effect. |
| (r) | “Plan Director” means the Vice President—Human Resources of CECONY or such other person or persons as may from time to time be designated by the Company or the Chief Executive Officer of CECONY to act as such Plan Director in respect of the Plan. The Plan Director shall serve as such without compensation and at the discretion of the Company or the Chief Executive Officer of CECONY. The Plan Director shall be authorized to act on behalf of the Company and each Participating Employer. |
| (s) | “Purchase Period” means a calendar month. |
| (t) | “Shares” means shares of Common Shares of the Company whether newly issued by or purchased directly from the Company, or purchased on any securities exchange on which shares of Common Shares are traded, in the over-the-counter market or in negotiated transactions with parties not affiliated with the Company, and includes both full and fractional Shares unless otherwise specified. |
| (u) | “Share Price” depends on the source of the Shares and shall be determined in accordance with Article 6. |
| (v) | “Stockholders’ Approval Date” is the date of the 2024 Annual Meeting at which the Company’s stockholders approve the Plan. |
| (a) | Term. The Plan shall continue until 10 years after the Stockholders’ Approval Date, unless sooner terminated by the Board of Directors. |
| (b) | Limitation on Number of Shares. Subject to Article 2(c) and effective on and after the Amended Effective Date, the maximum number of Shares that may be issued under the terms of the Plan shall be ten million (10,000,000) Shares. The Shares reserved may be issued and sold pursuant to one or more offerings under the Plan. With respect to each |
114 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (c) | Dilution and Other Adjustments. In the event of any change in the number of outstanding Shares by reason of any stock split, reverse stock split, spinoff, split-off, partial or complete liquidation, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of equity securities or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other similar change or corporate transaction or event that affects Shares, if the Committee shall determine that such change equitably requires an adjustment to the limitations on the number of Shares that may be delivered under the terms of the Plan as set forth in Article 2(b) or in the number or kind of Shares that may be delivered under the terms of the Plan, such adjustment to prevent dilution or enlargement of a Participant’s rights under the terms of the Plan shall be made by the Committee in a manner that is proportionate to the change to the Shares and is otherwise equitable, and shall be conclusive and binding for all purposes of the Plan. |
| (a) | With respect to a particular Purchase Period, and subject to Article 7(e), an Employee may invest in the purchase of Shares pursuant to the Plan an amount not in excess of 20% of such Employee’s Basic Rate of Pay, multiplied by the number of pay periods of such Employee ending within such Purchase Period. Notwithstanding anything herein to the contrary, no Employee or a Non-Employee Director may invest more than $25,000 pursuant to the Plan during any calendar year, provided, however, that the amounts invested pursuant to Article 4(c) shall not be subject to any such limits under Article 3(a). |
| (b) | If at any time it is discovered that a Participant has invested in any Purchase Period an amount in excess of the maximum investment permitted by this Article 3 for such Participant in such Purchase Period, then the maximum investment permitted for such Participant shall thereafter be reduced by subtracting the amount of such excess from the maximum amount which such Participant would otherwise be permitted to invest in the Purchase Period or Purchase Periods next following such discovery, until the aggregate of such reductions shall equal the amount of such excess. In any such case the Participant involved shall be notified by the Plan Director and requested to appropriately restrict or suspend his or her investments under the Plan during such Purchase Period or Purchase Periods. If a Participant repeatedly exceeds the limitations of this Article 3, the Plan Director may, in his or her sole discretion, suspend the eligibility of such Participant for such period as the Plan Director, in his or her sole discretion, may determine. Any such suspension shall have the same effect as a period of ineligibility pursuant to Article 7(e). |
| (a) | Payroll Deductions for Employees. On a form provided by a Participating Employer, or in some other means as authorized by the Plan Director, an Employee may authorize payroll deductions to be made which are not less than $2.00 per pay period, but in no case more than 20% of such Employee’s Basic Rate of Pay. An Employee may elect to authorize payroll deduction as a fixed dollar amount or as a percentage of such Employee’s Basic Rate of Pay, unless otherwise determined by the Plan Director. All payroll deductions made by an Employee shall be credited to such Employee’s Account. Payroll deductions shall commence as soon as administratively feasible, but no later than the second Purchase Period after receipt by the Agent of the payroll deduction authorization. Payroll deductions shall continue for successive Purchase Periods until such Employee instructs the Agent to make no further deductions or until such Employee’s participation in the Plan shall be suspended under the provisions of Article 3(b), 7(e) or 8(b), or until his or her status as an Employee ceases, whichever shall first occur. |
Consolidated Edison, Inc. Proxy Statement115 |
| | | | Appendix D |
| (i) | For Shares purchases other than from the Company, the Participating Employer shall pay over the amount of each payroll deduction so authorized to the Agent, for the Account of the Employee. |
| (ii) | For Shares newly issued by or purchased directly from the Company, the Participating Employer shall pay over the amount of each payroll deduction so authorized to the Company, for the purchase of Shares for the Employee. As promptly as practicable after the last day of the Purchase Period, the Company shall cause the maximum number of whole Shares to be newly issued by or purchased from the Company based on the Share Price as determined by the Agent in accordance with Article 6(c), and will cause these Shares to be sent to the Agent to be allocated to the Employees’ Accounts. |
| (b) | Cash Payments for Non-Employee Directors. From time to time, but not more frequently than once during each Purchase Period, a Non-Employee Director may deliver to the Agent a money order or check acceptable to, and payable to the order of, the Agent, in an amount in each case not less than $10.00, together with a direction, on a form provided by the Company or the Agent, and acceptable to the Plan Director in his or her sole discretion, to purchase Shares pursuant to the Plan. If such money order or check is received by the Agent from the 1st day to the 15th day of the Purchase Period and is cleared with good funds prior to the 25th day of the Purchase Period, such money order or check shall be applied during that Purchase Period. If such money order or check is received by the Agent after the 15th day of the Purchase Period and is cleared with good funds prior to the 25th day of the next Purchase Period such money order or check shall be applied during the next Purchase Period. If any such money order or check shall prove uncollectible, it shall not be applied to the purchase of Shares. |
| (c) | Dividend Reinvestment. Unless the Participant otherwise instructs the Agent, the Agent shall apply dividends received with respect to Shares held in his or her Account to the purchase, either from the Company or by the Agent, of additional Shares. However, the Participant may instruct the Agent to distribute to the Participant any such dividends received by the Agent for which the record date has not occurred prior to the Agent’s receipt of such instructions. Any dividends covered by such instructions shall be distributed by the Agent to such Participant as promptly as practicable. Such instructions shall be revocable by the Participant, effective with respect to any dividends for which the record date has not occurred prior to the Agent’s receipt of such revocation. |
| (d) | No Interest. Except as required by applicable law, there shall be no payment or accrual of interest in respect of payments under the foregoing Articles 4(a), (b) and (c), while held by the Participating Employer, the Company, the Agent, or otherwise. |
| (a) | The Participating Employer shall separately determine, in its sole discretion, whether to make contributions on behalf of its Employees or Non-Employee Directors who participate in the Plan. If the Participating Employer decides to make contributions on behalf of its Employees or Non-Employee Directors, the Participating Employer shall contribute one dollar for every nine dollars contributed by the Employee or Non-Employee Director as set forth in Appendix A. Appendix A, attached and incorporated herein as part of the Plan, shall provide the terms and conditions for such contributions made by the Participating Employer. |
| (b) | Appendix B, attached and incorporated herein as part of the Plan, sets forth a list of Participating Employers and states whether the Participating Employer has determined to make contributions on behalf of its Employees and Non-Employee Directors. |
116 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (a) | Shares Purchased by the Agent. As and when Investment Funds are received by the Agent, the Agent shall promptly, apply such Investment Funds to the purchase of Shares, in one or more transactions, of the maximum number of whole Shares obtainable at the then prevailing prices, brokerage commissions, transfer taxes and service charges incurred in connection with such purchase. Such purchases may be made from the Company, on any securities exchange where Shares are traded, in the over-the-counter market, or in negotiated transactions. Shares purchased other than from the Company may be on such terms as to price, delivery and otherwise as the Agent may determine to be in the best interest of the Participants. The Agent shall complete such purchases as soon as practicable after receipt of such Investment Funds, subject to any applicable laws affecting the timing or manner of such purchases. If, for any reason, the Agent is unable, on or before the last day of any Purchase Period, to apply all Investment Funds received by the Agent during such Purchase Period, then any such Investment Funds remaining in any Account at the end of such Purchase Period shall be held by the Agent and applied as soon as practicable in a subsequent Purchase Period or Purchase Periods. |
| (b) | Shares Purchased from the Company. As and when Investment Funds are received by the Agent, the Company shall, as soon as practicable after the receipt of such Investment Funds, notify the Agent of the amount received so the Agent can allocate such Investment Funds to the Account of each Participant. The Agent shall determine the Purchase Price of all Shares purchased during the Purchase Period in accordance with Article 6(c). As soon as practicable after the last business day of the Purchase Period, the Company shall cause the maximum number of whole Shares to be newly issued by or purchased from the Company based on the Share Price as determined by the Agent and will, or will cause, such Shares to be sent to the Agent to be allocated to Participants’ Accounts. Any Investment Funds remaining with the Company at the end of such Purchase Period shall be held by the Company and applied as soon as practicable in a subsequent Purchase Period or Purchase Periods. |
| (c) | The price to Participant for Shares purchased will depend on the source of the Shares. |
| (i) | If the Shares are newly issued or purchased from the Company, a price shall be assigned each Purchase Period for any contribution made by payroll deduction during such Purchase Period, cash contributions received through the 15th day of the Purchase Period, dividends to be reinvested during such Purchase Period, if any, and any related Participating Employer contributions. The price assigned to each such Share will be the closing price of a Share on the last business day of the Purchase Period on which Shares were traded on the New York Stock Exchange. |
| (ii) | If the Shares are purchased other than from the Company, the purchase price per Share will be the closing stock price of a Share on the last business day of the Purchase Period on which Shares were traded on the New York Stock Exchange. |
| (d) | Promptly after the end of each Purchase Period, the Agent shall compute the Share Price for such Purchase Period and shall allocate the Shares purchased during such Purchase Period among the Participant’ Accounts by allocating to each Account the number of full and fractional Shares obtained by dividing the Share Price for such Purchase Period into the amount of Investment Funds applied for such Account during such Purchase Period pursuant to Articles 6(a), (b) and (c). |
| (e) | If all or any portion of the Shares that would otherwise be purchased during a Purchase Period exceeds the number of Shares then available under the Plan (after deduction of all Shares which have been purchased or are then outstanding) or if all or any portion of the Shares cannot reasonably be purchased after the end of the Purchase Period in the sole discretion of the Plan Director because of any other reason, the Plan Director shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Plan Director shall give written notice to each Participant of the reduction in the number of Shares affected thereby and shall similarly reduce the rate of each Employee’s payroll deductions, if necessary, and return any Investment Funds to each affected Participant, if necessary. |
Consolidated Edison, Inc. Proxy Statement117 |
| | | | Appendix D |
| (f) | Prior to the time such Shares are allocated to a Participant’s Account, such Participant shall have none of the rights or privileges of a stockholder of the Company with respect to such Shares. Only upon the allocation of Shares to a Participant’s Account (and only in respect to such Shares allocated) shall a Participant obtain the rights of stockholders, including, without limitation, any right to vote the Shares or receive any dividends or any other distributions thereon. |
| (a) | The Shares purchased under the Plan shall be held in the name and custody of the Agent or a nominee. Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants at such times prescribed by the Plan Director; such statements may set forth the amounts of payroll deductions, the purchase price per Share, the number of Shares purchased, the aggregate Shares in the Participant’s account and the remaining cash balance, if any, or any other information as designated by the Committee. |
| (b) | A Participant may at any time direct to the Agent that some or all of the Shares in his or her Account, both full Shares and any fractional Share, be sold, and the resulting cash proceeds distributed to such Participant. |
| (c) | No Shares held in an Account may be assigned, pledged or hypothecated in any manner prior to distribution from such Account of the related Share certificates. Neither may any interest of a Participant in or under the Plan be assigned, pledged or hypothecated in any manner otherwise than by will or the laws of descent and distribution. |
| (d) | Subject to Article 1(a), all Share certificates distributed pursuant to this Article 7 shall be in the name of the respective Participant. |
| (e) | Subject to Article 12(c) and this Article 12(e), a Participant shall at all times have the right to have all of the Shares in his or her Account distributed or sold in accordance with Article 7(b). A Participant shall not direct that a Share or fractional Share in his or her Account be so distributed or sold prior to the Anniversary Date of such Share or fractional Share. If a Participant directs that a Share or fractional Share in his or her Account be so distributed or sold prior to the Anniversary Date of such Share or fractional Share, such Participant shall thereafter be ineligible (effective as of the first day of the Purchase Period next succeeding such distribution or sale) to make further investments under the Plan until the Anniversary Date of the most recently acquired Share or fractional Share sold or distributed from such Participant’s Account pursuant to Article 7(b) shall occur. In the event of such ineligibility: |
| (i) | Any authorization for payroll deductions given by such Participant pursuant to Article 4(a) shall thereupon be revoked, such Participant shall be deemed to have given instructions to distribute dividends pursuant to Article 4(c), any Investment Funds held in such Participant’s Account shall be applied to purchase Shares in the next Purchase Period but no further contributions pursuant to Article 4(b) shall be accepted during such ineligibility. |
| (ii) | Any full or fractional Shares remaining in such Participant’s Account shall remain in such Account unless and until disposed of in accordance with Articles 7(b), 8(a), 11(a) or 12(c). |
| (iii) | The Participant may conclusively rely on the information furnished by the Agent, for the purpose of determining the number of Shares in such Participant’s Account for which the Anniversary Date has occurred. Any direction for the sale or distribution of Shares pursuant to Article 7(b) shall be satisfied first from those Shares in such Account for which the Anniversary Date has at the time occurred, unless the Participant otherwise expressly directs by providing written notice to the Agent in accordance with procedures established by the Plan Director. Upon application by a Participant, the Plan Director may, for good cause |
118 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (iv) | The concept of “Anniversary Date” shall only apply to Shares of those Employees or Non-Employee Directors of the Participating Employer who has determined to make contributions on behalf of its Employees or Non-Employee Directors. |
| (a) | Subject to Article 1(a), when a Participant’s status as an Employee or as a Non-Employee Director ceases, any fractional Share in such Participant’s Account shall be sold and the proceeds thereof, together with all full Shares in such Participant’s Account, shall be distributed to such Participant (or in the event of death or disability, to his or her legal representatives), without the necessity of any request by or on behalf of the Participant under Article 7(b), as soon as practicable after receipt by the Agent of notice of such change of status, unless the Agent receives, within 30 days after such change of status and prior to any such distribution, an election by such former Participant (or his or her legal representatives as aforesaid), to have such full Shares sold and the resulting cash proceeds distributed. The judgment of the Agent as to the terms of any such sale shall be conclusive and binding. All cash distributions, whether in respect of sale of full Shares or fractional Shares, shall be net of any brokerage or commissions, transfer taxes, and service charges incurred in connection with such sales. Any Investment Funds held in such Participant’s Account that have not been applied to purchase Shares shall also be distributed to such Participant (or in the event of death or disability, to his or her legal representatives). |
| (b) | Notwithstanding anything herein to the contrary, a Participant’s change in status from Employee to Non-Employee Director or vice versa shall not be treated as a termination under the Plan. |
| (c) | An Employee on an unpaid leave of absence shall be ineligible (effective as of the first day of the first Purchase Period beginning during such an unpaid leave of absence) to make further investments under the Plan until the termination of such an unpaid leave of absence. Such ineligibility shall have the same effects as a period of ineligibility arising under Article 7(e). |
| (a) | Any Shares received as stock dividends or split shares distributed by the Company on full or fractional Shares acquired under the Plan for a Participant will be credited to the Participant’s Account. The Anniversary Date of any Share so received shall be that of the Share in respect of which it shall be received. |
| (b) | If the Company should determine to offer securities through the issuance of rights to subscribe, warrants representing the rights on all Shares registered in the name of the Agent (or a nominee) will be issued to the Agent. Except as provided in the last three sentences of this Article 9(b), the Agent shall sell such rights and distribute the proceeds among the Participants in proportion to the full and fractional Shares held in each Participant’s Account on the record date for such rights. Any Participant who wishes to exercise subscription rights on his or her Shares acquired under the Plan shall, prior to the record date for any such rights, provide written notice to the Agent in accordance with procedures established by the Plan Director of such desire and make arrangements, satisfactory to the Company and the Agent, to provide the Agent with funds to exercise such rights. Any Shares so purchased shall be allocated to such Participant’s Account and any other securities so purchased shall be delivered to such Participant. No contribution shall be made under the Plan by the Participating Employer in connection with any such exercise of rights. |
| (c) | Any non-cash distribution which the Company may make in respect of Shares held by the Agent for the Accounts of Participant, except a distribution subject to Articles 9(a) or (b), shall, to the extent practicable, be distributed in kind to the Participant in proportion to the respective numbers |
Consolidated Edison, Inc. Proxy Statement119 |
| | | | Appendix D |
| (d) | of Shares in their Accounts. To the extent that such a distribution in kind is not practicable, such non-cash distribution shall be sold and the proceeds distributed in like manner. |
| (a) | The Board of Directors (or the Committee or any other duly authorized committee) shall have the power to suspend, terminate, amend, freeze or otherwise modify the Plan and the Chief Executive Officer, the President-Shared Services, the Chief Financial Officer, the Vice President-Human Resources and the Treasurer of the CECONY are each authorized to make such changes from time to time to the Plan as such officer may approve as necessary or desirable to comply with law or to facilitate the administration of the Plan. No such suspension, termination, amendment or modification shall restrict the right of any Participant to withdraw all full Shares held in his or her Account, and to receive the net proceeds, after expenses of sale, of any fractional Share held in such Account. All participating Participants shall be given notice of any such suspension, termination, amendment or modification at least 30 days prior to the effective date thereof. Termination of the Plan shall have the same effects, with respect to each Participant, as are provided for in Article 8(a) in the event of termination of such Participant’s status as an Employee or as a Non-Employee Director, subject to Article 8(b). |
| (b) | Any Affiliate may adopt the Plan with the consent of the Committee; provided, however, that the Chief Executive Officer, the President-Shared Services, the Chief Financial Officer, the Vice President-Human Resources and the Treasurer of the CECONY shall each have authority to permit participation in the Plan by an Affiliate on such terms and conditions as such officer may approve. Upon the effective date of the adoption of the Plan by an Affiliate, the Affiliate shall become a Participating Employer. Each Participating Employer shall be named in Appendix B. A Participating Employer may terminate its participation in the Plan upon appropriate action. |
| (c) | The Company, Participating Employer(s), the Committee and the Plan Director shall not be liable hereunder for any act done in good faith, or for any good faith omission to act, including, without limitation, any claim for delay in paying funds over to the Agent for the Account of a Participant. |
| (a) | Plan Administration. |
| (i) | The Plan shall be administered by the Committee and the Committee may select an administrator or any other person to whom its duties and responsibilities hereunder may be delegated. The Committee shall have full power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, including, without limitation, rules relating to the cancellation of Participant elections to purchase Shares, to interpret, construe or implement the provisions and supervise the administration of the Plan, and to take all actions in connection therewith or in relation thereto as it deems necessary or advisable, and correct any defect, supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. All interpretations and determinations of the Committee shall be made in its sole discretion based on the Plan document and shall be final, conclusive and binding on all parties. |
| (ii) | The Committee may employ such legal counsel, consultants, brokers and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant, broker or agent. The Committee may, in its sole |
120 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (iii) | The Company shall, to the fullest extent permitted by law and the Certificate of Incorporation and By-laws of the Company and, to the extent not covered by insurance, indemnify each director, officer or employee of the Company (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving the Plan in any capacity at the request of the Company, except in instances where any such person engages in willful misconduct or fraud. Such right of indemnification shall include the right to be paid by the Company for expenses incurred or reasonably anticipated to be incurred in defending any such suit, action or proceeding in advance of its disposition; provided, however, that the payment of expenses in advance of the settlement or final disposition of a suit, action or proceeding, shall be made only upon delivery to the Company of an undertaking by or on behalf of such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified hereunder. Such indemnification shall be in addition to any rights of indemnification the person may have as a director, officer or employee or under the Certificate of Incorporation of the Company or the By-laws of the Company. Expenses incurred by the Committee or the Board of Directors in the engagement of any such counsel, consultant or agent shall be paid by the Company. |
| (iv) | To the fullest extent not prohibited by law, the Committee shall have the authority to delegate some or all of its authority with respect to the Plan, as it may deem advisable to one or more of its members or to any officers or directors of the Company or any other person or committee designated by the Committee. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to delegate authority to any person, and the Committee may at any time rescind the authority delegated to any person and delegate authority to one or more other persons. At all times, any person delegated authority pursuant to this Article 12(a)(iv) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by any such person or persons in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each and all such persons |
| (b) | Expenses of Plan. Except as otherwise provided in the Plan, the Participating Employer shall pay all expenses in connection with administration of the Plan, including, without limitation, the fees and expenses of the Agent applicable to its Participants. |
| (c) | Recoupment of Company Overpayments. Notwithstanding anything in the Plan to the contrary, if at any time it is discovered that through error, inadvertence, mistake or for any other reason, the Participating Employer has paid over to the Agent or the Company for the Account of a Participant an amount which is in excess of the amount which should have been paid over for such Account, pursuant to Article 5 and Appendix A, or if it shall be discovered that an amount paid over to the Agent or the Company pursuant to Article 4(a) was in excess of the |
Consolidated Edison, Inc. Proxy Statement121 |
| | | | Appendix D |
| (d) | Agent’s Tenure and Responsibility. |
| (i) | The Agent may resign at any time by delivering its written resignation to Plan Director, and the Plan Director may remove the Agent at any time by delivering to the Agent a written notice of removal; provided that such resignation or removal shall not take effect until the effective date of an appointment of a successor Agent. A successor Agent may be appointed by the Plan Director upon notice to the incumbent Agent. |
| (ii) | The Agent shall not be liable hereunder for any act done in good faith, or for any good faith omission to act, including without limitation, any claims with respect to the prices at which Shares are purchased or sold for Participants’ Accounts. |
| (e) | Application of Funds. All funds received by the Company in payment for Shares purchased under the Plan and held by the Company at any time may be used for any valid corporate purpose. |
| (f) | Government Approvals or Consents. The Plan and any offerings and sales to Participants under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. The Board of Directors or the Committee may make such changes in the Plan and include such terms in any offering under the Plan as may be necessary or desirable, in the opinion of counsel, so that the Plan will comply with the rules and regulations of any governmental authority. |
| (g) | Notices. All notices or other communications by a Participant to the Company or the Committee under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company or Committee at the location, or by the person, designated for the receipt thereof and within the time period prescribed by the Company or Committee. Each Participant shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and the delivery of other information. Any notices or communications by the Company to a Participant shall be deemed given if directed to such address and mailed by regular United States mail, first-class and prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper |
| (h) | Regulations and Other Approvals; Governing Law. |
| (i) | The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of New York without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law. |
| (ii) | All elections and transactions involving Shares under the Plan by Participants subject to Section 16 of the Securities Exchange Act of 1934, as amended, are intended to be exempt under such section as a result of the Plan’s satisfaction of the coverage and participation standards of Section 410 of the Code. |
| (iii) | Participants’ purchases or other transactions under the Plan shall comply with, and may not violate, any applicable laws, rules or regulations or any applicable policies adopted by the Company from time to time, including, without limitation, the Company’s insider trading policies. The obligation of the Company to sell or deliver Shares with respect to Shares purchased under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. The Company shall not be obligated to issue any Shares to a Participant if, in the opinion of counsel for the Company, the issuance of such Shares will constitute a violation by the Participant or the Company of any provisions of any rule or regulation of any governmental authority or any national securities exchange. |
| (iv) | The Plan is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to be qualified under Sections 401(a) or 423 of the Code. |
122 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (i) | Taxes. Notwithstanding anything herein to the contrary, the Company shall have the right to make such provisions as it deems necessary to satisfy any obligations to withhold federal, state, or local income taxes or other taxes incurred by reason of the issuance of Common Shares pursuant to the Plan. Notwithstanding anything herein to the contrary, if applicable, the Company may require an Employee to remit an amount equal to the required withholding amount and may invalidate any purchase if the Employee does not remit applicable withholding taxes. Without limiting the generality of the foregoing, solely to the extent permitted by law, any withholding obligation with regard to any Employee may be satisfied by: (i) reducing the number of shares of Common Shares otherwise deliverable to the Employee; (ii) subject to the Committee’s prior consent, any method approved by the Committee; or (iii) by the Employee paying cash directly to the Company. The Company shall impute income to Participants with respect any Participating Employer contributions allocated to a Participant’s Account, as may be required by applicable U.S., state and local tax law, as determined by the Committee in its sole discretion. |
| (j) | Restrictions. All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable to assist in the compliance with any applicable tax withholding laws or under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed or any national securities association system upon whose system the Common Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. |
| (k) | No Rights to Continued Employment or Service. |
| (i) | Participating in the Plan shall not constitute a contract of employment between the Company and any person and shall not be deemed to be consideration for, or a condition of, continued employment or service of any person or affect any right of the Company to terminate any Employee’s employment or Non-Employee Director’s service. |
| (ii) | Nothing contained in the Plan shall be deemed to confer upon any director any right to remain a member of the Board of Directors or of the board of directors or analogous governing body of an Affiliate or in any way limit the right of a Company’s stockholders to terminate or fail to renominate or reelect any director as a member of a board of directors. |
| (l) | Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included. |
| (m) | Construction. The use of a masculine pronoun shall include the feminine, and the singular form shall include the plural form, unless the context clearly indicates otherwise. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. |
| (n) | Electronic Elections, Purchases, Transactions and Deliveries. Any election, purchase or other transaction hereunder that is required to be made in writing may, to the extent determined by the Plan Director, be made, delivered and accepted electronically. The Company may, in its sole discretion, deliver any documents related to the Plan, Shares or fractional Shares by electronic means or request the Participant’s consent to participate in the Plan by electronic means. By participating in the Plan, the Participant is deemed to consent to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
Consolidated Edison, Inc. Proxy Statement123 |
| | | | Appendix D |
| (a) | This Appendix A applies to any Participating Employer listed in Appendix B who has determined to make contributions to the Plan for the account of its Employees and Non-Employee Directors who participate in the Plan. |
| (b) | At the time the Participating Employer pays over to the Agent or the Company any amount for the Account of a Participant pursuant to Article 4(a) Payroll Deductions of the Plan, the Participating Employer shall concurrently pay over to the Agent or the Company for the Account of the Participant an additional amount equal to one dollar for every nine dollars contributed by such Participant. |
| (c) | If the Shares are newly issued or purchased from the Company, a price shall be assigned each Purchase Period for any contribution made by payroll deduction during such Purchase Period, cash contributions received through the 15th of the Purchase Period, dividends to be reinvested during such Purchase Period, if any, and any related company contributions. The price assigned to these contributions will be the closing stock price on the last business day of the Purchase Period at which Shares were traded on the New York Stock Exchange. |
| (d) | Not less than 10 business days after each dividend record date in respect of Shares, the Agent shall advise the Participating Employer of the amount of dividends to be received by the Agent for the Account of each Participant on the corresponding dividend payment date, excluding those dividends for which the Agent has received instructions pursuant to Article 4(c) Dividend Reinvestments of the Plan. On such dividend payment date the Participating Employer shall pay over to the Agent or the Company, for the Account of each such Participant, an amount equal to one-ninth of the amount of such dividends to be received by the Agent on such date for such Account. |
| (e) | The Participating Employer shall, promptly upon request by the Agent, reimburse or provide funds to the Agent for the payment of brokerage commissions and other reasonable expenses of purchase incurred by the Agent pursuant to Article 6. |
124 Consolidated Edison, Inc. Proxy Statement |
| | | | Appendix D |
| (a) | Consolidated Edison, Inc. has made contributions on behalf of its Non-Employee Directors since the Plan’s inception. |
| (b) | Consolidated Edison Company of New York, Inc. has made contributions on behalf of its Employees since the Plan’s inception. |
| (c) | Orange and Rockland Utilities, Inc. became a Participating Employer in the Plan effective as of May 1, 2000, and has determined effective January 1, 2005, to make contributions on behalf of its Employees. |
| (d) | Consolidated Edison Transmission, Inc. became a Participating Employer in the Plan effective as of January 1, 2017, and its Employees shall be subject to the same terms and conditions as other Employees in the Plan. |
Consolidated Edison, Inc. Proxy Statement125 |
