CONSOLIDATED EDISON INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by Registrant ☑

Filed by Party other than the Registrant ☐

Check the appropriate box:

☐ 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 Pursuant to §240.14a-12

Consolidated Edison, Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11.

Consolidated Edison, Inc. 4 Irving Place, New York, NY 10003 Dated: April 9, 2025

Chairman of the Board

Chief Executive Officer

Dear Stockholders:

The Annual Meeting of Stockholders of Consolidated Edison, Inc. with the Board of Directors and the Company’s management is scheduled for Monday, May 19, 2025, at 10:00 a.m., Eastern Daylight Time, remotely by visitingwww.virtualshareholdermeeting.com/ED2025. We encourage stockholders to log into the virtual meeting by following the instructions provided in the proxy materials. The virtual meeting offers the same participation opportunities as an in-person meeting.

The accompanying Proxy Statement, provided to stockholders on or about April 9, 2025, contains information about matters to be considered at the Annual Meeting. At the Annual Meeting, stockholders will be asked to vote on the election of Directors, to ratify the appointment of independent accountants for 2025, and to approve, on an advisory basis, named executive officer compensation. We encourage you to vote in advance of the Annual Meeting, even if you plan to attend.

Based on stockholders’ and our experiences at our recent annual stockholder meetings, held virtually, we believe our virtual meeting format offers stockholders the same opportunities to participate as an in-person meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the 2025 Annual Meeting by means of remote communications only.

Sincerely,

Consolidated Edison, Inc. 4 Irving Place, New York, NY 10003 Dated: April 9, 2025

Notice of Annual Meeting of Stockholders

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 Annual Meeting website.

By Order of the Board of Directors,

Sylvia V. Dooley

Vice President and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MONDAY, MAY 19, 2025. THE COMPANY’S PROXY STATEMENT AND ANNUAL REPORT, PROVIDED TO STOCKHOLDERS ON OR ABOUT APRIL 9, 2025, ARE AVAILABLE ATWWW.CONEDISON.COM/EN/INVESTORS/SHAREHOLDER-SERVICES

IMPORTANT! Whether or not you plan to attend the meeting, we urge you to vote your shares of Company Common Stock by telephone, by internet, or by completing and returning a proxy card or a voter instruction form, so that your shares will be represented at the Annual Meeting.

Table of Contents

Forward-Looking Statements

This Proxy 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 (the "Exchange Act"). Forward-looking statements are statements of future expectations and not facts. Words such as “forecasts,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” “plans,” “will,” "target," "guidance," "potential," "goal," "consider" 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, 2024.

Non-GAAP Financial Measures

The materials herein include a discussion of adjusted earnings and adjusted earnings per share, which are financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America (GAAP). Please refer to the table set forth in Appendix A for a reconciliation of the Company's reported net income for common stock to adjusted earnings and reported earnings per share to adjusted earnings per share.

This section highlights the proposals to be acted upon, as well as information about Consolidated Edison, Inc. (the “Company”), that can be found in this Proxy Statement and does not contain all of the information that you need to consider. Before voting, please carefully review the complete Proxy Statement and the Annual Report to Stockholders of the Company provided to stockholders on or about April 9, 2025, which includes the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2024, and other information relating to the Company’s financial condition and results of operations. References to “Con Edison of New York,” “Orange & Rockland,” and “Con Edison Transmission” throughout this Proxy Statement refer to the Company’s subsidiaries, Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc., and Con Edison Transmission, Inc. and its subsidiaries, respectively.

2025 Annual Meeting of Stockholders (“Annual Meeting”)

Based on stockholders’ and our experiences at our recent annual meetings, held virtually, we believe our virtual meeting format offers stockholders the same opportunity to participate as an in-person meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the 2025 Annual Meeting by means of remote communications only.

Consolidated Edison, Inc. Proxy Statement 1

Stockholder Voting Matters

(1)The presence at the Annual Meeting, either by means of remote communication or by proxy, of holders of a majority of the outstanding shares of Company Common Stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its clients) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting but are not considered votes cast with respect to any of the Proposals, and have no effect on the vote, provided that a broker or nominee may vote in its discretion only on the Ratification of the Appointment of Independent Accountants (Proposal No. 2).

Director Nominees

2 Consolidated Edison, Inc. Proxy Statement

Consolidated Edison, Inc. Proxy Statement 3

•Proposal No. 1: Election of Directors. The Board of Directors has nominated ten Directors for election at the Annual Meeting and recommends the election of each of the ten nominees. The table above provides certain information about the Director nominees.

•Proposal No. 2: Ratification of the Appointment of Independent Accountants. The Board recommends ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 2025.

•Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation. The Board recommends the approval of, on an advisory basis, the compensation of the Named Executive Officers.

Corporate Governance Practices

•Active, Year-Round, Stockholder Engagement. The Company engages with stockholders and accepts invitations to discuss matters of interest to them. Throughout 2024, the Company met with stockholders in a variety of formats including in-person and virtual formats, and discussed numerous topics, including Orange & Rockland’s regulatory proceeding for new rates, transmission opportunities, system reliability, the utilities' gas system long-term plans, New York State's clean energy goals and the Company's role in helping to achieve those goals, capital investment outlook and political matters, environmental, social and governance (“ESG”) matters, including reporting, corporate governance, political lobbying, our utilities’ Climate Change Vulnerability Studies and Adaptation and Resiliency plans, and the Company’s pursuit of Scope 1 net-zero-carbon-emission goals through its updated Clean Energy Commitment. 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 2024, the Company engaged with stockholders holding in aggregate 42% of shares outstanding.

•Risk Oversight. The Board and its committees oversee the Company’s policies and procedures for managing risks that are identified through the Company’s enterprise risk management program.

•Cybersecurity Risk Oversight. The Board and the Audit Committee oversee the Company’s cybersecurity risk management. The Company complies with regulatory cybersecurity requirements and follows closely the development of new standards, regulations, and industry initiatives. For further information on the Company's cybersecurity risk management program, please see the "Cybersecurity Risk Oversight" section of this Proxy Statement.

•Strategic Planning. The Board oversees and reviews, at least annually, the Company’s strategic and business plans and objectives.

•Corporate Sustainability. The Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers environmental matters (including climate change) and assesses their impact on the Company’s operations, strategies and risk profile.

4 Consolidated Edison, Inc. Proxy Statement

•Insider Trading. The Company maintains an Insider Trading Policy. The policy applies to all employees (and their family and household members) including executive officers, non-employee Directors and any entity that itself is controlled by persons covered by the policy. Under the policy, the Company complies with all applicable laws, rules and regulations governing the trading of its securities including as to transactions in its own securities. The Company believes the policy is reasonably designed to prevent improper insider trading and promote compliance with insider trading laws. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

•Human Capital. The Company is committed to attracting, developing and retaining a talented and diverse workforce. It values and supports a wide range of employee needs and interests. The Company’s skilled and experienced workforce enables it to maintain best-in-class reliability and progress towards achieving a clean energy future. Human capital measures focus on employee safety, hiring the right talent, employee development and retention, and diversity of perspectives.

•Human Rights Statement. The Company has a Human Rights Statement that reinforces the Company’s commitment to protecting and advancing the human rights of all people, to conducting business in a manner that is ethical and respectful of those rights and in compliance with applicable laws, and to protecting international human rights under recognized standards. The Human Rights Statement builds on our employee Standards of Business Conduct, our policies on Equal Employment Opportunity, Sexual Harassment, and Employment of Veterans and People with Disabilities, and our Vendor Standards of Business Conduct.

•Annual Election of Directors. Each Director nominee has been recommended for election by the Corporate Governance and Nominating Committee and approved and nominated for election by the Board. If elected, the Director nominees, all of whom are current members of the Board, will serve for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director’s earlier resignation or removal.

•Voting. In uncontested elections, each Director nominee may be elected by a majority of the votes cast at a meeting of the Company’s stockholders by the holders of shares entitled to vote in the election. In contested elections, each Director nominee may be elected by a plurality of the votes cast. The Company does not have a super-majority voting provision in its Restated Certificate of Incorporation.

•Board Composition. The current Directors have the combination of skills, backgrounds, experiences and perspectives necessary to oversee the Company’s business. Eleven of the twelve current Directors and nine of the ten Director nominees are independent. The Board strives to maintain an appropriate balance of tenure among Directors. Of the current Directors, they have an average age of 67 years, 50% have been on the Board for six years or less, 33% have been on the Board for seven to sixteen years, and 17% have been on the Board for over sixteen years.

The Corporate Governance and Nominating Committee recommends candidates for election or re-election to the Board and reviews the qualifications of potential Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, diversity of perspectives, and skills on the Board. The Director nominees have an average age of 66 years, 40% have been on the Board for six years or less, 30% have been on the Board for seven to sixteen years, and 30% have been on the Board for over sixteen years. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the Corporate Governance and Nominating Committee, consistent with any applicable legal requirements, directs the firm to provide a diverse slate of candidates for the Board’s consideration, including, but not limited to, diverse candidates with respect to skills, background, age, gender, ethnicity, race, nationality, geography and sexual orientation.

•Independent Lead Director. The Board has an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee and has numerous duties and significant responsibilities, including acting as a liaison between the independent Directors and the Company’s management and chairing the executive sessions of independent Directors.

•Frequent Executive Sessions. The Company’s independent Directors meet in executive session not fewer than three times per year.

Consolidated Edison, Inc. Proxy Statement 5

•Annual Board and Committee Self-Assessments. The Board and each of its committees perform an annual self- assessment to evaluate the effectiveness of the Board and its committees in fulfilling their respective obligations. Each committee reports the results of its self-evaluation to the Board. The Corporate Governance and Nominating Committee coordinates the self-evaluation process and, following the self-evaluation process, discusses with the Board follow-up matters, as appropriate.

•Membership on Public Company Boards. Directors who are executive officers of a public company may serve on no more than one other public company board and none did so in 2024. All other Directors may serve on no more than three other public company boards and none did so in 2024.

•Proxy Access. The Board has adopted proxy access, which enables certain stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy, along with candidates nominated by the Board if the stockholders and the nominees proposed by the stockholders meet the requirements set forth in the Company’s By-laws.

•Special Meetings. Special meetings may be called by stockholders holding at least 25% of the Company’s outstanding shares of Common Stock who are entitled to vote at such meeting.

Changes to Incentive Programs for 2024 and New Equity Award Grant Policy

•Executive Incentive Plan Changes. The Management Development and Compensation Committee of the Board of Directors (the “MD&C Committee” or "Compensation Committee") approved the Consolidated Edison, Inc. Executive Incentive Plan, amended and restated, effective January 1, 2024, which provides for the annual incentive for the Named Executive Officers. This amended plan eliminated the detailed provisions specifying performance goals, target levels and weighting in the prior plan and replaced 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. The amended plan also added other clarifying and administrative provisions to reflect market practices.

•Equity Award Grant Policy. In 2024, the Company adopted an Equity Award Grant Policy (the "Policy"). Although the Company does not currently issue stock options to its officers, employees or independent Directors (and has not since 2006), the Policy generally prohibits the granting of stock options or option-like instruments when the Company is in possession of material non-public information. It also sets forth the Company's current process for the awarding of non-option equity grants including annual grants to employees and independent Directors. In the event the Company were to change its practice and issue stock options or other option-like instruments, any such grant will generally be made when material non-public information, as described in the Company's Insider Trading Policy, has been sufficiently publicly disclosed by means of a filing with the Securities and Exchange Commission ("SEC"), a press release or other disclosure that satisfies the requirements for public disclosure of Regulation FD (Fair Disclosure) of the Exchange Act. For non-option equity awards to employees and officers, the grant will be made at the MD&C Committee's regularly-scheduled February meeting of each calendar year, unless circumstances arise where the MD&C Committee, or the Board determines it is advisable to grant the awards at another time as it may decide in its sole discretion. For non-option equity awards to independent Directors, the grant will be made on the first business day following the Annual Meeting (except for an independent Director who is appointed on a date other than the date of the annual grant, in which case the grant will be made on the date of the independent Director's first appointment). For non-option equity awards to employee and officer new hires and special grants to existing employees and officers, the grant will generally be made on the date of hire or promotion or event, as applicable, subject to the MD&C Committee's discretion.

6 Consolidated Edison, Inc. Proxy Statement

Compensation Policies and Governance Practices

The Company’s culture promotes strong compensation and governance practices that support our pay-for-performance principles and closely align the executive compensation program with the interests of our stockholders.

Consolidated Edison, Inc. Proxy Statement 7

Election of Directors

Proposal No. 1 Election of Directors

Ten Directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. Directors are not permitted to stand for election after having passed his or her 75th birthday and the Board has not granted an exemption of this policy in the last five years. Of the Board members standing for election, Timothy P. Cawley is the only Director nominee who is a current or former officer of the Company. In accordance with the Company's Corporate Governance Guidelines, Ellen V. Futter and Armando J. Olivera, who have served with distinction as Directors of the Company, are not standing for re-election because each has reached her or his 75th birthday. The Board has approved a resolution to reduce the number of Directors to ten, effectively immediately prior to the Annual Meeting.

The Corporate Governance and Nominating Committee recommends candidates for election or re-election to the Board and reviews the qualifications of possible Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, diversity of perspectives, and skills on the Board. 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 believe that striking an appropriate balance between fresh perspectives and ideas and the valuable experience and familiarity contributed by longer-serving Directors is critical to a forward-looking and strategic Board. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the Corporate Governance and Nominating Committee, consistent with any applicable legal requirements, directs the firm to provide a diverse slate of candidates for the Board’s consideration, including, but not limited to, diverse candidates with respect to skills, background, age, gender, race, ethnicity, nationality, geography and sexual orientation.

Each nominee was selected by the Corporate Governance and Nominating Committee and approved by the Board for submission to the Company’s stockholders.

The Company believes that all of the nominees will be able and willing to serve as Directors of the Company. All of the Directors also serve as Trustees of the Company’s subsidiary, Con Edison of New York.

Shares represented by every properly executed proxy will be voted at the Annual Meeting for or against the election of the Director nominees as specified by the stockholder giving the proxy. If one or more of the nominees is unable or unwilling to serve, the shares represented by the proxies will be voted for any substitute nominee or nominees as may be designated by the Board.

The Board recommends FOR Proposal No. 1 Each of the ten Director nominees must receive a majority of the votes cast at the Annual Meeting or by proxy to be elected (meaning the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee), subject to the Board’s policy regarding resignations by Directors who do not receive a majority of “for” votes. Abstentions and broker non-votes are voted neither “for” nor “against” and have no effect on the vote.

8 Consolidated Edison, Inc. Proxy Statement

Information About the Director Nominees

The Board and the Corporate Governance and Nominating Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Board believes, as a whole, it should possess a combination of skills, backgrounds, experiences and perspectives, necessary to oversee the Company’s business. The Board has adopted Corporate Governance Guidelines (the "Guidelines") to assist it in exercising its responsibilities to the Company and its stockholders. In evaluating Director candidates and considering incumbent Directors for renomination to the Board, the Board and the Corporate Governance and Nominating Committee consider various factors. Pursuant to the Guidelines, the Corporate Governance and Nominating Committee reviews with the Board factors relating to the composition of the Board (including its size and structure), the diversity of perspectives of the Board (including, but not limited to, diversity of skills, background, age, gender, ethnicity, race, nationality, geography and sexual orientation), and the skills and characteristics of Director nominees, including independence, integrity, judgment, business experience, areas of expertise, and availability for service to assure that the Board contains an appropriate mix of Directors to best further the Company’s long-term business interests. For incumbent Directors, the Corporate Governance and Nominating Committee also considers past performance of the Director on the Board.

The current Director nominees bring to the Company the benefit of their qualifications, leadership, skills, and the diversity of their perspectives which provide the Board, as a whole, with the skills and expertise that reflect the needs of the Company. See the following pages for information about each Director nominee, including their age as of the date of the Annual Meeting, business experience, period of service as a Director, public or investment company directorships, and other directorships. Please see the skills matrix that follows for the skills and experience of the Director nominees.

Consolidated Edison, Inc. Proxy Statement 9

Skills and Experience of Director Nominees

10 Consolidated Edison, Inc. Proxy Statement

The makeup of the Director nominees is set forth in the pie charts that follow.

Consolidated Edison, Inc. Proxy Statement 11

Career HighlightsMr. Cawley has been Chairman of the Board of the Company and Con Edison of New York since January 1, 2022 and President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York since December 29, 2020. Mr. Cawley was President of Con Edison of New York from January 1, 2018 through December 31, 2020 and was President and Chief Executive Officer of Orange & Rockland from December 2013 through November 2017. He was Senior Vice President of Central Operations for Con Edison of New York from December 2012 through November 2013, having joined Con Edison of New York in July 1987.Other DirectorshipsMr. Cawley is Chairman of the Board and a Trustee of Con Edison of New York, Chairman of the Board and Director of Orange & Rockland and Chairman of the Board and Director, Con Edison Transmission, Inc. He is also a Director of the American Gas Association (a member of the Executive and Safety Committees), the Edison Electric Institute (a member of Executive Committee) and the Partnership for New York City (a member of Executive Committee), and a Board member of the Trust for Governors Island. Mr. Cawley has previously served as a Director of the Hudson Valley Economic Development Corporation, the Hudson Valley Pattern for Progress, the New Jersey Utilities Association, the Orange County Partnership, and the Rockland Economic Development Corporation.Attributes and SkillsMr. Cawley has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry and the Company’s business. Mr. Cawley's experience from his leadership positions at the Company's subsidiaries supports the Board in its oversight of the Company's management, financial, operations and strategic planning activities, and the Company's relationships with stakeholders.

Board Committees:•Executive (Chair)

John F. Killian

Career HighlightsMr. Killian was the Executive Vice President and Chief Financial Officer of Verizon Communications Inc., a telecommunications company, from March 2009 to November 2010. He was the President of Verizon Business, Basking Ridge, NJ from October 2005 until February 2009, the Senior Vice President and Chief Financial Officer of Verizon Telecom from June 2003 until October 2005, and the Senior Vice President and Controller of Verizon Corporation from April 2002 until June 2003. Mr. Killian also served in executive positions at Bell Atlantic and was the President and Chief Executive Officer of NYNEX CableComms Limited.Other DirectorshipsMr. Killian is a Trustee of Con Edison of New York and Goldman Sachs Trust 1 and 2, was a Director of Houghton Mifflin Harcourt Company until it became a private company in April 2022, and is a Trustee Emeriti of Providence College. Mr. Killian also served as a Trustee and Chairman of the Board of Providence College until 2018. Attributes and SkillsMr. Killian has leadership experience at regulated consumer services companies, including experience with financial reporting and internal auditing. Mr. Killian’s experience from his leadership positions at Verizon Communications, Inc., Bell Atlantic and NYNEX CableComms Limited supports the Board in its oversight of the Company’s auditing, financial, operating, and strategic planning activities, and the Company’s relationships with stakeholders.

Board Committees:•Audit (Chair) •Corporate Governance and Nominating •Executive •Management Development and Compensation

12 Consolidated Edison, Inc. Proxy Statement

Karol V. Mason

Career HighlightsMs. Mason has been President of John Jay College of Criminal Justice, a senior liberal arts college in the City University of New York system focused on educating students through a justice lens, since August 2017. Ms. Mason was an Assistant Attorney General for the Office of Justice Programs within the United States Department of Justice from June 2013 until January 2017 and a Deputy Associate Attorney General within the United States Department of Justice from April 2009 until February 2012. Ms. Mason was an attorney at the law firm of Alston & Bird LLP from November 1983 until April 2009, where she served as a partner from January 1990 until April 2009 and served again, as a partner, from February 2012 through May 2013. Ms. Mason was a Judicial Law Clerk for The Honorable Judge John F. Grady of the United States District Court for the Northern District of Illinois from October 1982 until October 1983.Other DirectorshipsMs. Mason is a Trustee of Con Edison of New York and has been a member of the Independent Rikers Commission since November 2023 and the Board of the Volcker Alliance since January 2025. Ms. Mason is also on the Advisory Board of Carolina Performing Arts at the University of North Carolina at Chapel Hill (“UNC-Chapel Hill”), the Institute for Arts and Humanities at UNC-Chapel Hill, and the Fines and Fees Justice Center. Ms. Mason served as a Trustee and Vice Chairman of UNC-Chapel Hill and served on the Arts & Sciences Foundation and National Development Council of UNC-Chapel Hill. Ms. Mason also served as a Director or Trustee of the Woodruff Arts Center until 2013, the Children’s HealthCare of Atlanta until 2009, the High Museum of Art until 2009, the National Black Arts Festival until 2000, Wesley Homes until 2008, and the City of Atlanta-Fulton County Recreation Authority until 1998.Attributes and SkillsMs. Mason has experience leading a prominent public liberal arts college that focuses on educating students through a justice lens. Ms. Mason also has legal experience. Ms. Mason’s experience from her leadership position at John Jay College of Criminal Justice, City University of New York, and her legal experience, supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders.

Board Committees:•Corporate Governance and Nominating •Safety, Environment, Operations and Sustainability

Consolidated Edison, Inc. Proxy Statement 13

Dwight A. McBride

Career HighlightsDr. McBride has been the Executive Director of the Center for the Study of Race, Ethnicity & Equity since June 2024 and the Gerald Early Distinguished Professor and a Senior Advisor to the Chancellor at Washington University in St. Louis since August 2023. Previously, Dr. McBride served as President of The New School in New York City from April 2020 to August 2023. Prior to joining The New School, Dr. McBride served as Provost and Executive Vice President for Academic Affairs at Emory University (since 2017). Dr. McBride previously held other academic leadership roles that all together span more than two decades, including faculty positions at the University of Pittsburgh, the University of Illinois at Chicago, Northwestern University, Emory University, and The New School, where he has taught various courses in English and American literature, African American studies, gender and sexuality studies, cultural studies, and performance studies. Dr. McBride has published six books, numerous essays, and is the Founding Co-Editor of the James Baldwin Review. Other DirectorshipsDr. McBride is a Trustee of Con Edison of New York, the Institute of International Education (since 2021) and the Dan David Prize (since 2021). Most recently (beginning January 2025), he joined the board of the St. Louis Art Museum. Dr. McBride has also served as a Trustee of The Cooper Union (until 2020), as a Director of the Illinois Humanities Council (until 2017), the Association of American Colleges & Universities (until 2016), the About Face Theater Company (until 2012), and the Center on Halsted (until 2009). Attributes and SkillsDr. McBride has extensive experience in higher education and leadership experience at universities and other large and complex organizations with diverse stakeholders. Dr. McBride’s executive experience from the considerable leadership positions he has held in academia along with his service on other boards, supports the Board in its oversight of the Company’s operations and management activities, strategic planning, and relationships with stakeholders.

Board Committees:•Management Development and Compensation •Safety, Environment, Operations and Sustainability

William J. Mulrow

Career HighlightsMr. Mulrow is a Senior Advisory Director since May 2017 at Blackstone, the world’s largest alternative asset management firm. Previously, he served as Secretary to former New York State Governor Andrew Cuomo from January 2015 to April 2017 and was a Senior Managing Director at Blackstone from April 2011 to January 2015. From 2005 to 2011, he was a Director of Citigroup Global Markets Inc. Mr. Mulrow also held various management positions at Paladin Capital Group, Gabelli Asset Management, Inc., Rothschild Inc., and Donaldson, Lufkin & Jenrette Securities Corporation. In addition, Mr. Mulrow served in a number of other government positions, including Chairman of the New York State Housing Finance Agency and State of New York Mortgage Agency.Other DirectorshipsMr. Mulrow is a Trustee of Con Edison of New York. Mr. Mulrow also serves as a Director and member of the Nominating and Governance Committee at JBG Smith Properties and a Director and member of the Compensation and Nominating and Governance Committees at Titan Mining Corporation. Mr. Mulrow also served as a Director of Arizona Mining, Inc. until 2018. Attributes and SkillsMr. Mulrow has leadership experience in both the public and the private sectors. Mr. Mulrow also has financial, accounting and asset management experience from his leadership positions at Blackstone, New York State government, and his service on other boards, which supports the Board in its oversight of the Company’s financial and strategic planning activities.

Board Committees:•Finance•Management Development and Compensation •Safety, Environment, Operations and Sustainability

14 Consolidated Edison, Inc. Proxy Statement

Career HighlightsMr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, a private equity investment firm, since 2004. Additionally, Mr. Ranger served as President and Chief Executive Officer of Covanta Holding Corporation from 2020 until November 2021. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust.Other DirectorshipsMr. Ranger is a Trustee of Con Edison of New York. He is a Trustee of the Atlantic Health System and was the Chairman of the Board of Trustees at St. Lawrence University Board until February 2023. Mr. Ranger also served as a Director of KDC Solar LLC through 2019, and Covanta Holding Corporation until November 2021.Attributes and SkillsMr. Ranger has leadership experience at a private equity firm he co-founded and at various investment banking companies. Mr. Ranger has extensive investment and investment banking experience in the energy, utility, and power sector. Mr. Ranger’s experience from his investment activities in the energy and power sector, and his service on other boards, supports the Board in its oversight of the Company’s corporate governance and financial and strategic planning activities.

Board Committees:•Audit•Corporate Governance and Nominating (Chair and Lead Director)•Executive•Finance•Management Development and Compensation

Consolidated Edison, Inc. Proxy Statement 15

Linda S. Sanford

Career HighlightsMs. Sanford was Senior Vice President Enterprise Transformation, International Business Machines Corporation (IBM), a multinational technology and consulting corporation, from January 2003 to December 2014. Ms. Sanford joined IBM in 1975. Ms. Sanford was also a consultant to The Carlyle Group serving as an Operating Executive from 2015 to July 2018. Ms. Sanford earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.Other DirectorshipsMs. Sanford is a Trustee of Con Edison of New York and The Interpublic Group of Companies, Inc. Ms. Sanford also formerly served as a Director of ITT Corporation, RELX PLC (formerly Reed Elsevier PLC) and Pitney Bowes. Ms. Sanford is also a Trustee of New York Hall of Science and also serves as a Trustee Emeriti of St. John’s University and Rensselaer Polytechnic Institute. She also served as a Director or Trustee of the Partnership for New York City through January 2015, the State University of New York through May 2015, the Business Council of New York State through May 2015, and the ION Group through January 2021.Attributes and SkillsMs. Sanford has leadership experience at an international technology company, including experience with information technology, data analytics, cybersecurity, manufacturing, customer relations, and corporate planning and transformation. Ms. Sanford’s experience from her leadership positions at IBM, and her service on other boards, supports the Board in its oversight of technology, relationship with stakeholders, and financial and strategic planning activities.

Board Committees:•Audit•Corporate Governance and Nominating•Finance

Deirdre Stanley

Career HighlightsMs. Stanley was Executive Vice President and General Counsel to The Estée Lauder Companies, Inc., one of the world’s leading manufacturers and marketers of quality skin care, makeup, fragrance, and hair care products from October 2019 until April 2, 2024. Ms. Stanley was Executive Vice President and General Counsel to Thomson Reuters from 2008 until October 2019, where she also served as Corporate Secretary to the Board of Directors. Ms. Stanley was Senior Vice President and General Counsel to The Thomson Corporation from 2002 to 2008, when it combined with Reuters PLC to form Thomson Reuters. Prior to 2002, Ms. Stanley held various legal and senior executive positions at InterActive Corporation (previously USA Networks, Inc.) and GTE Corporation (a predecessor company to Verizon). She was also an attorney with the law firm of Cravath, Swaine & Moore.Other DirectorshipsMs. Stanley is a Trustee of Con Edison of New York. Ms. Stanley is also a Trustee of the Hospital for Special Surgery and a Trustee of The Dalton School. Ms. Stanley also served as a Director of Refinitiv from October 2018 through October 2019.Attributes and SkillsMs. Stanley has leadership, legal and operations experience at an international news and information company and a global consumer products company, including experience with mergers and acquisitions, corporate governance, and risk management. Ms. Stanley’s experience from her leadership positions at The Estée Lauder Companies and Thomson Reuters Corporation, her legal experience and service on other boards supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders.

Board Committees:•Corporate Governance and Nominating •Management Development and Compensation (Chair)

16 Consolidated Edison, Inc. Proxy Statement

Career HighlightsMr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of food services, facilities management, and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President, Corporate Banking, at Chase Manhattan Bank, New York.Other DirectorshipsMr. Sutherland is a Trustee of Con Edison of New York and a Director and the Chair of the Audit Committee of Colliers International Group Inc. and was a Director and the Chair of the Audit Committee of Sterling Check Corp. until its acquisition in November 2024. Mr. Sutherland is also a Trustee of Episcopal Community Services, a Philadelphia-based anti-poverty agency, a Trustee and Chair of the Audit and Compliance Committee of Duke University, a Trustee of the National Constitution Center, and a Trustee of People’s Light, a not-for-profit professional theater. Attributes and SkillsMr. Sutherland has leadership experience at an international managed services company, including experience with financial reporting, internal auditing, mergers and acquisitions, financing, risk management, corporate compliance, and corporate planning. Mr. Sutherland also has corporate banking experience. Mr. Sutherland’s experience from his leadership positions at Aramark Corporation and Chase Manhattan Bank supports the Board in its oversight of the Company’s financial reporting, auditing, and strategic planning activities.

Board Committees:•Audit•Finance (Chair)•Management Development and Compensation

Catherine Zoi

Career HighlightsMs. Zoi was a Director and the Chief Executive Officer of EVgo Inc., an electric vehicle fast charging station network, from 2017 until her retirement in November 2023. Prior to joining EVgo Inc., Ms. Zoi has held numerous, senior executive and board positions in the energy industry, government, academia and non-profit sectors, including serving in the Obama Administration as the Assistant Secretary and Acting Under Secretary at the Department of Energy.Other DirectorshipsMs. Zoi is a currently a director of SPAN.IO, Inc., a manufacturer of at-home smart electric panels, and Chair of the Board of Directors of Scale Microgrid Solutions, LLC, a vertically integrated distributed energy company, and was a director of Soli Organic, Inc., an agricultural technology company from February 2022 until January 2025, and was formerly the founder and a director of Odyssey Energy Solutions, Inc., a software company for the distributed energy sector. Attributes and SkillsMs. Zoi has considerable management and leadership experience as a former Chief Executive Officer in an industry that is complimentary to that of the Company. Her experience from her leadership in both government and private enterprise supports the Board in its oversight of the Company’s sustainability, operations and strategic planning activities.

Board Committees:•Finance (since May 20, 2024)•Safety, Environment, Operations and Sustainability

Consolidated Edison, Inc. Proxy Statement 17

Meetings and Board Members’ Attendance

During 2024, the Board consisted of the following members: 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 and Catherine Zoi. Ms. Zoi joined the Board in February 2024. The Board of Directors held 11 meetings in 2024. At its meetings, the Board considered a wide variety of matters such as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, human capital management, diversity, equity and inclusion, sustainability, succession planning, cybersecurity, risk management, industry issues, accounting practices and disclosure, and corporate governance practices.

In accordance with the Company’s Corporate Governance Guidelines, the Chair of the Corporate Governance and Nominating Committee, Mr. Ranger, serves as independent Lead Director and, as such, chairs the executive sessions of the independent Directors. The Board routinely holds executive sessions at which only the independent Directors meet. The Company’s independent Directors met eight times in executive session during 2024.

During 2024, 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 2024 Annual Meeting of Stockholders, which was held virtually.

Corporate Governance

The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, Management Development and Compensation, and the Safety, Environment, Operations and Sustainability Committees, and the Standards of Business Conduct, are available on the Company’s website atwww.conedison.com/en/investors/shareholder-services. The Standards of Business Conduct apply to all Directors, officers, and employees. The Company intends to post on its website atwww.conedison.com/en/investors/shareholder-services, any amendments to its Standards of Business Conduct and a description of any waiver from a provision of the Standards of Business Conduct granted by the Board to any Director or executive officer of the Company within four business days after such amendment or waiver. To date, there have been no such waivers.

Leadership Structure

The current Board consists of a majority of independent Directors (92%). The nominees are also a majority of independent Directors (90%). As discussed in the Corporate Governance Guidelines, the Board selects the Company’s Chief Executive Officer and Chairman of the Board in the manner that it determines to be in the best interest of the Company’s stockholders. The Company’s leadership structure combines the role of the Chief Executive Officer and Chairman. The Board believes that this leadership structure is appropriate for the Company due to a variety of factors, including Mr. Cawley’s long-standing knowledge of the Company and the utility industry and his extensive leadership, engineering, financial and operations experience.

The Board has an independent Lead Director. Pursuant to our Corporate Governance and Nominating Committee Charter, the Board appoints the members of that Committee annually, one of whom is designated as the Chair of the Committee and the Lead Director of the Board. The Corporate Governance Guidelines further provide that the Lead Director:

(1)acts as a liaison between the independent Directors and the Company’s management;

(2)chairs the executive sessions of independent Directors and has the authority to call additional executive sessions as appropriate;

(3)chairs Board meetings in the Chairman’s absence;

(4)coordinates with the Chairman on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board;

(5)is available for consultation and communication with major stockholders as appropriate; and

(6)performs such other duties assigned to the Lead Director by the Board.

18 Consolidated Edison, Inc. Proxy Statement

Mr. Ranger has served as Lead Director of our Board since January 2018 and has been a Director since 2008. He is an independent director under New York Stock Exchange standards. In addition to his Lead Director role, his governance responsibilities include chairing the Corporate Governance and Nominating Committee that manages governance risk and advises the Board on corporate governance matters, oversees the Committees and their annual charter reviews, and develops policies to operate the Board to maximize its effectiveness and he also oversees the Board’s succession planning and recruitment efforts.

Mr. Ranger is a senior executive of a private equity investment firm and previously served as President and Chief Executive Officer of a company in the energy sector. Previously, he had a long career in investment banking and specialized in the energy and power sector including as a member of the Utility Banking Group of a major bank. He has developed over his years of experience with the Company, a seasoned and long-term perspective and insight into our operations, as well as a thorough understanding of our businesses and an expertise in our industry. Given his extensive experience in the energy, utility and power sector as well as his corporate governance expertise, the independent members of the Board find that he is currently the most appropriate choice to serve as the Company’s independent Lead Director.

Pursuant to the Company’s Corporate Governance Guidelines, the Board has oversight responsibility for reviewing the Company’s strategic plans, objectives, and risks, including sustainability, cybersecurity, environmental, social, and governance matters. Each of the standing committees of the Board, other than the Executive Committee, is chaired by independent Directors.

Risk Oversight

The Board’s primary function is one of oversight. The current Board consists of nine Directors with risk management experience. Of the nominee Directors, eight have experience in risk management. In connection with its oversight function, the Board oversees the Company’s policies and procedures for managing risk. The Board administers its risk oversight function primarily through its Committees that report to the Board. Board Committees have assumed oversight of various risks that have been identified through the Company’s Enterprise Risk Management (ERM) program. The Audit Committee reviews the Company’s risk assessment and risk management policies and reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and its Committees concerning risks identified through the Company’s ERM program. Those risks have been assessed by the Company as important to it and are reported to the Board on a regular cadence.

Cybersecurity Risk Oversight

The Company has identified cybersecurity as a key enterprise risk. As the parent company of operators of critical energy infrastructure, the Company requires the continuous operation of information systems and network infrastructure. Cybersecurity threats are assessed, identified and managed as part of the Company’s corporate-wide Enterprise Risk Management (ERM) program. The ERM program establishes processes to identify emerging issues; monitor, assess and mitigate known risks; align risk exposure to organizational priorities; and inform business decisions and resource allocation; and leverages, among others, the National Institute of Standards and Technology framework to help inform the Company's processes around cybersecurity risk management. In accordance with the Company’s ERM program, management has established a multidisciplinary cybersecurity team including personnel from the technology, operations, legal, compliance, and risk management departments that identifies, assesses and remediates cybersecurity risks. For additional information on the Company's cybersecurity risk management, see Item 1C of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Board of Directors and its Audit Committee oversee the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats. Several Directors have experience with managing broad technical issues. There is a process in place for the Board and the Audit Committee to receive updates and information from the Senior Vice President and Chief Information Officer and Vice President and Chief Information Security Officer, regarding significant and potentially significant cybersecurity incidents and a range of cybersecurity metrics. The Board receives quarterly reports on cybersecurity risks from the Senior Vice President and Chief Information Officer and Vice President and Chief Information Security Officer that address various topics, such as recent developments, vulnerability assessments and third-party and independent reviews. The Audit Committee also meets annually with the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer in executive session, without management present.

Consolidated Edison, Inc. Proxy Statement 19

At each regular Board meeting (typically at least nine times per year including in 2024), the Board reviews a cybersecurity dashboard prepared by the Senior Vice President and Chief Information Officer that includes updates on a range of cybersecurity metrics and topics. The Audit Committee oversees the ERM program and reviews more in-depth cybersecurity matters and risks on a semi-annual basis.

The Company trains employees regularly on potential cybersecurity threats, at least annually; monitors network and computing systems; collaborates with government and industry partners on threat mitigation; collaborates with local, state and federal agencies and utility industry colleagues to identify and employ tools that seek to protect the Company’s operational and information systems and the personal information of its customers and employees from cybersecurity threats; and regularly conducts and participates in exercises to test and further develop prevention and responses to potential cyber and physical threats, both internally and through sector-level and cross-sector exercises led by industry or the U.S. government.

Corporate Sustainability

The Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers environmental issues (including climate change) and assesses how they impact the Company’s operations, strategies and risk profile. In 2024, the Board received reports or presentations on several sustainability and climate change-related topics, including the Climate Change Adaptation and Resiliency Plans of Con Edison of New York and Orange & Rockland, the Company’s clean energy goals and clean energy commitment, the Company’s climate resilience framework, the Company’s strategy for achieving a clean energy future, and the Company’s strategy for supporting and enhancing customer access to renewables. In addition, the Board has delegated to the appropriate committees, responsibility for the specific sustainability categories relating to the oversight of risks with which such committees are charged. The Safety, Environment, Operations and Sustainability Committee oversees the Company’s efforts relating to corporate responsibility and sustainability, which includes, but is not limited to, operating in a safe, environmentally sensitive and socially responsible manner, guarding the health and safety of the Company’s employees and the public, delivering value to customers and fostering growth to meet the expectations of investors. The Safety, Environment, Operations and Sustainability Committee reviews the Company’s Annual Sustainability Report prior to its publication. In discharging its responsibilities, the Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency, dielectric fluid management, SF6 (sulfur hexafluoride) greenhouse gas emissions, environmental beneficial electrification, and solar connections. In 2024, the Safety, Environment, Operations and Sustainability Committee also reviewed and discussed presentations on energy efficiency, ESG and climate change developments, and CO2 emissions indicators. The Corporate Governance and Nominating Committee is charged with oversight of governance matters and in 2024 reviewed and discussed general governance matters. The Management Development and Compensation Committee’s responsibilities include oversight of sustainability matters relating to human capital management. The Management Development and Compensation Committee annually reviews performance results as well as proposed performance indicators for the following year. Committees not specifically tasked with oversight of sustainability also periodically review matters related to sustainability, as appropriate. As part of its review of strategy and financial plans, the Finance Committee considers the financial sustainability of the Company.

20 Consolidated Edison, Inc. Proxy Statement

Human Capital

Board Oversight of Human Capital Management

The MD&C Committee oversees the Company’s policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion. The MD&C Committee makes recommendations to the Board from time-to-time relating to human capital management in order to develop and maintain a talented and highly skilled workforce, recognizing that different backgrounds, experiences, and leadership style offer many advantages to the business. Moreover, the MD&C Committee's recommendations help maintain strong executive management, adequate compensation and orderly management succession. The MD&C Committee also annually reviews performance results as well as proposed performance indicators for the following year.

Workforce

As of December 31, 2024, the Company and its subsidiaries had 15,097 employees, based entirely in the United States, including 13,891 at Con Edison of New York, 1,196 at Orange & Rockland and 10 at Con Edison Transmission. Of the total Con Edison of New York and Orange & Rockland employees, 7,776 and 599 employees, respectively, were covered by a collective bargaining agreement. In 2024, the population of union employees increased by approximately 1.5% for Con Edison of New York and decreased by approximately 0.7% for Orange & Rockland. The Company is required to submit information annually to the U.S. Equal Employment Opportunity Commission. In its most recent Employer Information Report, as of December 31, 2023, women represented 23.2% of the total workforce, and people of color represented 53.6% of the workforce, with the ethnicity breaking down as follows: 46.4% White, 23.3% Black/African American, 19.3% Hispanic/Latino, 9.8% Asian, and 1.2% other. The Company’s EEO-1 Report that sets out its workforce demographic data including the gender, racial and ethnic composition of the total workforce as of the end of 2023 (the most recent report year available) can be found at this link: https://investor.conedison.com/environmental-social-and-governance-esg-resources. Information on the Company website is not incorporated herein. At 6.2%, the Company continues to maintain its historically low turnover rate, of which 37% was attributable to retirements.

Career Development and Succession Planning

The Company makes significant investments in developing internal talent to ensure readiness for future needs. This involves providing a variety of tools and resources to help all employees sharpen their skills and prepare for future responsibilities. Formal training, leadership development, rotational job assignments, and mentoring and coaching programs are key components of developing our talent pool.

Our learning and development strategies encourage all employees to augment existing knowledge through various courses and development programs. The Leadership Development Program offers college graduates guided learning, rotational job assignments and structured mentorship to build a strong foundation for their careers. Union employees benefit from core skills-based training in electric, gas, steam, and substation operations. This training ensures high performance standards and enables career progression within these specialized fields. The Learning Exchange provides an innovative platform for all employees to learn about other areas of the Company through job shadowing, project assignments, and tours. The Individual Development Plan process is used to identify and map out action steps to achieve career goals. Employees work with their managers to create personalized development plans that align with their aspirations and the Company's needs. Our Tuition Aid program provides financial reimbursement to employees pursuing specific degrees and certificates supporting their continuous learning and professional development.

The Company’s career development framework includes a comprehensive, formal process for identifying, assessing and developing a slate of internal candidates for critical roles in the organization in the future. Succession planning and career development processes focus on the early identification of talent, learning through experiences, leadership engagement, and executive development.

The Company recognizes that different backgrounds, experiences and leadership styles offer many advantages to the business. Therefore, the Company's career development and succession planning framework includes a comprehensive formal process for identifying, assessing and developing a pipeline of individuals for critical roles and key positions, supporting diversity in multiple forms, including thought, background and experience.

Succession planning and development processes apply to all upper management positions, including to the Chief Executive Officer role. These processes are reviewed annually with the Board which is committed to considering and promoting a broad group of talented and qualified candidates.

Consolidated Edison, Inc. Proxy Statement 21

Company Culture & Environment

The Company is committed to fostering an inclusive and equitable environment, where all employees feel welcomed, valued and empowered to reach their full potential. Since 2015, our strategy has established a foundation for a culture that guides employee interactions and fosters respect and inclusivity for all persons. In 2024, the strength of the Con Edison culture helped the Company attract and hire almost 1,400 new employees.

Through programs, comprehensive training and active engagement, we are building a culture where diverse backgrounds, experiences and perspectives are celebrated and everyone has the opportunity to thrive. Our efforts enhance employee satisfaction and retention but also improve performance and success across the organization. Together, we are creating a workplace that truly reflects our values and the diverse communities we serve.

Employee Resource Groups

The Company continues to be enriched by the presence of ERGs which bring together employees with shared interests and experiences. Our ERGs, which are open to all employees, play a crucial role in promoting inclusion and engagement, aligning with our values, feeling valued and connected, thus enhancing overall job satisfaction and retention.

Our ERGs offer a variety of activities and initiatives, including networking events, professional development workshops, and community outreach programs. These opportunities not only support personal and career growth but also contribute to a more inclusive and supportive work environment. Over 5,600 employees participate in Company ERGs, which are: APACE (Asian Professional Alliance of Con Edison), BUILD (Blacks United in Leadership & Development), CapeABLE (Advocating, Belonging, Leading, Engaging—employee resource group for employees with disabilities), CLARO (Cultivating Leadership and Actively Realizing Opportunities, inspiring Hispanic and other employees to reach their full potential), The Emerald Society—Irish Heritage, JADE (Jewish Americans for Development and Empowerment), LGBT+ Pride, Moms On It/Dads Matter, Veterans of Con Edison, and Women of Con Ed and MILE (Muslims for Inclusivity Learning and Empowerment). The Company values the work performed by its ERGs and each ERG is supported with an executive sponsor and financial support to facilitate accomplishing their mission.

Employee Safety

The Company strives to maintain a culture where employees can work free of injury and accidents. Our commitment leads us to implement best-in-class programs and practices that incorporate safely principles in everything we do. Every employee has a responsibility to uphold our safety culture. This ensures employees possess the right knowledge, skills, and attitudes to successfully undertake safety responsibilities, including required training for both field and office employees. To support this culture, the Company’s Learning Center offers classes that cover technical courses, skills enhancement, safety, and leadership development. During 2024, employees spent over 750,000 hours in instructor-led, leadership and skill-based training.

Volunteer Program and Efforts

In 2024, the Company again saw strong participation in its volunteer programs. More than 300 employees volunteered 2,500 hours at 90 events with our not-for-profit partners. Currently, our volunteer program supports not-for-profit partner organizations that receive Con Edison grants, which is another way we strengthen our community and partner relations. Examples of successful volunteer engagements include:

•Floating plastic litter poses the greatest risk to North Atlantic marine life habitat. On World Ocean Day, Con Edison volunteers and community members combed local shorelines, collecting 138 pounds of garbage in Pelham Bay Park. The event, in collaboration with the Wildlife Conservation Society, helps to protect endangered marine mammals in the waters off of New York City, including the North Atlantic humpback and sea whales.

•In an effort to improve forest and ecology health, this past summer, Con Edison volunteers helped New York Restoration Project to remove invasive plant species and plant a small forest garden in the Fort George section of the scenic Highbridge Park in Washington Heights. In total, the group planted 75 native woodland perennials in the garden, and removed an estimated 100 pounds of invasive plant species that disrupt local ecosystems.

22 Consolidated Edison, Inc. Proxy Statement

Proxy Access

The Company has a proxy access framework that allows a stockholder or a group of up to 20 stockholders who have owned at least 3% of the outstanding shares of the Company for at least three years to submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in the Company’s Proxy Statement and form of proxy, subject to complying with the requirements identified in the Company’s By-laws. In February 2025, upon recommendation of the Corporate Governance and Nominating Committee, the Board of Directors amended the By-laws as part of an overall By-laws review to, among other things, specify for stockholders the process that they are required to take for nominations for Directors under the universal proxy rules adopted by the SEC in 2021.

Related Person Transactions Policy

The Company has adopted a written policy for approval of transactions between the Company and its Directors, Director nominees, executive officers, greater-than-five-percent (5%) beneficial owners of the Company’s Common Stock, and their respective immediate family members.

The policy provides that the Corporate Governance and Nominating Committee review and oversee certain transactions subject to the policy. In doing so, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, whether the transaction would impair the independence of an otherwise independent director and the business reason for the Company to enter into the transaction. Transactions are brought to the attention of the Corporate Governance and Nominating Committee by the Company. Annually and as needed, the Company distributes questionnaires to executive officers, directors and director nominees. The Company reviews the disclosures made by these individuals to identify all transactions requiring the approval. In addition, the Company distributes previously submitted disclosures to executive officers quarterly for review and requests that any and all updates be provided so that responses can be reviewed. All new transactions requiring approval following the quarterly review are identified and brought to the Corporate Governance and Nominating Committee’s attention. In addition, the Board has delegated authority to the Chair of the Corporate Governance and Nominating Committee to pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $1.0 million per year. A summary of any new transactions pre-approved or ratified by the Chair is provided to the full Corporate Governance and Nominating Committee for its review in connection with a regularly scheduled committee meeting.

The Corporate Governance and Nominating Committee has considered and adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:

(1)transactions where the amount involved does not exceed $120,000 in the aggregate (other than transactions involving the issuance of Company shares);

(2)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

(3)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.

David Sanchez, the brother of Robert Sanchez, (currently, the President, Shared Services, Con Edison of New York and formerly, the President and Chief Executive Officer of Orange & Rockland until April 1, 2024), has been employed by Con Edison of New York since 2004, serving as a Project Specialist. He does not report to Robert Sanchez or work in the same business line or function. In 2024, he was paid approximately $180,269. Steven Martinchuk, the spouse of Nancy Shannon, Senior Vice President, People and Supply Chain, CECONY, has been employed by Con Edison of New York since 2005 serving as a Clerical Assistant in the CE Electric Operations, BQ Overhead & Services. He does not report to Ms. Shannon or work in the same business line or function. In 2024, he was paid $123,069. The compensation arrangements and benefits paid to Mr. Sanchez and Mr. Martinchuk were reviewed and 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 situated employees.

Consolidated Edison, Inc. Proxy Statement 23

Board Members’ Independence

The Company’s Corporate Governance Guidelines provide that the Board of Directors consist of a majority of Directors who meet the New York Stock Exchange definition of independence, as determined by the Board in accordance with the standards described in the Guidelines below. The Board of Directors has affirmatively determined that the following Directors are “independent” as defined in the New York Stock Exchange’s listing standards: Ellen V. Futter, John F. Killian, Karol V. Mason, Dwight A. McBride, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, L. Frederick Sutherland, and Catherine Zoi.

The Board monitors the independence of its members on an ongoing basis and, to assist it in making determinations of Director independence, the Board has adopted independence standards. These standards are set forth in the Company’s Corporate Governance Guidelines, available on the Company’s website atwww.conedison.com/en/investors/shareholder-services. Under these standards, the Board has determined that each of the following relationships is categorically immaterial and therefore, by itself, does not preclude a Director from being independent:

(1)(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;

(2)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;

(3)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;

(4)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;

(5)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

(6)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.

24 Consolidated Edison, Inc. Proxy Statement

Standing Committees of the Board

Audit Committee

Members: John F. Killian (Chair), Armando J. Olivera (until May 19, 2025), Michael W. Ranger, Linda S. Sanford, L. Frederick Sutherland

Consolidated Edison, Inc. Proxy Statement 25

Corporate Governance and Nominating Committee

Members: Michael W. Ranger (Chair & Lead Director), John F. Killian, Karol V. Mason, Linda S. Sanford, Deirdre Stanley

26 Consolidated Edison, Inc. Proxy Statement

Executive Committee

Members: Timothy P. Cawley (Chair), Ellen V. Futter (until May 19, 2025), John F. Killian, Armando J. Olivera (until May 19, 2025), Michael W. Ranger

Finance Committee

Members: L. Frederick Sutherland (Chair), William J. Mulrow, Armando J. Olivera (until May 19, 2025), Michael W. Ranger, Linda S. Sanford, Catherine Zoi (since May 20, 2024)

Consolidated Edison, Inc. Proxy Statement 27

Safety, Environment, Operations and Sustainability Committee

Members: Armando J. Olivera (Chair) (until May 19, 2025), Ellen V. Futter (until May 19, 2025), Karol V. Mason, Dwight A. McBride, William J. Mulrow, Catherine Zoi (since February 1, 2024)

28 Consolidated Edison, Inc. Proxy Statement

Management Development and Compensation Committee

Members: Deirdre Stanley (Chair), John F. Killian, Dwight A. McBride, William J. Mulrow, Michael W. Ranger, L. Frederick Sutherland

Consolidated Edison, Inc. Proxy Statement 29

Selection of Director Candidates

The Corporate Governance and Nominating Committee reviews the skills and characteristics of Director candidates, including their independence, integrity, judgment, areas of business expertise, availability for service, and diversity of perspectives (including, but not limited to, diversity of skills, background, age, gender, ethnicity, race, nationality, geography and sexual orientation and such other factors as it deems 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.

The Corporate Governance and Nominating Committee has the authority under its charter to hire advisors to assist it in its decisions. The Corporate Governance and Nominating Committee identifies Director 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.

When a professional search firm is used, the Corporate Governance and Nominating Committee, consistent with any applicable legal requirements, directs the firm to provide a diverse slate of candidates for the Board's consideration including, but not limited to, diverse candidates with respect to skills, background, age, gender, ethnicity, race, nationality, geography and sexual orientation. The firm also assists in developing criteria for potential Board members to complement the Board’s existing strengths. 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.

The Corporate Governance and Nominating Committee also considers candidates recommended by stockholders. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates candidates recommended by stockholders versus those recommended through other means. The Corporate Governance and Nominating Committee makes an initial determination as to whether a particular candidate meets the Company’s criteria for Board membership, and then further considers candidates that meet such criteria.

Stockholder recommendations for candidates, accompanied by biographical material for evaluation, may be sent to the Vice President and Corporate Secretary of the Company. Each recommendation should include information as to the qualifications of the candidate and should be accompanied by a written statement (presented to the Vice President and Corporate Secretary of the Company) from the suggested candidate to the effect that the candidate is willing to serve.

30 Consolidated Edison, Inc. Proxy Statement

Compensation Consultant

Director Compensation Consultant

The Corporate Governance and Nominating Committee has retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to periodically provide information, analyses, and objective advice regarding Director compensation. The Corporate Governance and Nominating Committee directs Mercer to: (i) assist it by providing competitive market information on the design of the Director compensation program; (ii) advise it on the design of the Director compensation program and also provide advice on the administration of the program; and (iii) brief it on Director compensation trends among the Company’s compensation peer group and broader industry. Mercer reviewed Director compensation in February 2024. The Board members, including the Chief Executive Officer, consider the recommendations of the Corporate Governance and Nominating Committee. The decisions may reflect factors and considerations in addition to the information and advice provided by Mercer.

Executive Compensation Consultant

The Compensation Committee has the authority under its charter to engage the services of outside advisors, experts, and others to assist it. The Compensation Committee engages Mercer to provide information, analyses, and objective advice regarding our executive compensation program. The Compensation Committee directs Mercer to: (i) assist with the development and assessment of the Company’s compensation peer group for the purposes of providing competitive market information for the design of the executive compensation program; (ii) compare the Company’s Chief Executive Officer’s base salary, annual incentive, and long-term incentive compensation to that of the chief executive officers of the compensation peer group and broader industry; (iii) advise on the level of officers’ base salaries, annual incentives, and long-term incentives; (iv) advise on the design of the Company’s annual and long-term incentive plans and on the administration of the plans; (v) advise on executive compensation trends among the Company’s compensation peer group and broader industry; and (vi) assist with the preparation of the Compensation Discussion and Analysis for this Proxy Statement.

Compensation Consultant Disclosure

Mercer’s fees for executive and Director compensation consulting to Board Committees in 2024 were approximately $563,860.

On an annual basis, the Compensation Committee considers the independence of Mercer in accordance with the related SEC rules and the listing standards of the New York Stock Exchange. In 2024, the Compensation Committee concluded that the services provided by the affiliates of Mercer’s parent company, Marsh & McLennan, did not raise any conflicts of interest and did not impair Mercer’s ability to provide independent advice to the Compensation Committee concerning executive or Director compensation matters.

Compensation Consultant Interlocks and Insider Participation

Deirdre Stanley (Chair), John F. Killian, Dwight A. McBride, William J. Mulrow, Michael W. Ranger, and L. Frederick Sutherland were the members of the Company’s Compensation Committee during 2024. The Company believes that there are no interlocks with the members of the Compensation Committee and the Company’s executives.

Communications with the Board of Directors

Interested parties may communicate directly with individual members of the Company’s Board, including the independent Directors as a group, by writing to them, care of the Company’s Vice President and Corporate Secretary, at the Company’s principal executive office at 4 Irving Place, New York, New York 10003. The Vice President and Corporate Secretary will forward communications received to the Director or the Directors as indicated.

Consolidated Edison, Inc. Proxy Statement 31

Stockholder Engagement

Overview

Recognizing that regular communication with our stockholders enables the Company to better understand their viewpoints and to obtain feedback regarding issues that are of interest to them, the Company continued to engage in a hybrid format with stockholders. The Company values stockholder input and is committed to taking such input into consideration in making executive compensation and governance decisions.

The chart that follows represents certain actions that the Company takes before, during and after the Annual Meeting.

32 Consolidated Edison, Inc. Proxy Statement

Stockholder Engagement

Stockholder Engagement Highlights

During 2024, the Company held its fifth annual Clean Energy/ESG webinar, participated in more than 600 meetings, including investor conferences and virtual and in-person roadshows targeting the U.S., Europe and Canada, and engaged with a broad range of stockholders, including index funds, union and public pension funds, actively-managed funds, ESG-focused funds, and stockholder advisory firms.

During 2024, the Company engaged with stockholders holding in aggregate 42% of shares outstanding.

Key topics of stockholder engagement included Orange & Rockland’s regulatory proceeding for new rates, transmission opportunities, system reliability, the utilities' gas system long-term plans, New York State's clean energy goals and the Company's role in helping to achieve those goals, our utilities’ Climate Change Vulnerability Studies and Adaptation and Resiliency Plans, the Company’s corporate strategy, the Company’s pursuit of Scope 1 net-zero-carbon-emission goals, capital expenditure outlook, diversity, equity and inclusion, disclosure practices (including ESG standardized reporting), corporate governance, political spending and lobbying practices, and operations and financial matters. In response to stockholder feedback received during 2024, the Company: (i) continued to enhance disclosures concerning political lobbying activities, resulting in a sustained CPA-Zicklin Index for Corporate Political Disclosure and Accountability score of 100 – one of only eight companies in the S&P 500 to score 100%; and (ii) tracked clean-energy regulatory proceedings that are being increasingly conducted outside of rate filings.

Throughout the year, the Company communicates the stockholder feedback it receives to the Board and its committees, and the Board considers this feedback in making its decisions.

Consolidated Edison, Inc. Proxy Statement 33

Overview

The Corporate Governance and Nominating Committee reviews Director compensation 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.

In February 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 value of the annual equity award granted to non-employee Directors and certain other elements of compensation were below the market median. Based on Mercer’s findings, the Corporate Governance and Nominating Committee recommended, and the Board approved, effective April 1, 2024: (i) an increase from $160,000 to $170,000 in the value of the annual stock units granted to non-management Board members pursuant to the terms of the Consolidated Edison, Inc. 2023 Long Term Incentive Plan (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 each of the chairs of the Corporate Governance & Nominating Committee, the Finance Committee and the Safety, Environment, Operations & Sustainability Committee.

Following the changes in compensation approved by the Corporate Governance and Nominating Committee, compensation for individual Directors approximates the median of compensation for Directors in similar positions at the compensation peer group.

Elements of Compensation

Effective April 1, 2024, non-employee Directors were eligible to receive the following:

34 Consolidated Edison, Inc. Proxy Statement

The Company reimburses non-employee Directors for reasonable expenses incurred in attending in-person Board and Committee meetings.

No person who served on both the Company Board and on the Board of its subsidiary, Con Edison of New York, and corresponding Committees, was paid additional compensation for concurrent service. Directors who are employees of the Company or its subsidiaries do not receive retainers or annual equity awards for their service on the Board.

Stock Ownership Guidelines

The Company has stock ownership guidelines for its non-employee 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 an 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, 2024, all Directors have either exceeded their stock ownership guideline requirement or are in the five-year grace period and making satisfactory progress towards meeting the requirement.

Long Term Incentive Plan

Non-employee Directors participate in the Company’s long term incentive plan LTIP). Pursuant to the terms of the LTIP, each non-employee Director then serving was allocated an annual equity award of $170,000 of deferred stock units on the first business day following the 2024 Annual Meeting. If a non-employee Director is first appointed to the Board after an annual meeting, his or her first annual equity award is prorated.

The stock units are vested upon grant, but the settlement of the annual equity awards of stock units are automatically deferred until the Director’s termination of service from the Board of Directors or for such other period not fewer than five years from the date of grant. Each non-employee Director may elect 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.

Each non-employee Director may also elect to defer all or a portion of his or her 2024 Board and Committee retainer(s) into additional deferred stock units, which are deferred until the Director’s termination of service.

Dividend equivalents are payable on 2024 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, paid in cash.

All payments on account of deferred stock units will be made in shares of Company Common Stock. The LTIP provides that the cash compensation that is deferred by Directors, at their election, into stock units and the related dividend equivalents 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 re-defer distribution to another date.

Stock Purchase Plan

Directors are eligible to participate in the Company’s stock purchase plan, which is described in Note O to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Consolidated Edison, Inc. Proxy Statement 35

Director Compensation Table

The following table sets forth the compensation for the members of the Company’s Board of Directors for the fiscal year ended December 31, 2024.

(1)On May 21, 2024, each non-employee Director elected at the 2024 Annual Meeting received a grant of 1,761 stock units valued at $96.51 per share, the equivalent of $170,000 and, on February 1, 2024, upon joining the Board, Ms. Zoi received a grant of 431 stock units valued at $92.78 per share, the equivalent of $40,000. The stock units were fully vested at the time of grant. The value of the stock units was computed in accordance with FASB ASC Topic 718. The aggregate number of stock units outstanding for each non-employee Director as of December 31, 2024 was as follows: Ms. Futter—43,608; Mr. Killian—38,689; Ms. Mason—8,346; Dr. McBride—7,667; Mr. Mulrow—11,382; Mr. Olivera—26,241; Mr. Ranger—92,208; Ms. Sanford—23,088; Ms. Stanley—26,175; Mr. Sutherland—83,393 and Ms. Zoi —2,237.

(2)The “All Other Compensation” column includes matching contributions paid in 2024, or accrued in 2024 and paid in 2025, by the Company, to qualified institutions under its matching gift program. All Directors and employees are eligible to participate in this program. Under the Company’s matching gift program, the Company matches up to a total of $5,000 per eligible participant on a one-for-one basis to qualified institutions per calendar year. It also includes, for Messrs. Mulrow, Ranger, Sutherland and Ms. Stanley, $4,952, $154,825, $111,344 and $34,120, respectively, that represent dividend equivalents accrued on deferred stock units received, at the Director’s election, in lieu of a cash retainer. Mr. Sutherland also had interest accrued on deferred compensation in the amount of $23,198.

(3)Mr. Cawley did not receive any compensation for his services as a Director because he is an employee of the Company.

36 Consolidated Edison, Inc. Proxy Statement

Stock Ownership

Stock Ownership of Directors and Executive Officers

The following table provides, as of February 28, 2025 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 equity-based holdings in the Company’s stock plans.

(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: Ms. Futter—37,608; Mr. Killian—25,397; Ms. Mason—0; Dr. McBride—7,667; Mr. Mulrow—1,524; Mr. Olivera—26,241; Mr. Ranger—92,208; Ms. Sanford—23,088; Ms. Stanley—19,098; Mr. Sutherland—74,620; Ms. Zoi—2,237 and directors and executive officers as a group—344,404.

(2)Represents vested stock units, as to which the individual may not, within 60 days after February 28, 2025, obtain investment or voting power.

(3)As of February 28, 2025, ownership was, in each case, less than 1% of the 346,771,733 shares outstanding.

Consolidated Edison, Inc. Proxy Statement 37

Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following table provides information, as of the dates indicated in the footnotes below, with respect to persons who are known to the Company to beneficially own more than 5% of Company Common Stock.

(1)BlackRock, Inc. stated in its most recently filed Schedule 13G/A, filed on November 8, 2024 with the SEC, reporting its ownership as of September 30, 2024, that it has sole voting power for 37,628,724 shares, and sole dispositive power for all of these shares and shared voting and dispositive power for none of these shares.

(2)The Vanguard Group stated in its most recently filed Schedule 13G/A, filed on February 13, 2024 with the SEC, reporting its ownership as of December 29, 2023, that it has sole voting power for none of these shares, shared voting power for 602,483 of these shares, sole dispositive power for 40,189,870 of these shares, and shared dispositive power for 1,650,604 of these shares.

(3)State Street Corporation stated in its most recently filed Schedule 13G/A, filed on January 29, 2024 with the SEC, reporting its ownership as of December 31, 2023, that it has sole voting and dispositive power for none of these shares, shared voting power for 17,787,226 of these shares, and shared dispositive power for 26,051,513 of these shares.

38 Consolidated Edison, Inc. Proxy Statement

Independent Accountants Ratification

Proposal No. 2 Ratification of the Appointment of Independent Accountants

At the Annual Meeting, as a matter of sound corporate governance, stockholders will be asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as independent accountants for the Company for 2025. If the appointment of PwC is not ratified, the Audit Committee will take this into consideration in the future appointment of independent accountants.

PwC has acted as independent accountants for the Company for many years. The Audit Committee considered PwC’s qualifications in determining whether to appoint PwC as independent accountants for 2025. 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. Based on this review, the Audit Committee believes that the appointment of PwC as independent accountants for the Company for 2025 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.

Fees Paid to PricewaterhouseCoopers LLP

Fees paid or payable to PwC for services related to 2024 and 2023 are as follows:

(1)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 2024 and 2023 are fees for reviews of system implementations and internal controls of the regulated entities.

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.

The Board recommends FOR Proposal No. 2 Ratification of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting or by proxy. Abstentions are voted neither “for” nor “against,” and have no effect on the vote.

Consolidated Edison, Inc. Proxy Statement 39

Audit Committee Matters

Audit Committee Report

The Company’s Audit Committee is comprised of five directors, all of whom meet the qualifications required by the New York Stock Exchange and 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.

The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2024. 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”).

The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with PwC its independence and qualifications. The Audit Committee also considered whether PwC’s provision of limited tax and non-audit services to the Company is compatible with PwC’s independence and concluded that it was.

Based on the Audit Committee’s review and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

Audit Committee:

John F. Killian (Chair)

Armando J. Olivera

Linda S. Sanford

40 Consolidated Edison, Inc. Proxy Statement

Advisory Vote

Proposal No. 3 Advisory Vote to Approve

Named Executive Officer Compensation

The Company values the opinions of its stockholders, and in accordance with Section 14A of the Exchange Act, the stockholders have the opportunity to approve, on an advisory basis, the compensation of the Named Executive Officers (commonly referred to as a “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 42 through 86, and Appendix A. 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 2024, the Company held a say-on-pay vote and 93.19% of the shares voted were voted “for” the proposal.

As discussed in the CD&A, the Company’s executive compensation program is designed to assist in attracting and retaining key executives critical to its long-term success, to motivate these executives to create value for its stockholders, and to provide safe, reliable, and efficient service for its customers. The Management Development and Compensation Committee, the compensation committee of the Board, 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, which are competitive with the median level of compensation provided by the Company’s compensation peer group to effectively link pay with performance.

The MD&C Committee believes that performance-based compensation should represent the most significant portion of each Named Executive Officer’s target total direct compensation and that most of the performance-based compensation should be in the form of long-term, rather than annual, incentives to emphasize the importance of sustained Company performance. Each year, the Compensation Committee evaluates the level of compensation, the mix of base salary, performance-based compensation and retirement, and welfare benefits provided to each Named Executive Officer.

The MD&C Committee chooses performance goals under the annual incentive plan and the long-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.

For the reasons indicated and more fully discussed in the CD&A, the Board recommends that the stockholders vote in favor of the following advisory resolution:

“RESOLVED, That the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion that accompany the compensation disclosure tables is hereby approved.”

The Board recommends FOR Proposal No. 3 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.

Consolidated Edison, Inc. Proxy Statement 41

Table of Contents

42 Consolidated Edison, Inc. Proxy Statement