CONSOLIDATED EDISON INC

The Compensation Committee provides target total direct compensation to each Named Executive Officer through a combination of base salary (fixed compensation), annual cash incentive compensation and long-term equity-based incentive compensation (performance-based compensation).

The Compensation Committee believes that fixed compensation should recognize each Named Executive Officer’s individual responsibilities and performance. The Compensation Committee believes that performance-based compensation should constitute the largest portion of each Named Executive Officer’s target total direct compensation. Therefore, most of the performance-based compensation provided to Named Executive Officers should be in the form of long-term, rather than annual, incentives to emphasize the importance of sustained Company performance. The Compensation Committee designates 70% of each Named Executive Officer’s long- term incentive compensation as performance-based and 30% as time-based restricted stock units. This ratio aligns more closely with peers, promotes alignment with stockholder interests as the ultimate value received will be a function of stock price performance, and helps the Company to maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule.

Target annual cash incentive and target long-term equity-based incentive awards reflect the Compensation Committee’s desired balance between these elements, relative to the base salary paid to each Named Executive Officer. For 2024, awards under the Company’s annual incentive plan were based on the achievement of financial and operating objectives for which the Named Executive Officers have individual and collective responsibility. For 2024, 70% of the awards under the Company’s long term incentive plan were based on the achievement of financial and operating objectives critical to the Company’s business plans and strategies and the achievement, over a three-year period, of the Company’s cumulative total shareholder return relative to the total shareholder return for the Company’s compensation peer group companies.

48 Consolidated Edison, Inc. Proxy Statement

The mix of target total direct compensation for the Named Executive Officers meets the Compensation Committee’s objectives by being weighted heavily toward performance-based compensation, with the largest portion delivered in performance-based long-term equity-based incentives. For 2024, the target total direct compensation mix of the Named Executive Officers was in line with that of the Company’s compensation peer group companies.

The following charts illustrate the average mix of target total direct compensation for the Company’s Chief Executive Officer, Mr. Cawley, and for chief executive officers in the Company’s compensation peer group companies for 2024:

The following charts illustrate the average mix of target total direct compensation for the Company’s other Named Executive Officers (other than Mr. Andrews) and other named executive officers in the Company’s compensation peer group companies for 2024:

Consolidated Edison, Inc. Proxy Statement 49

The following charts illustrate that a significant portion of a Named Executive Officer's (not including Mr. Andrews) long-term incentive compensation was in the form of performance-based equity-based awards. Based on proxy statements filed in 2024, over 75% of the Company’s compensation peer group companies granted some form of non-performance-based long-term incentive compensation (such as time-based restricted stock units) to their named executive officers:

Employment Terms for New Chief Financial Officer

In June 2024, Mr. Andrews and the Company agreed to the following terms of employment in connection with his hiring: (i) an initial annual base salary of $810,000; (ii) participation in the Company's Executive Incentive Plan with an initial target award equal to 80% of his annual base salary; (iii) an award under the 2023 Long Term Incentive Plan equal to 210% of his annual base salary, with the grant made in February 2025; and (iv) the benefits and perquisites generally provided by the Company to its executive officers, and reimbursement of relocation expenses and related tax gross-up. Additionally, as an inducement to accept the offer to join the Company, and in part, to replace forfeited awards with his previous employer, Mr. Andrews received, effective July 8, 2024, a one-time make whole grant under the 2023 Long-Term Incentive Plan with a grant date fair value of $4,500,000, which resulted in 50,893 time-based restricted stock units scheduled to vest in 34%, 33% and 33% installments on the first, second and third anniversaries of the date of the grant, respectively, subject to his continued employment in good standing with the Company on the applicable vesting dates. Mr. Andrews’ employment is at-will.

Determining Performance Goals

The Compensation Committee chooses performance goals under the annual and long-term incentive plans to support the Company’s short- and long-term business plans and strategies. In setting 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 pay practices of the compensation peer group companies. The Compensation Committee incentivizes performance by setting challenging, but achievable, goals for the Company and its key executives.