CONSOLIDATED EDISON INC
For the period ended Apr 8, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 8, 2026 · Filed Apr 8, 2026
Contents
Pay Versus Performance
Pay Versus Performance Disclosure
The following table sets forth information regarding the Company’s performance, compensation per the Summary Compensation Table ("SCT"), and the compensation actually paid ("CAP") to our named executive officers, as calculated in accordance with the SEC’s Pay-Versus-Performance (“PvP”) disclosure rule (Item 402(v) of Regulation S-K).
Pay Versus Performance Table
| Year (a) · SummaryCompensationTable Total forPEO (Cawley)($) · CompensationActually Paidto PEO(1)(Cawley)($) · AverageSummaryCompensationTable Total forNon-PEO NEOs(2)($) · AverageCompensationActually Paidto Non-PEONEOs(1)(2)($) · Value of InitialFixed $100Investment Based On:(3) · Net Income(4)($000s) · Adjusted EPS(5) ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Con Ed TSR($) · S&P 500 Utilities TSR($) | ||||||||
| (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) | ||||||||
| 2025 | 19,899,971 | 14,919,003 | 4,364,912 | 4,276,180 | 164 | 159 | 2,023,000 | 5.70 |
| 2024 | 14,984,213 | 3,737,463 | 4,145,530 | 2,148,070 | 143 | 137 | 1,820,000 | 5.40 |
| 2023 | 16,176,871 | 12,099,258 | 3,975,767 | 3,097,370 | 141 | 111 | 2,519,000 | 5.07 |
| 2022 | 9,592,297 | 15,950,905 | 2,944,374 | 4,757,406 | 142 | 120 | 1,660,000 | 4.57 |
| 2021 | 10,342,198 | 11,580,540 | 2,915,228 | 3,326,277 | 123 | 118 | 1,346,000 | 4.39 |
(1)In determining the CAP to our NEOs, the Company is required to make various adjustments to amounts that have been previously reported in the SCT in previous years, as the PvP rule’s valuation methods for this section differ from those required in the SCT. The tables below show the amounts that were deducted and added to SCT total compensation to calculate CAP.
PEO SCT Total to CAP Reconciliation:
| PEO | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | ||
| Total Compensation as reported in SCT | 19,899,971 | 14,984,213 | 16,176,871 | 9,592,297 | 10,342,198 | ||
| Subtract pension values reported in SCT | (5,768,724) | (3,001,537) | (5,828,405) | — | (1,500,611) | ||
| Subtract fair value of equity awards granted during fiscal year | (9,773,900) | (7,993,638) | (6,661,780) | (6,076,950) | (5,551,295) | ||
| Add pension value attributable to fiscal year’s service and any change in pension value attributable to plan amendments made in the fiscal year | 924,240 | 260,150 | 215,044 | 164,521 | 246,088 | ||
| Add fair value of equity compensation granted in fiscal year – value at year-end | 11,557,910 | 6,917,049 | 7,472,792 | 8,196,063 | 8,004,570 | ||
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | ||
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 1,110,487 | (2,315,013) | 1,292,556 | 4,122,354 | (20,396) | ||
90 Consolidated Edison, Inc. Proxy Statement
| PEO | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | |||
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (3,030,981) | (5,113,761) | (567,820) | (47,380) | 59,986 | |||
| Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | — | — | — | |||
| Compensation Actually Paid to PEO | 14,919,003 | 3,737,463 | 12,099,258 | 15,950,905 | 11,580,540 | |||
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
| Non-PEO NEOs: Average | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | ||
| Total Compensation as reported in SCT | 4,364,912 | 4,145,530 | 3,975,767 | 2,944,374 | 2,915,228 | ||
| Subtract pension values reported in SCT | (455,970) | (259,410) | (627,419) | — | (239,098) | ||
| Subtract fair value of equity awards granted during fiscal year | (1,847,949) | (2,278,153) | (1,726,726) | (1,447,991) | (1,283,438) | ||
| Add pension value attributable to fiscal years’ service and any change in pension value attributable to plan amendments made in the fiscal year | 117,950 | 101,446 | 89,039 | 98,261 | 101,242 | ||
| Add fair value of equity compensation granted in fiscal year – value at year-end | 2,185,396 | 1,881,179 | 1,264,907 | 1,950,109 | 1,840,223 | ||
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | ||
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 275,455 | (524,720) | 225,166 | 1,264,090 | 7,692 | ||
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (363,614) | (917,802) | 174,492 | (51,437) | (15,572) | ||
| Subtract fair value of forfeited awards determined at end of prior fiscal year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | (277,856) | — | — | ||
| Compensation Actually Paid to NEO | 4,276,180 | 2,148,070 | 3,097,370 | 4,757,406 | 3,326,277 | ||
(2)Our principal executive officer (PEO) in each year was Timothy P. Cawley. The non-PEO named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown:
2025: K. Andrews, M. Ketschke, K. Ziaee, D. Donnley
2024: K. Andrews, R. Hoglund, M. Ketschke, D. Donnley, R. Sanchez
2023: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke, M. Noyes
2022: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke
2021: R. Hoglund, D. Donnley, R. Sanchez, M. Ketschke
(3)Pursuant to the SEC’s PvP rule, the comparison assumes $100 was invested on December 31, 2020 in the Company’s Common Stock. Historic stock price performance is not necessarily indicative of future stock performance.
(4)Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.
(5)Adjusted EPS is the financial measure from the tabular list of Company Performance Metrics below which in the Company’s assessment represents the most important financial and non-financial performance measures used by the Company to link CAP to the Company’s CEOs and NEOs for the years shown to the Company’s performance. Adjusted EPS as used in this Proxy Statement is a non-GAAP financial measure. Please refer to Appendix A for the "Reconciliation of Non-GAAP Financial Measures."
Consolidated Edison, Inc. Proxy Statement 91
Most Important Financial Performance Measures
The list below represents the Company’s most important measures used to link compensation to performance:
Company Performance Metrics(1)
Relative TSR
Adjusted EPS
Adjusted Net Income
Operating Objectives
Operating Budget
(1)For further information regarding these Company performance metrics and their function in the Company’s executive compensation program, please see the“Compensation Discussion and Analysis”section of this Proxy Statement.
Relationship between CAP and Company Performance:
CAP vs. TSR
As shown in the chart below, the PEO and other NEOs' CAP amounts are directionally aligned with the Company's TSR. The higher CAP for the PEO and NEOs in 2022 and 2025 aligned with strong TSR performance, while lower CAP for the PEO and NEOs aligned with relatively flat TSR in 2023 and 2024.
Relative TSR, which is identified in the Tabular List of Company Performance Metrics above, is an important financial performance measure used by the Company to link compensation to performance. It is a performance metric used in the Company’s long-term equity incentive awards, with a weighting of 50% for performance unit awards, which constitute the majority of equity-based compensation granted to the PEO and other NEOs. The relative TSR peer group used in the Company’s performance unit awards and the compensation peer group presented in the PvP Table are substantially similar. For further information regarding the Company’s relative TSR peer group, please refer to the"Competitive Positioning—Attraction and Retention”section of this Proxy Statement.
92 Consolidated Edison, Inc. Proxy Statement
CAP vs. GAAP Net Income
The PEO and NEOs' lower CAP in 2024 and higher CAP in 2025 aligned with Net Income performance, which fell in 2024 and grew in 2025.
CAP vs. Company Selected Measure
Adjusted EPS (non-GAAP) has grown consistently since 2021, while CAP has been variable year to year. Adjusted EPS is not determined in accordance with GAAP. Information on how the Company calculates Adjusted EPS is disclosed in Appendix A.
Consolidated Edison, Inc. Proxy Statement 93
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