CONSOLIDATED EDISON INC
For the period ended May 20, 2024. Filed Apr 10, 2024.
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May 20, 2024 · Filed Apr 10, 2024
Contents
Operating Objectives
The “operating objectives” component, reflecting the responsibilities of the Named Executive Officer and accounting for 25% of each Named Executive Officer’s potential annual incentive award, was comprised of a number of key indicators that guide Con Edison of New York, Orange & Rockland, and the Clean Energy Businesses (the Clean Energy Businesses indicators were applicable to Mr. Noyes only), and support the Company’s goal of providing safe, reliable, and efficient service to customers in an environmentally sound manner. The operating objectives are directly linked to specific, pre-established, and measurable goals that are selected to encourage superior performance in four main areas:
| Employee and Public Safety | | | We are committed to achieving a zero-harm workplace. We work as a team to protect the safety of the public and each one of us. |
|---|---|---|---|
| Environment and Sustainability | | | We value environmental stewardship and strive to make wise and effective use of natural resources while controlling costs for our customers and creating long-term value for our stockholders. |
| Operational Excellence | | | We stand behind our work and look for new ways to excel at our jobs. We talk openly about ethical choices, follow all laws, rules, and regulations, adapt to change, and invest in the skills of our employees. |
| Customer Experience | | | We consider the customer’s point of view, make customer priorities our own, and seek to elevate the experience of doing business with us. |
The Compensation Committee believes that the operating objectives support the Company’s mission and priorities – providing a workplace that allows employees to realize their full potential, providing investors with a fair return, and improving the quality of life in the communities served by the Company. Performance relative to this component is shown in the table on the next page.
Consolidated Edison, Inc. Proxy Statement 57
| | | Compensation Discussion and Analysis |
The operating objectives achieved for Con Edison of New York, Orange & Rockland and Clean Energy Businesses are summarized in the table below. The operating objectives for each entity are described in detail in Appendix A to this Proxy Statement.
| · · Key Indicators Achieved | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| | | Con Edison of New York | | | Orange & Rockland | | | Clean Energy Businesses(2) | |
| Operating Objectives(1) | | | (#) | | | (#) | | | (#) |
| ▪ Employee and Public Safety | | | 4/5 | | | 4/5 | | | 1/1 |
| ▪ Environment and Sustainability | | | 4/4 | | | 5/5 | | | 1/1 |
| ▪ Operational Excellence | | | 6/7 | | | 4/5 | | | 8/8 |
| ▪ Customer Experience | | | 4/4 | | | 5/5 | | | — |
| TOTAL | | | 18/20 | | | 18/20 | | | 10/10 |
| PAYOUT RELATIVE TO TARGET (%) | | | 150 | | | 150 | | | 200 |
| (1) | All Operating objectives are weighted equally. |
| (2) | The Operating objectives for the Clean Energy Businesses only apply to Mr. Noyes. Pursuant to the terms of his arrangements with respect to the sale of the Clean Energy Businesses, Mr. Noyes received a pro-rata payout at target level for each operating objective, which resulted in a maximum payout of 200%. |
The payout relative to target was determined based on the number of key operating objectives indicators achieved and the weighting earned for each of Con Edison of New York’s and Orange & Rockland’s, “operating objectives” component as indicated in the table below.
| · · Payout Relative to Target (1) · · · Key Operating Objectives Indicators Achieved · · · Weight | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Con Edison of New York · · · Orange & Rockland | ||||||||||||||||||
| · · Cawley, Hoglund, and Donnley · · · Ketschke · · · Cawley, Hoglund, and Donnley · · · Sanchez | ||||||||||||||||||
| | | (%) | | | (#) | | | (%) | | | (%) | | | (%) | | | (%) | |
| Maximum | | | 200 | | | 20/20 | | | 44 | | | 50 | | | 2 | | | 50 |
| Target | | | 100 | | | 16/20 | | | 22 | | | 25 | | | 1 | | | 25 |
| Minimum | | | 0 | | | ≤ 12/20 | | | 0 | | | 0 | | | 0 | | | 0 |
| Actual | | | — | | | — | | | 36.0 | | | 37.5 | | | 1.5 | | | 37.5 |
| (1) | The payout relative to target is interpolated for performance achieved between key operating objective indicators. |
58 Consolidated Edison, Inc. Proxy Statement
| | | Compensation Discussion and Analysis |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.