Consolidated Edison (ED) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Filed by a party other than the Registrant    ☐

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CONSOLIDATED EDISON, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Consolidated Edison, Inc.

4 Irving Place

New York, NY 10003

John McAvoy

Chairman of the Board

Timothy P. Cawley

Chief Executive Officer

April 5, 2021

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 17, 2021, at 10:00 a.m., Eastern Daylight Time, remotely by visiting www.virtualshareholdermeeting.com/ED2021. 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 5, 2021, 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 2021, and to approve, on an advisory basis, named executive officer compensation. So as to ensure that as many shares as possible are represented, we strongly recommend that you vote in advance of the Annual Meeting, even if you plan to attend remotely.

Due to the ongoing impact of the novel coronavirus disease, COVID-19, we plan to hold the Annual Meeting by means of remote communications only (i.e., a virtual-only annual meeting). As of the date of this letter, a state disaster emergency has been declared relating to COVID-19 in the State of New York, and the requirement under New York law that annual meetings be noticed and held at a physical location has been temporarily suspended. The declaration of a state disaster emergency and the related suspension are renewed on a monthly basis. In the event that the state disaster emergency and suspension are lifted prior to the date fixed for the Annual Meeting and it is not, therefore, legally permissible for us to hold a completely virtual annual meeting under New York law, we may also hold the Annual Meeting in person. We will announce the location of the in-person component of the meeting by press release and posting on our proxy website (www.conedison.com/shareholders), as well as the filing of additional proxy materials with the Securities and Exchange Commission.

Sincerely,

John McAvoy		Timothy P. Cawley

Consolidated Edison, Inc.

4 Irving Place, New York, NY 10003

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Sylvia V. Dooley

Vice President and Corporate Secretary

Dated: April 5, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDERS’ MEETING TO BE HELD ON MONDAY, MAY 17, 2021. THE COMPANY’S PROXY STATEMENT AND ANNUAL REPORT, PROVIDED TO STOCKHOLDERS ON OR ABOUT APRIL 5, 2021, ARE AVAILABLE AT

WWW.CONEDISON.COM/SHAREHOLDERS

		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. Forward-looking statements are statements of future expectations and not facts. Words such as “forecasts,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” “plans,” “will,” and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made and speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

		Proxy Statement Summary

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 5, 2021, which includes the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2020, and other information relating to the Company’s financial condition and results of operations. References to “Con Edison of New York,” “Orange & Rockland,” “Clean Energy Businesses,” 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., Con Edison Clean Energy Businesses, Inc. and its subsidiaries, and Con Edison Transmission, Inc. and its subsidiaries, respectively.

2021 Annual Meeting of Stockholders (“Annual Meeting”)

Due to the ongoing impact of COVID-19, we plan to hold the Annual Meeting by means of remote communication only. The virtual meeting offers the same participation opportunities as an in-person meeting. In the event that the state disaster emergency and related temporary suspension of the requirement under New York law that annual meetings be noticed and held at a physical location are lifted prior to the date fixed for the Annual Meeting and it is not, therefore, legally permissible for us to hold a completely virtual annual meeting under New York law, we will announce the location of the in-person component of the meeting by press release and posting on our proxy website (www.conedison.com/shareholders), as well as the filing of additional proxy materials with the Securities and Exchange Commission (the “SEC”).

		Proxy Statement Summary

Stockholder Voting Matters

Footnote:

		Proxy Statement Summary

Corporate Governance Practices

		Proxy Statement Summary

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, and skills on the Board as evidenced by the proposed slate (which excludes Dr. Campbell) of director nominees, which are 33.3% women and 33.3% racially and ethnically diverse (as self-reported by the Director nominees). The Board and the Corporate Governance and Nominating Committee strongly believe that the Board and the Company benefit from having directors with a diversity of gender, race, ethnicity, viewpoints and experiences. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the firm is directed to provide a diverse slate of candidates, including candidates diverse with respect to gender, race, ethnicity and nationality, for the Board’s consideration. (See “The Board of Directors—Selection of Director Candidates” on page 26 for additional information on the Director nomination process.)

		Proxy Statement Summary

Changes to Executive Compensation Program for 2021

		Proxy Statement Summary

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.

		Election of Directors

Proposal 1    Election of Directors

Twelve 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. (See “Information About the Director Nominees” on pages 8 through 15.) Directors are not permitted to stand for election after having passed his or her 75th birthday. Of the Board members standing for election, Timothy P. Cawley is the only member who is an officer of the Company. George Campbell, Jr. has passed his 75th birthday and, as a result, is not permitted to stand for election. All of the nominees were elected Directors at the last annual meeting of stockholders, other than Mr. Cawley, Karol V. Mason, and Dwight A. McBride. Mr. Cawley was appointed to the Board of Directors by the Board effective December 29, 2020, at the time of his appointment as President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York. Ms. Mason and Dr. McBride were appointed to the Board of Directors by the Board effective January 1, 2021. A professional search firm assisted the Corporate Governance and Nominating Committee in connection with its recommendation of Ms. Mason and Dr. McBride. In keeping with the process described in “The Board of Directors—Selection of Director Candidates” on page 26, the Corporate Governance and Nominating Committee directed the professional search firm to provide it with a diverse slate of candidates, which included Ms. Mason and Dr. McBride.

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, and skills on the Board as evidenced by the proposed slate of director nominees, which are 33.3% women and 33.3% racially and ethnically diverse (as self-reported by the Director nominees). The Corporate Governance and Nominating Committee also strives to ensure that the Board is composed of Directors who bring diverse viewpoints, perspectives, professional experiences and backgrounds, and effectively represent the long-term interests of stockholders. The Board and the Corporate Governance and Nominating Committee strongly believe that the Board and the Company benefit from having directors with a diversity of gender, race, ethnicity, viewpoints, and experiences. The Board and the Corporate Governance and Nominating Committee believe that striking an appropriate balance between fresh perspectives and ideas and the valuable experience and familiarity contributed by longer-serving Directors is critical to a forward-looking and strategic Board. The Corporate Governance and Nominating Committee identifies candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When a professional search firm is used, the firm is directed to provide a diverse slate of candidates, including candidates diverse with respect to gender, race and ethnicity, for the Board’s consideration. (See “The Board of Directors—Selection of Director Candidates” on page 26 for additional information on the Director nomination process.)

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.

		Election of Directors

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 that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Board has adopted Corporate Governance 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 the Board (including diversity of gender, race, ethnicity, and nationality), 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 experience and backgrounds which provide the Board, as a whole, with the skills and expertise that reflect the needs of the Company. See pages 10 through 15 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.

The following graph displays information about the skills and experience of the Director nominees:

		Election of Directors

The makeup of the Director nominees is set forth in the pie charts below:

		The Board of Directors

Meetings and Board Members’ Attendance

During 2020, the Board consisted of the following members: George Campbell, Jr., Timothy P. Cawley (effective December 29, 2020), Ellen V. Futter, John F. Killian, John McAvoy, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland. The Board of Directors held 9 meetings in 2020. At its meetings, the Board considers a wide variety of matters involving such things as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, human capital management, diversity, equity, and inclusion, sustainability, succession planning, 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 non-management Directors and the independent Directors. The Board routinely holds executive sessions at which only non-management Directors are present, and the independent Directors meet in executive session at least once a year. The Company’s independent Directors met 2 times in executive session and the non-management Directors met 8 times in executive session during 2020.

During 2020, each member of the Board attended more than 75% of the combined meetings of the Board of Directors and the Board Committees on which he or she served during the period that he or she served. Directors are expected to attend the Annual Meeting. All of the Directors who then served on the Board attended the 2020 annual meeting of stockholders, which was held remotely due to the impact of COVID-19.

Corporate Governance

The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, and Management Development and Compensation Committees, and the Standards of Business Conduct, are available on the Company’s website at www.conedison.com/shareholders. The Standards of Business Conduct apply to all Directors, officers, and employees. The Company intends to post on its website at www.conedison.com/shareholders 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 Board consists of a substantial majority of independent Directors. (See “The Board of Directors—Board Members’ Independence” on page 20.) 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. Historically, the roles of the Company’s Chief Executive Officer and Chairman have been combined. To promote an effective and orderly Chief Executive Officer transition, the Board determined that Mr. McAvoy should continue to serve as Chairman of the Board after his retirement as Chief Executive Officer of the Company on December 28, 2020. Mr. McAvoy has been nominated to the Board for election at the Company’s Annual Meeting. The Board made this determination based on a variety of factors, including Mr. McAvoy’s long-standing knowledge of the Company and the utility industry, and his extensive engineering, financial, and operations experience. In addition, effective December 29, 2020, Mr. McAvoy no longer serves as Chief Executive Officer of Con Edison of New York, although he serves as its Non-executive Chairman of the Board, and no longer serves as the Chairman of the Board of Orange & Rockland. As Non-executive Chairman, Mr. McAvoy presides at meetings of the Company’s Board, facilitates communication between the Company’s Board and the Company’s management, assists the Chief Executive Officer in formulating long-term strategy, coordinates with the Lead Director on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board, and is available for consultation and communication with major stockholders as appropriate.

Mr. Cawley was promoted to the position of the President and Chief Executive Officer of the Company (and Chief Executive Officer of Con Edison of New York) effective December 29, 2020, upon Mr. McAvoy’s retirement, and was appointed to the

		The Board of Directors

Company’s Board (and the Board of Con Edison of New York), also effective December 29, 2020. In addition, Mr. Cawley was appointed Chairman of the Board of Orange & Rockland, effective December 29, 2020. Mr. Cawley has been nominated to the Board of the Company for election at the Company’s Annual Meeting. As President and Chief Executive Officer, Mr. Cawley has day-to-day management responsibility for the Company and he reports to the Company’s Board.

The Board will also continue to have an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines provide that the Lead Director: (i) acts as a liaison between the independent Directors and the Company’s management; (ii) chairs the executive sessions of non-management and independent Directors and has the authority to call additional executive sessions as appropriate; (iii) chairs Board meetings in the Chairman’s absence; (iv) coordinates with the Chairman on agendas and schedules for Board meetings, information flow to the Board, and other matters pertinent to the Company and the Board; (v) is available for consultation and communication with major stockholders as appropriate; and (vi) performs such other duties assigned to the Lead Director by the Board.

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, environmental, social, and governance matters. Each of the standing committees of the Board, other than the Executive Committee, is chaired by non-management Directors. (See “The Board of Directors—Standing Committees of the Board” on pages 21 through 25).

Risk Oversight

The Board’s primary function is one of oversight. 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 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 enterprise risk management program. Those risks have been assessed by the Company as important to it, and are reported to the Board on a regular cadence. Among those risks, cybersecurity has been identified as a key enterprise risk for the Company. An annual presentation on cybersecurity risks is provided to the Board and the Audit Committee reviews more in-depth cybersecurity matters on a semi-annual basis. In addition, the Board receives regular updates as to cybersecurity risks from management. A description of the various risks facing the Company can be found under “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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 2020, the Board received reports or presentations on several sustainability and climate change-related topics, including advancing the Company’s clean energy future, diversity, equity, and inclusion and supply chain diversity and sustainability. In addition, a presentation regarding the Company’s immediate response and long-term plans to address racism, bias, and inequity following the killing of George Floyd and the Black Lives Matter protests was provided to the Board during 2020. In 2020, the Board’s strategy meeting focused on ESG topics. The Board received a presentation on the role of ESG considerations in the investment process from a large institutional investor in the Company, as well as a presentation that addressed ESG matters and the Company’s strategy with respect thereto, including its commitments to a clean energy future, pursuing a zero-harm culture, and maintaining a diverse and engaged workforce. During its strategy session, the Board also received: (i) an update on the utilities’ strategy that covered New York and New Jersey’s clean energy goals and the Company’s plans for achieving these, (ii) a strategy update for its Clean Energy Businesses subsidiary, that addressed, among other ESG topics, the evolving renewables market and the Clean Energy Businesses’ role therein, and (iii) a strategy update for its Con Edison Transmission subsidiary that focused on its steps to contribute to the Company’s decarbonization plan. 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 sustainability matters relating to safety and the environment (including climate change) and reviews the Company’s Annual Sustainability Report prior to its publication. In discharging its responsibilities, the

		The Board of Directors

Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency and environmental beneficial electrification. In 2020, the Safety, Environment, Operations and Sustainability Committee also reviewed and discussed an update on transportation electrification, the impact of new technology on preventing high hazard injuries and an ESG update and Sustainability Report review. The Corporate Governance and Nominating Committee is charged with sustainability matters relating to governance and in 2020 reviewed and discussed general governance matters. The Management, Development, and Compensation Committee’s responsibilities include oversight of sustainability matters relating to human capital management and in 2020 reviewed and discussed compensation governance during COVID-19 and proposed diversity, equity, and inclusion metrics for executive compensation purposes. The Management, Development, and Compensation Committee annually reviews performance results as well as proposed performance indicators for the following year. Committees not specifically tasked with oversight of sustainability also periodically review matters related to sustainability.

Diversity, Equity, and Inclusion

The Company strives to be a workplace where the diversity of its employees creates a stronger, higher performing organization. The Company’s diversity, equity, and inclusion strategy sets out priorities that demonstrate the value it places on differences across all demographic dimensions. The diversity, equity, and inclusion strategy drives its corporate culture through four key areas of focus: (i) advancing diversity, equity, and inclusion through learning, (ii) fostering a diverse, equitable, and inclusive environment, (iii) connecting diversity, equity, and inclusion throughout the Company, and (iv) communicating and engaging with employees.

On December 31, 2020, the Company and its subsidiaries had 14,071 employees, based entirely in the United States, including 12,477 at Con Edison of New York, 1,118 at Orange & Rockland, 468 at the Clean Energy Businesses, and 8 at Con Edison Transmission. The gender, racial, and ethnic composition of the workforce as compared to upper management and officers as of the end of 2020 are set forth in the bar charts below.

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, diversity, equity, and inclusion, emergency response, and providing essential services to customers while protecting employees during the COVID-19 pandemic.

As a result of the COVID-19 pandemic, 60% of the total workforce was working remotely as of December 31, 2020. The viability of a mobile workforce was made possible by digital software and smart device capabilities that helped employees collaborate with each other and remain productive while complying with health requirements. Even as the Company continues to respond to the pandemic, the entire Con Edison of New York and Orange & Rockland workforce is available in the event of an emergency that requires on-site presence. During 2020, the Company and its subsidiaries managed their operations and resources while avoiding lay-offs and furloughs and continued to recruit, interview, and hire internal and external applicants to fill critical positions. The Company and its subsidiaries support employee health through mandatory pre-entry symptom surveys for employees arriving at all company locations, regular cleaning and disinfecting of all work and common areas, promoting social distancing, requiring face coverings, and directing employees to work remotely whenever possible.

		The Board of Directors

Despite the uncertainty and upheaval as a result of COVID-19, the Company’s employees continued to give their time and resources to support those in need. The Company launched virtual volunteer opportunities throughout the year, and once it was safe to gather in person with the appropriate safety measures and in keeping with applicable public health guidelines, the Company adapted small, outdoor events to serve the needs of its employees and communities. In 2020, 163 Company employees collectively volunteered 1,256 hours at various community service events and programs throughout the Company’s service territory. The virtual events included mentoring and tutoring, mock interviewing and judging at constitutional debate programs. When employees were safely able to volunteer outdoors, they cleaned up parks and planted tulips.

Proxy Access

The Company has implemented 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.

Related Person Transactions and 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, where the amount involved in the transaction since the beginning of the Company’s last completed fiscal year exceeds or is expected to exceed $120,000 per year.

The policy provides that the Corporate Governance and Nominating Committee review certain transactions subject to the policy and determine whether or not to approve or ratify those transactions. 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. The Corporate Governance and Nominating Committee ratified and approved the 2020 compensation of David Sanchez and John DeLaBastide on November 19, 2020 and Jennifer Ketschke on February 18, 2021, each as disclosed below. 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:

David Sanchez, the brother of Robert Sanchez, President and Chief Executive Officer of Orange & Rockland, is employed by Con Edison of New York, serving as a project specialist. In 2020, he was paid approximately $135,000. This amount includes salary and short-term incentive payments. Jennifer Ketschke, the spouse of Matthew Ketschke, President of Con

		The Board of Directors

Edison of New York effective January 1, 2021, is employed by Con Edison of New York, serving as a project manager. In 2020, she was paid approximately $213,000. This amount includes salary, and long-term and short-term incentive payments. John DeLaBastide, the brother-in-law of Lore de la Bastide, Senior Vice President—Utility Shared Services of Con Edison of New York, was employed by Con Edison of New York until March 31, 2021 and served as an assistant controller. In 2020, he was paid approximately $363,000. This amount includes salary, and long-term and short-term incentive payments. 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.

Board Members’ Independence

The Company’s Corporate Governance Guidelines provide that the Board of Directors consist of a substantial 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: George Campbell, Jr. (until his retirement), John F. Killian, Karol V. Mason, Dwight A. McBride, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland.

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 at www.conedison.com/shareholders. 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:

		The Board of Directors

Standing Committees of the Board

		The Board of Directors

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 (including, but not limited to, gender, race, ethnicity, and nationality) 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 using a professional search firm, the Corporate Governance and Nominating Committee directs the firm to include in each director search qualified candidates who reflect diverse backgrounds, including diversity of gender, race, ethnicity, and nationality. The firm assists in developing criteria for potential Board members to complement the Board’s existing strengths. Based on such criteria, the firm is directed to provide for review and consideration a diverse slate of candidates, including candidates diverse with respect to gender, nationality, race, and ethnicity. After consulting with the Corporate Governance and Nominating Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and any potential conflicts of interest and provides its results to the Committee. In keeping with this established process, the Corporate Governance and Nominating Committee directed a professional search firm to provide it with a diverse slate of candidates, which included Karol V. Mason and Dwight A. McBride, who were both appointed to the Board of Directors effective January 1, 2021.

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 do.

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.

Employee Succession Planning and Talent Management

The Company has a comprehensive, formal process for identifying, assessing and developing a diverse slate of internal candidates to assume, in the future, senior roles in the organization. Its succession planning and development processes are integrated and focused on learning through experiences, leadership commitment, and targeted executive development. During succession planning and development discussions, the Company seeks to develop high potential women and people of color to ensure a diverse and talented group of enterprise leaders. Development plans are reviewed and updated annually. Succession planning and development processes apply to all upper management positions, including officer positions. The Chief Executive Officer annually reviews his succession plan with the Board.

		The Board of Directors

The gender, racial and ethnic composition of promotions in the workforce as compared to upper management and officers that occurred during 2020 are set forth in the bar charts below.

		1Hawaiian/Other Pacific Islander is less than 0.50% and therefore is rounded to zero.

The Board is committed to diversity and directs any search firm retained in connection with chief executive officer succession planning to provide a diverse slate of candidates for the Board’s consideration. In keeping with this process, the Board retained a search firm from 2019 to 2020, to assist it with identifying a diverse slate of candidates for the chief executive officer position formerly held by John McAvoy. After reviewing the candidates identified by the search firm, the Board determined that, based upon Timothy P. Cawley’s extensive experience in the energy industry, his proven leadership abilities, and his understanding of the needs of the Company’s customers, employees and stakeholders, he was the best candidate to guide the Company into the future.

Compensation Consultant

Director Compensation Consultant

The Corporate Governance and Nominating Committee has retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to 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. 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.

		The Board of Directors

Compensation Consultant Disclosure

Mercer’s fees for executive and director compensation consulting to the committees in 2020 were approximately $622,800.

The Compensation Committee considered the independence of Mercer under the rules of the SEC and the listing standards of the New York Stock Exchange. The Compensation Committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer) 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

George Campbell, Jr. (Chair, until retirement), John F. Killian, William J. Mulrow, Michael W. Ranger, Deirdre Stanley (Chair, effective immediately following the retirement of Dr. Campbell from the Board), and L. Frederick Sutherland were on the Company’s Compensation Committee during 2020. The Company believes that there are no interlocks with the members of the Compensation Committee.

Communications with the Board of Directors

Interested parties may communicate directly with the members of the Company’s Board of Directors, including the non-management 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 to the Director or the Directors indicated.

		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 virtually with stockholders due to COVID-19. The Company values stockholder input and is committed to taking such input into consideration in making executive compensation and governance decisions.

The chart below represents certain actions that the Company takes before, during and after the annual meeting.

Stockholder Engagement Highlights

During 2020, the Company held its inaugural ESG webinar, participated in 22 investor conferences and 12 virtual roadshows targeting the U.S., Europe, Japan, Australia, and Canada, engaging with a broad range of stockholders, including index funds, union and public pension funds, actively-managed funds, and stockholder advisory firms.

During 2020, the Company engaged virtually with stockholders holding in aggregate 43% of shares outstanding and 30% of the Company’s debentures.

		Stockholder Engagement

Key topics of shareholder engagement included Con Edison of New York’s Climate Change Vulnerability Study, the Company’s corporate strategy, diversity, equity, and inclusion, disclosure practices, corporate governance, executive compensation, political spending and lobbying practices, operations and financial matters (including issues raised by COVID-19), and ESG standardized reporting. In response to stockholder feedback received during 2020, the Company: (i) enhanced disclosures concerning political contributions and lobbying, resulting in an increase in the Company’s CPA-Zicklin Index for Corporate Political Disclosure and Accountability score to 94.3 from 90; (ii) added new standardized ESG reporting formats: Task Force on Climate-Related Financial Disclosures (“TCFD”), Sustainability Accounting Standards Board (“SASB”), and the Carbon Disclosure Project (“CDP”); (iii) added a new operating objective performance measure, Diversity and Inclusion Work Plan, to its long term incentive plan for 2021; and (iv) further refined the disclosures in its proxy to, among other things, provide clearer and more accessible information on Board diversity, tenure, skills, and experience. In addition, in 2020, the Company’s subsidiary, Con Edison of New York, completed a Climate Change Implementation Plan following the Climate Change Vulnerability Study.

In addition, the Company’s Lead Director, the Chief Executive Officer of the Company, the Presidents of each of the Company’s subsidiaries, and other senior Company officers participate in meetings with stockholders during the year.

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

		Director Compensation

Overview

The Corporate Governance and Nominating Committee reviews director compensation bi-annually. The Corporate Governance and Nominating Committee reviewed director compensation in 2020. 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 2020, 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 amount of the retainer provided to the Chair of the Management Development and Compensation Committee was below the median paid to non-employee directors in the assessment group. Following the recommendation and effective April 1, 2020, the Board approved an increase in the annual retainer for the Chair of the Management Development and Compensation Committee.

In connection with the transition of John McAvoy from Executive Chairman to Non-executive Chairman, in November 2020, the Corporate Governance and Nominating Committee and the Management Development and Compensation Committee requested that Mercer conduct an in-depth analysis of market practices related to board leadership structures and non-executive chairman compensation. Mercer’s review found that non-executive chairman compensation is typically calibrated at a premium to general Board member compensation. Based on Mercer’s review, the Board approved an annual retainer for the Non-executive Chairman at approximately the median, effective December 29, 2020.

Compensation for individual Directors approximates the median of compensation for Directors in similar positions at the compensation peer group.

Elements of Compensation

In 2020, non-employee Directors were eligible to receive the following:

Footnotes:

		Director Compensation

In 2020, the Company reimbursed non-employee Directors for reasonable expenses incurred in attending 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 non-employee Directors which 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 a value (measured at the time the shares are acquired) equal to five times the annual retainer (not including committee and/or committee chair fees) paid to such Director during the previous fiscal year. As of December 31, 2020, 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. Pursuant to the long term incentive plan, each non-employee Director then serving was allocated an annual equity award of $150,000 of deferred stock units on the first business day following the 2020 Annual Meeting. If a non-employee Director is first appointed to the Board after an annual meeting, his or her first annual equity award will be prorated.

Settlement of the 2020 annual equity awards of stock units was automatically deferred until the Director’s termination of service from the Board of Directors. Each non-employee Director may elect to receive some or all of his or her 2020 annual equity awards of stock units on another date or to further defer any other prior annual equity award of stock units, including any related dividend equivalents earned on such prior annual equity awards of stock units.

Each non-employee Director may also elect to defer all or a portion of his or her 2020 retainer(s) into additional deferred stock units, which are deferred until the Director’s termination of service.

Dividend equivalents are payable on 2020 deferred stock units in the amount and at the time that dividends are paid on Company Common Stock and are credited in the form of additional deferred stock units which are fully vested as of the date the dividends would have been paid to the Director or, at the Director’s option, are paid in cash.

All payments on account of deferred stock units will be made in shares of Company Common Stock. The long term incentive plan provides that cash compensation deferred into stock units, annual equity awards, and dividend equivalents granted to non-employee Directors that are credited in the form of additional deferred stock units, are fully vested, and payable in a single one-time payment of whole shares (rounded to the nearest whole share) within 60 days following separation from Board service, unless the Director has elected to defer distribution to another date.

Stock Purchase Plan

Directors are eligible to participate in the stock purchase plan, which is described in Note N to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

		Director Compensation

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, 2020.

Footnotes:

		Stock Ownership

Stock Ownership of Directors and Executive Officers

The following table provides, as of February 28, 2021, the amount of shares of Company Common Stock beneficially owned by each Director, each Named Executive Officer, and by all Directors and executive officers of the Company as a group, and information about the amount of their other Company equity-based holdings.

Footnotes:

		Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following table provides information, as of December 31, 2020, with respect to persons who are known to the Company to beneficially own more than 5% of Company Common Stock.

Footnotes:

		Ratification of the Appointment of Independent Accountants

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 2021. 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 2021. The Audit Committee reviewed PwC’s performance, as well as PwC’s reputation for integrity and for competence in the fields of accounting and auditing. The Audit Committee also reviewed a report provided by PwC regarding its quality controls, inquiries or investigations by governmental or professional authorities and independence. (See “Audit Committee Matters” on page 37.) Based on this review, the Audit Committee believes that the appointment of PwC as independent accountants for the Company for 2021 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.