CONSOLIDATED EDISON INC (ED)
Sector: Utilities
2026 Annual Meeting Analysis
CONSOLIDATED EDISON INC · Meeting: May 18, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and executive director since 2020; ED's 3-year price return of 32.4% is in the strong-positive tier (>20%), and the gap versus the compensation peer group median is only -13.0pp, well below the 50pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Joined the board October 1, 2025 — less than 24 months ago — so the TSR underperformance trigger does not apply; brings relevant CEO and CFO experience from SBA Communications; serves on one outside public board, well within limits; no other concerns flagged.
Director since 2007; ED's 3-year TSR gap versus the peer group is only -13.0pp against a 50pp threshold — no TSR trigger; brings deep CFO and financial-reporting expertise; chairs the Audit Committee and qualifies as an audit committee financial expert; no overboarding or attendance issues.
Director since 2021; TSR trigger does not apply given the -13.0pp peer gap versus the 50pp threshold; brings legal and governance experience; no overboarding, attendance, or independence concerns.
Director since 2021; TSR trigger does not apply; brings extensive academic leadership and governance experience; no overboarding, attendance, or independence concerns.
Director since 2017; TSR trigger does not apply given the -13.0pp peer gap versus the 50pp threshold; brings strong financial-markets and private-sector experience; holds two outside public board seats (JBG Smith and Titan Mining), within the three-board limit; no attendance or independence concerns.
Director since 2008 and Lead Director; TSR trigger does not apply; brings deep energy-sector investment-banking and private-equity expertise highly relevant to ED's business; no public-company outside board seats, no attendance concerns.
Director since 2015; TSR trigger does not apply; brings technology, cybersecurity, and enterprise-transformation expertise from IBM; no outside public board seats currently; qualifies as audit committee financial expert; no attendance or independence concerns.
Director since 2017; TSR trigger does not apply; brings legal, general counsel, and governance expertise from Estée Lauder and Thomson Reuters; holds one outside public board seat (PayPal), within limits; no attendance or independence concerns.
Director since 2006; TSR trigger does not apply given the -13.0pp peer gap versus the 50pp threshold; brings deep CFO and financial-reporting experience from Aramark; holds one outside public board seat (Colliers International), within limits; qualifies as an audit committee financial expert; no attendance or independence concerns.
Director since 2024 — less than 24 months ago — so the TSR trigger does not apply; brings directly relevant clean-energy CEO experience (EVgo) and government energy-policy experience; chairs the Safety, Environment, Operations and Sustainability Committee; no outside public company board seats; no other concerns.
All eleven director nominees receive a FOR vote. ED's 3-year total return of 32.4% places it in the strong-positive tier, and its underperformance versus the company-disclosed compensation peer group median is only 13.0 percentage points, well below the 50pp threshold required to trigger an against vote at that return level. Two directors (Cavanagh and Zoi) joined within the past 24 months and are exempt from the TSR trigger entirely. No director is overboarded, and all attended more than 75% of meetings in 2025. The board is 91% independent with a well-structured skills matrix and proper committee composition.
Say on Pay
✓ FORCEO
Timothy P. Cawley
Total Comp
$19,899,971
Prior Support
92.78%%
CEO Timothy Cawley's total reported compensation of approximately $19.9 million is broadly in line with benchmarks for a CEO at a large-cap regulated utility ($41 billion market cap), and the company's own disclosure shows target total direct compensation at 103% of the peer group median — within the +15% threshold. The pay structure is appropriate: performance-based pay (annual incentive plus 70%-performance-weighted long-term equity awards) makes up the large majority of total compensation, satisfying the requirement that variable pay dominate the mix. The prior year say-on-pay vote came in at 92.78% in favor, reflecting sustained and strong shareholder support, and the company has a robust clawback policy and active year-round shareholder engagement program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,648,841
Non-Audit Fees
$0
In 2025, PwC charged $6,648,841 in audit fees and zero in non-audit or tax fees, so the non-audit ratio is 0% — well within the 50% threshold. No material restatements are disclosed. PwC is a Big 4 firm appropriate for a ~$41 billion market-cap company. Exact tenure in years is not stated in the proxy (the filing says 'many years'), so the tenure trigger cannot fire per policy — no confirmed data means no negative vote on tenure grounds.
Overall Assessment
The 2026 Consolidated Edison annual meeting presents three standard proposals: election of eleven directors, ratification of PwC as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate passes all policy screens (TSR gap of -13.0pp is far below the 50pp trigger threshold for strong-positive absolute return companies), PwC's fee structure is clean with zero non-audit fees, and executive pay is appropriately structured with strong performance linkage and 92.78% prior-year shareholder support.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing