Catherine Zoi
CONSOLIDATED EDISONAbout Catherine Zoi
Catherine Zoi, age 63, is an independent director of Consolidated Edison, Inc. (ED) since 2024. She previously served as CEO of EVgo Inc. through November 2023 and held senior energy policy roles in the U.S. Department of Energy (Assistant Secretary and Acting Under Secretary). At ED, she serves on the Finance Committee (since May 20, 2024) and the Safety, Environment, Operations and Sustainability Committee (since February 1, 2024). The Board affirmed her independence under NYSE standards; she met attendance expectations as each director attended more than 75% of combined Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVgo Inc. | Chief Executive Officer; Director | 2017–Nov 2023 | Led EV fast-charging network operations; sector experience complementary to ED’s business |
| U.S. Department of Energy | Assistant Secretary; Acting Under Secretary | Prior to EVgo (dates not specified) | Senior policymaking roles; government and energy expertise |
| Odyssey Energy Solutions, Inc. | Founder and Director | Former (dates not specified) | Software for distributed energy sector; entrepreneurship and energy transition experience |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| SPAN.IO, Inc. | Director | Current | At-home smart electric panels; technology and grid-edge relevance |
| Scale Microgrid Solutions, LLC | Chair of the Board | Current | Vertically integrated distributed energy company |
| Soli Organic, Inc. | Director | Feb 2022–Jan 2025 | Ag-tech company; departed Jan 2025 |
Board Governance
- Independence: ED’s Board determined Zoi is independent under NYSE standards.
- Committee assignments: Finance (since May 20, 2024) and Safety, Environment, Operations and Sustainability (since Feb 1, 2024).
- Attendance and engagement: Board held 11 meetings in 2024; each director attended >75% of combined Board/committee meetings; all directors attended the 2024 virtual annual meeting; independent directors met in executive session eight times.
- Lead Independent Director: Michael W. Ranger chairs Corporate Governance & Nominating and serves as Lead Director.
| Committee | Role | Since | Meetings in 2024 |
|---|---|---|---|
| Finance | Member | May 20, 2024 | 8 |
| Safety, Environment, Operations and Sustainability | Member | Feb 1, 2024 | 4 |
Fixed Compensation
- Director program (effective April 1, 2024): Annual retainer $125,000; Audit Chair $30,000; Audit member $15,000; Lead Director $35,000; Committee chair retainers $20,000 (Corporate Governance & Nominating, Finance, MD&C, Safety/Environment/Operations/Sustainability); annual equity award (deferred stock units) $170,000; $200 per meeting when acting as chair in absence.
- Catherine Zoi (FY 2024 actual): Cash fees $112,390; stock awards $210,000; total $322,390.
| Component | Program Terms (2024) | Catherine Zoi – FY 2024 Actual ($) |
|---|---|---|
| Annual Cash Retainer | $125,000 | $112,390 |
| Committee Chair Fees | $20,000 (CGN/Finance/MD&C/SEOS) | — (not a chair) |
| Audit Chair / Member | $30,000 / $15,000 | — (not on Audit) |
| Lead Director Retainer | $35,000 | — (not Lead Director) |
| Acting Chair Fee | $200 per meeting | — (not disclosed) |
| Annual Equity (DSUs) | $170,000 | $210,000 |
| Total | — | $322,390 |
Performance Compensation
Non-employee director equity is delivered as deferred stock units (DSUs) that vest on grant and settle upon separation; ED does not grant stock options and adopted an Equity Award Grant Policy governing grant timing. Directors may also elect to defer cash retainers into DSUs; dividend equivalents can be credited as additional DSUs or paid in cash.
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|---|
| Annual DSU Award | May 21, 2024 | 1,761 | 170,000 | Vested on grant | Deferred until termination of Board service |
| Initial Prorated DSU | Feb 1, 2024 | 431 | 40,000 | Vested on grant | Deferred until termination of Board service |
Notes:
- ED’s policy: The company has not issued options since 2006; non-option equity awards to independent directors are granted on the first business day following the Annual Meeting or on appointment date for off-cycle appointments.
- Directors may defer cash retainers into DSUs; dividend equivalents are either credited as DSUs or paid in cash.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other U.S.-listed public company boards | None for Zoi (as disclosed in ED’s director nominee summary). |
| Compensation committee interlocks | Company reports no interlocks involving members of MD&C Committee and ED executives. |
| Consultant independence | Mercer advises Board on director and executive pay; Compensation Committee concluded no conflicts impairing independence in 2024. |
Expertise & Qualifications
- Former CEO in EV fast charging (EVgo) and senior DOE official; combines industry operating leadership with policy depth.
- Board attributes explicitly cite management leadership, sustainability, operations, and strategic planning expertise relevant to ED’s oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 2,237 |
| Other Equity-Based Holdings | — (none reported) |
| Ownership as % of shares outstanding | <1% (ED notes each reported position is <1% of 346,771,733 shares outstanding as of Feb 28, 2025) |
| Hedging/Pledging | Prohibited for directors under ED’s policies. |
| Stock Ownership Guidelines | Directors must hold shares equal to 5x annual retainer within 5 years; as of Dec 31, 2024 all directors either exceeded the requirement or are in the grace period and making satisfactory progress. |
Governance Assessment
- Strengths: Independent status; strong attendance; relevant energy transition and sustainability expertise; equity grants as DSUs with deferral enhance alignment; robust policies (no hedging/pledging, no options, clawbacks compliant with SEC/NYSE); strong say-on-pay support (93.19% in 2024).
- Compensation alignment: 2024 director pay updated to approximate peer median; Zoi’s cash fees ($112,390) and DSUs ($210,000) reflect standard non-employee director structure; settlement deferred until service ends.
- Engagement signal: ED reports ongoing shareholder engagement (42% of shares engaged in 2024), indicating responsiveness to investor concerns on ESG and governance.
- Conflicts/related-party: ED discloses and reviews related-person transactions via Corporate Governance & Nominating; no transactions disclosed involving Zoi or her affiliated entities in 2024; monitor for any future dealings with distributed energy companies where she holds roles.
RED FLAGS: None disclosed specific to Zoi (no pledging/hedging; no related-party transactions; no options or repricings; independence affirmed). Continue surveillance for potential related-person transactions given external energy affiliations.