Deirdre Stanley
Director at ED
Board
About Deirdre Stanley
Independent director at Consolidated Edison (ED) since 2017; age 60. Former Executive Vice President and General Counsel at The Estée Lauder Companies (Oct 2019–Apr 2, 2024) and at Thomson Reuters (2008–Oct 2019), with prior senior legal roles at The Thomson Corporation (2002–2008), InterActive Corp/USA Networks, GTE, and Cravath, Swaine & Moore. She serves on ED’s Corporate Governance & Nominating Committee and chairs the Management Development & Compensation Committee; the Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies, Inc. | Executive Vice President & General Counsel | Oct 2019 – Apr 2, 2024 | Led legal operations at global consumer products company; M&A, governance, risk management |
| Thomson Reuters | Executive Vice President & General Counsel; Corporate Secretary | 2008 – Oct 2019 | Oversaw legal and corporate governance at international news & information company |
| The Thomson Corporation | Senior Vice President & General Counsel | 2002 – 2008 | General counsel prior to Reuters combination forming Thomson Reuters |
| InterActive Corp (USA Networks, Inc.) | Various legal & senior executive roles | Pre-2002 | Senior legal and executive positions |
| GTE Corporation (predecessor to Verizon) | Various legal & senior executive roles | Pre-2002 | Senior legal and executive positions |
| Cravath, Swaine & Moore | Attorney | Pre-2002 | BigLaw litigation/corporate training |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Con Edison of New York (subsidiary) | Trustee | Current | Subsidiary board trustee |
| Hospital for Special Surgery | Trustee | Current | Non-profit trustee |
| The Dalton School | Trustee | Current | Non-profit trustee |
| Refinitiv | Director | Oct 2018 – Oct 2019 | Served as director pre-LSE integration |
Board Governance
- Committee assignments: Corporate Governance & Nominating (member); Management Development & Compensation (Chair) .
- Management Development & Compensation Committee details: 6 meetings held in 2024; Mercer attended 3; all members meet heightened NYSE independence (Rule 10C‑1), Section 162(m) “outside director,” and Rule 16b‑3 “Non‑Employee Director” criteria .
- Corporate Governance & Nominating Committee details: 4 meetings held in 2024; all members meet heightened independence; oversees related person transactions and director compensation reviews .
- Board independence: ED’s Board majority independent; Stanley listed among independent directors .
- Attendance: The Board held 11 meetings in 2024; each member attended >75% of combined Board/committee meetings; independent directors met in 8 executive sessions .
- Lead Independent Director: Michael W. Ranger; chairs Corporate Governance & Nominating and executive sessions .
Fixed Compensation
| Item (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 142,500 |
| Stock Awards (Deferred Stock Units under LTIP) | 170,000 |
| All Other Compensation (including dividend equivalents on deferred stock units) | 34,120 |
| Total | 346,620 |
Director Compensation Program Elements (effective April 1, 2024):
| Element | Amount ($) |
|---|---|
| Annual Retainer (non‑management Board members) | 125,000 |
| Lead Director Retainer | 35,000 |
| Chair – Audit Committee | 30,000 |
| Member – Audit Committee (excluding Chair) | 15,000 |
| Chair – Corporate Governance & Nominating Committee | 20,000 |
| Chair – Finance Committee | 20,000 |
| Chair – Management Development & Compensation Committee | 20,000 |
| Chair – Safety, Environment, Operations & Sustainability | 20,000 |
| Acting Committee Chair per meeting (when Chair absent) | 200 |
| Annual Equity Award (Deferred Stock Units) | 170,000 |
- Program changes approved in Feb/Apr 2024 increased the annual equity grant to $170,000, the cash retainer to $125,000, and certain chair retainers to $20,000 to approximate market median .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual DSU Grant | 1,761 stock units on May 21, 2024; $96.51 per unit; $170,000 value; fully vested at grant |
| Settlement | Automatic deferral until termination of Board service (or ≥5 years from grant if elected); directors may elect further deferral; dividend equivalents paid in cash or credited as additional DSUs |
| Cash Retainer Deferral | Directors may elect to defer Board/committee retainers into DSUs; “All Other Compensation” includes dividend equivalents on such DSUs ($34,120 for Stanley in 2024) |
| Consultant Independence | Mercer engaged; Compensation Committee annually assesses consultant independence; no conflicts identified for 2024 |
| Clawbacks | Compensation Committee oversees adoption/revision of executive compensation clawback/recoupment policy |
Note: Non‑employee director equity is not performance‑vested; DSUs vest upon grant with settlement deferred, aligning director interests via share exposure and dividend equivalents rather than short‑term performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S.-Listed Public Company Boards (current) | None (—) |
| Compensation Committee Interlocks | Company states no interlocks between Compensation Committee members (including Stanley) and ED executives |
| Director Compensation Consultant Fees | Mercer fees for executive and director compensation consulting to Board Committees in 2024: ~$563,860 |
Expertise & Qualifications
- Leadership, legal, and operations experience at global consumer products and international news/information companies; M&A, corporate governance, and risk management expertise .
- Committee leadership (Compensation Chair) signals depth in human capital, pay governance, and succession oversight .
Equity Ownership
| As of Feb 28, 2025 | Shares Beneficially Owned (#) | Other Equity‑Based Holdings (#) | Total (#) |
|---|---|---|---|
| Deirdre Stanley | 19,097 | 7,078 | 26,175 |
- Footnote indicates her beneficial figure includes vested stock units that may become voting/investable within 60 days following separation; directors’ ownership is <1% of 346,771,733 shares outstanding in all cases .
Director Election Support (Investor Confidence Signal)
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Votes For | 225,831,442 | 215,371,346 | 220,048,210 | 231,792,503 |
| Votes Against | 3,208,071 | 9,736,071 | 8,065,883 | 8,609,565 |
| Abstentions | 795,777 | 725,412 | 661,123 | 686,474 |
Advisory “Say‑on‑Pay” votes (context for compensation governance): For 2025: For 222,281,526; Against 17,281,530; Abstentions 1,525,486; Broker non‑votes 51,610,187 . For 2024: For 211,863,522; Against 15,471,912; Abstentions 1,439,782; Broker non‑votes 53,344,112 . For 2023: For 209,829,055; Against 14,419,709; Abstentions 1,584,140; Broker non‑votes 53,359,599 . For 2022: For 212,104,983; Against 15,867,867; Abstentions 1,862,270; Broker non‑votes 54,783,753 .
Governance Assessment
- Alignment and independence: Stanley is an independent director with strong legal/governance background and chairs ED’s Compensation Committee, which operates with heightened independence, uses an external consultant (Mercer), and oversees clawbacks, succession, and human capital risk—positive for board effectiveness and pay governance .
- Engagement and attendance: Board met 11 times in 2024; each director attended >75%; independent directors held 8 executive sessions—indicates active oversight and engagement .
- Ownership alignment: Annual DSU grants are fully vested but settlement deferred; directors can defer cash retainers into DSUs with dividend equivalents—creating sustained equity exposure. Stanley held 26,175 total equity-based units/shares as of Feb 28, 2025 and complies with stock ownership guidelines (5x annual retainer target within five years; all directors either exceed or are on track) .
- Compensation structure: In 2024, ED raised director cash/equity retainer values to market median; Stanley’s FY2024 director pay was $346,620, with a standard $170,000 DSU grant and dividend equivalents due to her deferral election—transparent and within peer‑aligned ranges .
- Conflicts and related‑party exposure: Corporate Governance & Nominating Committee oversees related‑person transactions with defined categorical immateriality standards; proxy discloses specific related‑person employment matters unrelated to Stanley; no interlocks or conflicts identified for her .
- Investor confidence signals: Consistently strong director election support for Stanley across 2022‑2025 and robust say‑on‑pay approvals suggest shareholder support for ED’s governance and compensation frameworks .
RED FLAGS: None disclosed for Stanley regarding attendance shortfalls, related‑party transactions, hedging/pledging, or option repricing. Consultant independence reviewed with no conflicts reported .
Note: Attempts to fetch Form 4 insider trading data for Stanley during 2024‑2025 encountered an authorization error; proxy‑based holdings are presented above [insider-trades skill; tool run error].