Deneen Donnley
Senior Vice President and General Counsel at ED
Executive
About Deneen Donnley
Deneen L. Donnley is Senior Vice President and General Counsel of Consolidated Edison, Inc. and Con Edison of New York, and is one of the company’s Named Executive Officers . Her pay design mixes cash and equity with a high share of at‑risk, performance-tied incentives, including annual EPS/budget/operating goals and multi‑year performance units based on relative TSR, adjusted EPS and operating objectives . Company performance context: 2024 adjusted EPS was $5.40 vs a $5.30 target (101.9% of target; factor 138%) ; the 2022‑2024 LTIP measured TSR at the 58th percentile (120% payout on that component) . Shareholders supported pay with 93.19% Say‑on‑Pay in 2024 .
Company performance snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 15,670,000,000 * | 14,663,000,000 * | 15,256,000,000 * |
| EBITDA ($) | 5,034,000,000* | 5,107,000,000* | 5,438,000,000* |
Note: * Values retrieved from S&P Global.
Fixed Compensation
Compensation summary (Donnley)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | SEC Total ($) |
|---|---|---|---|---|---|
| 2024 | 694,008 | 1,394,034 | 693,000 | 196,318 | 2,977,360 |
| 2023 | 673,233 | 1,268,060 | 633,600 | 180,457 | 2,755,350 |
| 2022 | 647,817 | 1,290,828 | 597,800 | 173,018 | 2,709,463 |
Base pay, target bonus, actual award
| Item | Value |
|---|---|
| Base salary (12/31/2024) ($) | 695,700 |
| Target bonus (% of base) | 70% |
| 2024 annual incentive paid ($) | 693,000 |
Perquisites and company contributions (2024)
| Category | Amount ($) |
|---|---|
| Personal use of company vehicle | 4,850 |
| Financial planning | 13,700 |
| Supplemental health insurance | 428 |
| Company match – qualified savings plan | 19,168 |
| Company match – non‑qualified deferred income plan | 20,941 |
| Company non‑elective contribution – non‑qualified defined contribution pension | 123,693 |
| Total (included in “All Other Compensation”) | 196,318 |
Benchmarking: Donnley’s 2024 target total direct compensation was ~91% of peer median for comparable roles, with base at 98%, target cash at 92%, and target LTI at 91%—indicating below‑median positioning overall .
Performance Compensation
Annual incentive (2024) – metrics, targets, results, payout
| Metric | Weight Target (%) | Target | Actual/Performance | Payout vs Target (%) | Weighting Earned (%) |
|---|---|---|---|---|---|
| Adjusted EPS (Company) | 55 | $5.30 | $5.40 (101.9%) | 138.0 | 75.9 |
| Operating Budget (Company) | 10 | $2,110.0mm | $2,114.0mm (100.2%) | 98.0 | 9.8 |
| Operating Objectives (CECONY) | 30 | — | Achieved (details in plan KPIs) | — | 47.6 |
| Operating Objectives (O&R) | 5 | — | Achieved (details in plan KPIs) | — | 9.0 |
| Total | 100 | — | — | — | 142.3 |
Long‑term incentive plan (LTIP) design and 2024 grants
| LTIP Component | Weight | 2024 Grant Detail |
|---|---|---|
| Performance units (2024–2026) | 70% | Target 11,100 units for Donnley; payout range 0–190% based on relative TSR (50%), 3‑yr cumulative adjusted EPS (30%), and operating objectives (20%) |
| Time‑based RSUs | 30% | 4,700 units vesting 12/31/2026 (service‑based) |
2022–2024 performance cycle outcomes (paid in 2025)
| Metric | Target Weight (%) | Outcome Payout (%) | Weighted Result (%) |
|---|---|---|---|
| Relative TSR (vs peer group) | 50 | 120.0 (58th percentile) | 60.0 |
| Adjusted EPS (3‑yr cumulative) | 30 | 106.7 | 32.0 |
| Operating Objectives (3‑yr) | 20 | 143.8 | 28.8 |
| Total payout factor | 100 | — | 120.8 |
Units paid for 2022 grant (Donnley): Target 10,400; Actual 12,563 units (120.8%) .
Equity Ownership & Alignment
Ownership and unvested awards
| Category (as of 2/28/2025) | Amount |
|---|---|
| Shares beneficially owned (#) | 2,159 |
| Other equity‑based holdings (#) | 29,006 |
| Total (#) | 31,165 |
| % of shares outstanding | <1% |
Outstanding unvested awards (12/31/2024)
| Award Type | Units (#) | Market/Pay Value ($) |
|---|---|---|
| Performance units (2023–2025) | 9,900 | 883,377 |
| Time‑based RSUs (vesting 12/31/2025) | 4,300 | 383,689 |
| Performance units (2024–2026) | 11,100 | 990,453 |
| Time‑based RSUs (vesting 12/31/2026) | 4,700 | 419,381 |
Vesting schedule highlights
- 2024 time‑based RSUs vest in full on 12/31/2026 .
- 2023 time‑based RSUs vest in full on 12/31/2025 .
- Performance units for 2023–2025 and 2024–2026 vest based on certified results at period end; no dividends accrue pre‑vesting .
Ownership policy and risk controls
- Officer stock ownership guideline for Donnley: 2x base salary; officers have five years from January 1 after appointment to reach the guideline; as of 12/31/2024, all current NEOs either met or are making reasonable progress .
- No hedging or pledging of company securities permitted; no margin accounts; robust pre‑clearance and Rule 10b5‑1 plan controls are in place .
- Company has not granted stock options since 2006; no outstanding options .
Employment Terms
Severance and change‑in‑control (CIC) economics (Donnley; hypothetical termination on 12/31/2024)
| Scenario | Severance ($) | LTIP treatment ($) | Deferred Income Plan ($) | SRP/DC Pension ($) | Benefits/Perqs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause (pre‑CIC) | 1,669,700 | 2,676,900 | — | 123,400 | 40,487 | 4,510,487 |
| Termination without Cause or Good Reason (following CIC) | 2,852,400 | 2,676,900 | 695,700 | — | 302,774 | 5,832,074 |
Key program terms
- Severance formula: 1x base salary + target bonus (plus specified benefits) for termination without cause pre‑CIC; 2x for qualifying termination following CIC; additional service credit features and benefits continuation as specified .
- Equity acceleration requires double trigger (CIC plus qualifying termination) unless the committee determines otherwise .
- Clawbacks: Dodd‑Frank compliant mandatory policy plus a supplemental officer clawback covering cash and equity incentives granted on/after 1/1/2024, including “cause” events window; committee discretion on recovery .
- No golden parachute excise tax gross‑ups; no single‑trigger vesting; no special CIC treatment in negotiated equity awards .
- Employment agreements: Company does not enter into employment agreements for NEOs (except disclosed arrangements for the CFO); implication is at‑will employment for others .
Retirement and deferred compensation
| Plan | Donnley 2024 Activity/Balance ($) |
|---|---|
| Deferred Income Plan – Exec contributions | 27,921 |
| Deferred Income Plan – Company match | 20,941 |
| Deferred Income Plan – Earnings | 48,621 |
| Deferred Income Plan – Ending balance | 555,080 |
| Supplemental Defined Contribution Pension – Company contrib | 123,695 |
| Supplemental Defined Contribution Pension – Earnings | 50,804 |
| Supplemental Defined Contribution Pension – Ending balance | 516,672 |
Compensation Structure Notes
- Annual incentive uses a formulaic weighting of financial (Adjusted EPS primary at Company level; Operating Budget) and operating objectives across CECONY and O&R; committee did not exercise discretion on 2024 payouts .
- LTIP mix is 70% performance units and 30% time‑based RSUs; 2024 performance unit payout capped at 190% based on weighted metrics; dividends do not accrue pre‑vesting .
- 2024 plan changes increased flexibility in setting annual goals and formalized equity grant timing policies; company still does not grant stock options .
Say‑on‑Pay & Governance
- 2024 Say‑on‑Pay support: 93.19% “for” .
- Stockholder engagement: company engaged investors representing 42% of shares outstanding in 2024 across strategy, regulation, ESG, and compensation topics .
- Compensation committee independence and use of independent consultant (Mercer); 2024 consulting fees $563,860; no conflicts found .
Investment Implications
- Alignment: Donnley’s incentives are tightly linked to regulated utility value drivers (earnings guidance/adjusted EPS, cost control via operating budgets, reliability/safety KPIs) and multi‑year TSR and EPS performance, reducing misalignment risk typical for non‑regulated models .
- Overhang/selling pressure: No stock options and a 70/30 PSU/RSU mix, with multi‑year cliff vesting and prohibitions on hedging/pledging, moderate near‑term sell pressure; unvested awards vest through 2026 with double‑trigger protection, tempering forced liquidity events .
- Retention/continuity: Severance and double‑trigger CIC terms provide standard protection without gross‑ups; ownership guidelines (2x salary) and strong Say‑on‑Pay support signal sustained alignment and low governance overhang .
- Performance momentum: 2024 Adjusted EPS exceeded target (101.9%); LTIP 2022–2024 paid at 120.8% driven by TSR at the 58th percentile and strong operating objective execution—supportive for future PSU realizations if trends persist .