Dwight McBride

About Dwight A. McBride

Dwight A. McBride (age 57) has served as an independent director of Consolidated Edison, Inc. since 2021. He is the Gerald Early Distinguished Professor and Senior Advisor to the Chancellor at Washington University in St. Louis (since August 2023) and Executive Director of the Center for the Study of Race, Ethnicity & Equity (since June 2024); previously he was President of The New School (April 2020–August 2023) and Provost and EVP for Academic Affairs at Emory University (since 2017). He has published six books, numerous essays, and is the founding co-editor of the James Baldwin Review, reflecting deep academic leadership and stakeholder engagement experience aligned with board service at a regulated utility .

Past Roles

External Roles

Board Governance

• Independence: Affirmed independent under NYSE standards; ED board is majority independent (92% current; 90% nominees) .
• Committee memberships: Management Development & Compensation (MD&C); Safety, Environment, Operations & Sustainability (SEOS) .
• Attendance/engagement: Board met 11 times in 2024; each director attended >75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting (virtual). Independent directors held 8 executive sessions in 2024, chaired by the Lead Independent Director .
• Lead Independent Director: Michael W. Ranger (also Chair, Corporate Governance & Nominating), functions include liaison to management, executive sessions, agenda coordination, and stockholder consultations .

Fixed Compensation

• Structure (effective April 1, 2024):

  • Annual cash retainer: $125,000 .
  • Lead Director retainer: $35,000 (if applicable) .
  • Committee Chair retainers: Audit $30,000; Corporate Governance & Nominating $20,000; Finance $20,000; MD&C $20,000; SEOS $20,000 .
  • Audit Committee member retainer (non-chair): $15,000 .
  • Acting Committee Chair per-meeting fee: $200 .

• 2024 actual (as reported): | Item | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 122,500 | | All Other Compensation | — | | Total Cash Compensation | 122,500 |

Performance Compensation

• Director equity awards (structure):

  • Annual equity grant (deferred stock units): $170,000, granted on first business day following Annual Meeting; units vested at grant; settlement deferred until separation or re-deferral for ≥5 years; dividend equivalents credited in stock units or paid in cash at director’s option .
  • 2024 grant details: 1,761 stock units at $96.51 per unit ($170,000) on May 21, 2024 for all non-employee directors elected at the Annual Meeting (includes Dwight A. McBride) . Company does not grant stock options to directors (no options since 2006) .

• Executive compensation metrics overseen by MD&C (indicative of McBride’s committee work):

• Clawback/recoupment: Company adopted Dodd-Frank compliant clawback (Nov 2023) plus supplemental officer clawback covering incentives granted on/after Jan 1, 2024; no hedging or pledging of Company securities allowed for directors .

Other Directorships & Interlocks

• Other U.S.-listed public company boards: None for McBride .
• Compensation Committee interlocks: Company states there are no interlocks involving MD&C members (includes McBride) and Company executives .
• Related person transactions: Proxy discloses select related-person transactions; none involve McBride .

Expertise & Qualifications

• Extensive higher-education leadership with executive roles (President, Provost) across large, complex institutions; board service on multiple cultural and educational organizations .
• Skills relevant to ED: stakeholder engagement, human capital management, governance, and strategic planning; complements SEOS oversight on sustainability and MD&C oversight on talent and compensation .

Equity Ownership

• Stock ownership guidelines: Directors must hold shares equal to 5× annual retainer within five years; as of Dec 31, 2024, all directors either exceed the guideline or are within the five-year grace period and making satisfactory progress .
• Hedging/pledging: Prohibited by policy for directors .

Governance Assessment

• Board effectiveness: McBride serves on MD&C (executive pay, succession, human capital oversight) and SEOS (safety, environmental, operations, sustainability), aligning his background with ED’s strategic sustainability and workforce priorities; attendance expectations met, with robust independent director executive sessions supporting oversight .

• Alignment & incentives: Director pay mix is balanced between cash ($122,500 in 2024) and deferred equity ($170,000), with stock ownership guidelines encouraging long-term alignment; no director options or repricing practices; no hedging/pledging allowed .

• Investor confidence signals: Strong say-on-pay support (93.19% in 2024) and rigorous MD&C metrics (Adjusted EPS and Operating Budget) suggest disciplined pay-for-performance oversight, with independent consultant Mercer engaged and no compensation interlocks .

• Conflicts/related party: No disclosed related-person transactions involving McBride; not serving on other public company boards, limiting potential interlocks .

• RED FLAGS

  • None disclosed for McBride regarding related-party transactions, hedging/pledging, or attendance issues .
  • Note: Director equity awards are vested at grant (deferred), not performance-conditioned, which is typical for ED directors; performance conditions apply to executive LTIP overseen by MD&C .