John Killian
CONSOLIDATED EDISONAbout John F. Killian
Independent director of Consolidated Edison, Inc. since 2007; age 70. Former EVP & CFO of Verizon Communications, with deep financial reporting and internal audit expertise; designated an “audit committee financial expert.” Education noted externally: Providence College (undergraduate) and Bentley University (graduate) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | EVP & CFO | Mar 2009–Nov 2010 | Led financial reporting; capital allocation; internal controls |
| Verizon Business | President | Oct 2005–Feb 2009 | Led enterprise operations; strategy |
| Verizon Telecom | SVP & CFO | Jun 2003–Oct 2005 | Finance leadership; budgeting |
| Verizon Corporation | SVP & Controller | Apr 2002–Jun 2003 | Corporate accounting; controls |
| Bell Atlantic / NYNEX CableComms | Various executive roles; CEO of NYNEX CableComms Limited | Prior to 2002 | Regulated consumer services; operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Con Edison Company of New York | Trustee | Ongoing | Subsidiary board oversight |
| Goldman Sachs Trust I & II | Trustee | Ongoing | Registered investment companies |
| HMH Education Company (private) | Director & Audit Committee Chair | Since 2011 (company privatized 2022) | Audit oversight; financial reporting |
| Providence College | Trustee Emeriti; former Trustee & Board Chair | Until 2018 (Chair) | Governance leadership |
| Other U.S.-listed public company boards | Count indicated: 1 | Current | As disclosed by ED (name not specified) |
Board Governance
- Independence: Board affirmatively determined Killian is independent under NYSE standards .
- Committee assignments: Audit (Chair), Corporate Governance & Nominating, Executive, Management Development & Compensation .
- Audit committee financial expert: Board designated Killian (and others) as “audit committee financial expert” per Item 407(d)(5) .
- Attendance: In 2024, Board held 11 meetings; each director attended >75% of combined Board and committee meetings. Independent directors met in executive session 8 times .
- Lead Independent Director: Michael W. Ranger (chairs Corporate Governance & Nominating; not Killian) .
Fixed Compensation
Director compensation schedule (effective April 1, 2024):
| Element | Amount ($) |
|---|---|
| Annual Retainer | 125,000 |
| Lead Director Retainer | 35,000 |
| Audit Committee Chair Retainer | 30,000 |
| Audit Committee Member Retainer (excl. Chair) | 15,000 |
| Corporate Governance & Nominating Chair Retainer | 20,000 |
| Finance Chair Retainer | 20,000 |
| MD&C Chair Retainer | 20,000 |
| Safety, Environment, Operations & Sustainability Chair Retainer | 20,000 |
| Acting Committee Chair Per Meeting Fee | 200 |
John F. Killian – Director Compensation (Amounts granted for fiscal year):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 145,000 | 152,500 |
| Stock Awards ($) | 160,000 | 170,000 |
| All Other Compensation ($) | — | — |
| Total ($) | 305,000 | 322,500 |
Grant details: On May 21, 2024, each non-employee director received 1,761 deferred stock units valued at $96.51 per share ($170,000) .
Performance Compensation
Directors do not have performance-linked pay. Annual equity is granted as vested deferred stock units with settlement deferred until separation; directors may also elect to defer cash retainers into stock units. No TSR/financial/ESG performance metrics apply to director compensation .
| Performance Metric | FY 2024 |
|---|---|
| Annual/Long-term performance conditions (Director awards) | Not applicable – DSUs vest on grant; settlement deferred |
Other Directorships & Interlocks
- Compensation consultant independence: Mercer provides advice on director/executive compensation; Compensation Committee concluded no conflicts of interest in 2024 .
- Compensation Committee interlocks: Company states there are no interlocks between MD&C members (including Killian) and Company executives .
- Board service limits: ED limits public company board service (executive directors: max one other; other directors: max three others) and disclosed no excess in 2024 .
Expertise & Qualifications
- CFO/accounting and audit leadership across large regulated consumer services and telecom; supports oversight of auditing, financial reporting, and risk management .
- Designated audit committee financial expert; financially literate per NYSE/SEC requirements .
Equity Ownership
| Metric | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 25,687 | 25,621 |
| Other Equity-Based Holdings (#) | 12,400 | 13,292 |
| Total (#) | 38,087 | 38,913 |
| Ownership % of outstanding | <1% | <1% |
- Stock ownership guidelines: Directors must own shares (including equivalents/RSUs) equal to 5× the annual retainer within five years; all directors either met the guideline or are within grace period and making progress as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and employees under Company policy; no pledging permitted .
- Insider Trading Policy: Maintained and filed with 2024 Form 10-K (Exhibit 19.1) .
Governance Assessment
- Strengths: Independent audit chair with “financial expert” designation; consistent attendance; robust ownership guidelines; prohibition on hedging/pledging; no related-person transactions disclosed involving Killian; strong say-on-pay support (93.19% in 2024) signals shareholder confidence .
- Watch items: Long tenure (director since 2007) may invite refresh scrutiny; Board mitigates via explicit balance-of-tenure goals and lead independent director structure . External board count within ED policy limits .
Election Vote Outcome (signal of investor support)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Election of Director: John F. Killian (2024 AGM) | 209,418,110 | 18,705,666 | 651,440 |
Related-Party Transactions
- Policy administered by Corporate Governance & Nominating Committee; pre-approvals for immaterial items; 2024 disclosures included two employee-family relationships (neither involved directors’ impairment of independence). No transactions disclosed involving Killian .
Director Compensation Governance
- Mercer review in Feb 2024 led to market-aligned increases (cash retainer to $125k; DSU grant to $170k; certain chair retainers to $20k), approximating peer medians .
Board Effectiveness & Risk Oversight Context
- The audit committee oversees ERM (including cybersecurity), meets separately with management and auditors, and reviews semi-annual cybersecurity reports—Killian’s chair role strengthens oversight rigor .
Overall, Killian’s profile reflects strong audit and financial oversight credentials, sustained engagement, and alignment with ED’s governance policies, with no disclosed conflicts or attendance concerns .