Karol Mason
Director at ED
Board
About Karol V. Mason
Karol V. Mason, age 67, has served as an independent director of Consolidated Edison, Inc. (ED) since 2021 and is President of John Jay College of Criminal Justice (CUNY) since August 2017 . Her background includes senior U.S. Department of Justice roles (Assistant Attorney General, Office of Justice Programs, 2013–2017; Deputy Associate Attorney General, 2009–2012) and partnership at Alston & Bird LLP (1990–2009; 2012–2013), providing legal, government, and governance expertise to ED’s board . She currently serves on ED’s Corporate Governance & Nominating Committee and the Safety, Environment, Operations & Sustainability Committee, and is a Trustee of Consolidated Edison Company of New York, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | Assistant Attorney General, Office of Justice Programs | 2013–2017 | Senior DOJ leadership; policy and program oversight |
| U.S. Department of Justice | Deputy Associate Attorney General | 2009–2012 | Department-wide coordination role |
| Alston & Bird LLP | Partner (and earlier attorney) | Partner 1990–2009; 2012–2013; Attorney 1983–1990 | Corporate law and leadership experience |
| U.S. District Court, N.D. Ill. | Judicial Law Clerk to Judge John F. Grady | 1982–1983 | Judicial experience |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| John Jay College of Criminal Justice (CUNY) | President | Aug 2017–Present | Leads a senior liberal arts college focused on justice |
| Volcker Alliance | Board Member | Jan 2025–Present | Public policy nonprofit governance role |
| Independent Rikers Commission | Member | Nov 2023–Present | Criminal justice advisory role |
| UNC–Chapel Hill (Multiple) | Advisory Boards: Carolina Performing Arts; Institute for Arts & Humanities | N/A | Higher-ed advisory roles |
| Fines and Fees Justice Center | Advisory Board | N/A | Justice policy advisory |
| UNC–Chapel Hill | Trustee and Vice Chair (former) | Former | University governance |
| Multiple Arts/Nonprofits (Woodruff Arts Center; Children’s Healthcare of Atlanta; High Museum; National Black Arts Festival; Wesley Homes; Atlanta-Fulton County Recreation Authority) | Director/Trustee (former) | Various (to 2013/2009/2009/2000/2008/1998) | Civic and cultural governance |
Board Governance
- Independence: The board has affirmatively determined Mason is independent under NYSE standards .
- Committees: Corporate Governance & Nominating; Safety, Environment, Operations & Sustainability .
- Attendance/Engagement: In 2024, the board held 11 meetings; each director attended more than 75% of combined board and committee meetings; all directors attended the 2024 annual meeting; independent directors met in eight executive sessions .
- Board structure: Lead Independent Director framework and annual self-assessments in place .
2025 Director Election Support
| Measure | Votes |
|---|---|
| For | 237,372,227 |
| Against | 2,972,067 |
| Abstentions | 744,248 |
Fixed Compensation
- Director pay program (effective April 1, 2024): annual retainer $125,000; Lead Director retainer $35,000; Audit Chair $30,000; Audit member $15,000; other committee chairs $20,000; acting chair fee $200/meeting; annual DSU grant $170,000 .
- For Mason specifically:
| Year (Fiscal) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 115,000 | 160,000 | 1,000 | 276,000 |
| 2024 | 122,500 | 170,000 | — | 292,500 |
Notes: In February 2024 the board increased the cash retainer (from $115,000 to $125,000) and the DSU grant (from $160,000 to $170,000) to align pay with peer medians; certain chair retainers were also raised to $20,000 .
Performance Compensation
- Annual equity grant for non-employee directors is in deferred stock units (DSUs) valued at $170,000 (2024 grants), vested upon grant, with settlement automatically deferred until board service ends or for at least five years (director-electable deferral) .
- Directors may elect to defer cash retainers into DSUs; dividend equivalents are credited in DSUs or paid in cash at the director’s option .
- Grant timing policy: non-option equity awards to independent directors granted on the first business day following the annual meeting; company has not issued stock options to directors since 2006 and generally prohibits option grants when in possession of MNPI .
| Feature | 2023 | 2024 |
|---|---|---|
| Annual DSU grant value | $160,000 | $170,000 |
| Vesting | Vested at grant | Vested at grant |
| Settlement | Deferred to separation or ≥5 years | Deferred to separation or ≥5 years |
| Dividend equivalents | DSUs or cash | DSUs or cash |
| Options | None outstanding/issued | None; policy prohibits repricing/buyouts; no options since 2006 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other U.S.-listed public company boards | None disclosed for Mason |
Expertise & Qualifications
- Leadership of a major public college focused on criminal justice; legal experience as a long-tenured law firm partner; senior federal government service—skills relevant to governance, compliance, risk oversight, and stakeholder relations .
Equity Ownership
- Stock ownership guidelines: within five years of joining the board, directors should hold shares (including RSUs/DSUs) equal to 5x annual cash retainer; as of 12/31/2024, all directors either exceeded the guideline or were within the five-year grace period and making satisfactory progress .
- Hedging/pledging: Company policy prohibits directors and employees from shorting, hedging, or pledging company securities or holding them in margin accounts .
| As-of Date | Shares Beneficially Owned (#) | Other Equity-Based Holdings (#) | Total (#) | Ownership as % of Outstanding |
|---|---|---|---|---|
| Feb 29, 2024 | — | 6,328 | 6,328 | Each director/officer <1% of 345,567,126 shares |
| Feb 28, 2025 | — | 8,346 | 8,346 | Each director/officer <1% of 346,771,733 shares |
Notes: “Other Equity-Based Holdings” represents vested DSUs not convertible within 60 days; “Shares Beneficially Owned” includes any units convertible within 60 days, of which Mason had none as of these dates .
Related-Party/Conflicts Review
- Related person transactions are reviewed under a board policy administered by the Corporate Governance & Nominating Committee with categorical immateriality thresholds and pre-approval parameters .
- Recent related-person disclosures included specific employee-family relationships; none referenced Mason .
- Independence reaffirmed for Mason in 2024 and 2025 proxy statements .
Say‑on‑Pay & Investor Sentiment (Context)
- 2024 say‑on‑pay approval: 93.19% support, reflecting positive investor sentiment on compensation governance .
- 2025 annual meeting voting: say‑on‑pay received 222,281,526 votes “for,” 17,281,530 “against,” and 1,525,486 abstentions (broker non‑votes 51,610,187) .
- Mason’s 2025 director election support shown above indicates strong shareholder backing .
Governance Assessment
- Strengths: Independent status; active service on governance and sustainability/operations committees; strong shareholder support in 2025 election; robust attendance; and alignment mechanisms via mandatory DSU ownership build and no-hedge/no‑pledge policy .
- Alignment/Incentives: Balanced cash/equity mix with increased retainers/grants in 2024 to market median; DSUs vest immediately but are deferred, increasing ownership alignment; directors may defer cash into equity .
- Conflicts: No related‑party transactions disclosed involving Mason; policy oversight and categorical immateriality standards mitigate risks; no other U.S.-listed board seats reduce interlock risk .
- Signals: Consistent high say‑on‑pay support and substantial “for” votes in 2025 suggest investor confidence in governance and board composition, including Mason’s role .