Kirkland Andrews
Senior Vice President and Chief Financial Officer at ED
Executive
About Kirkland Andrews
Kirkland B. Andrews is Senior Vice President and Chief Financial Officer (principal financial officer) of Consolidated Edison, Inc. (ED) and Consolidated Edison Company of New York, effective July 8, 2024; he was age 56 at appointment and previously served as CFO of Evergy and NRG after senior investment banking roles at Deutsche Bank and Citigroup; he holds a degree from Wake Forest University and an MBA from the University of Virginia . ED’s 2024 executive incentive plan paid out at 142.3% of target on company and operating metrics (Adjusted EPS, operating budget, NY/O&R operating objectives), and the company reported that 2024 TSR increased slightly but underperformed the S&P 500 Utilities sector, with long-term incentives tied 70% to performance units weighted to relative TSR (50%) and 3-year Adjusted EPS (30%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evergy, Inc. | Executive Vice President & Chief Financial Officer | 2021–2024 | Public-utility CFO; part of succession to ED CFO role . |
| NRG Energy, Inc. | Executive Vice President & Chief Financial Officer | 2011–2021 | Led finance at integrated power company before joining Evergy . |
| Deutsche Bank Securities; Citigroup Global Markets | Managing Director (Investment Banking) | Not disclosed | Senior capital markets and advisory experience prior to operating CFO roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RPM International Inc. (NYSE: RPM) | Director; Audit Committee member; previously co-chair of Operating Improvement Committee | Current | Ongoing external public board role while serving as ED CFO . |
Fixed Compensation
| Item | Details |
|---|---|
| Base salary | $810,000 initial annual base salary (offer June 4, 2024; effective with start) . |
| Target annual bonus (EIP) | 80% of base salary (no 2024 prorating despite mid-year start) . |
| 2024 actual annual incentive | $922,100 paid (based on 142.3% “Weighting Earned”) . |
| Perquisites and other | 2024 perqs/other totaled $42,561 (notably relocation $12,272 and tax gross-up on relocation $8,747) . |
| Retirement/Savings company contributions (2024) | Qualified defined contribution pension formula $10,506; Non-qualified defined contribution pension formula $8,331 . |
| Employment status | At-will . |
Performance Compensation
Annual Incentive Plan (EIP) – 2024 Outcome and Mechanics
| Metric | Target weight (%) | Actual/Payout | Weighting earned (%) |
|---|---|---|---|
| Adjusted EPS (Company) | 55 | 101.9% of target; payout 138% | 75.9 |
| Operating Budget (Company) | 10 | Actual $2,114.0mm vs $2,110.0mm target; payout 98% | 9.8 |
| Operating Objectives – Con Edison of New York | 30 | Aggregated operating metrics; result 55.5% weighting earned | 47.6 |
| Operating Objectives – Orange & Rockland | 5 | Result 9.0% weighting earned | 9.0 |
| Total | 100 | Company-wide EIP “Weighting Earned” 142.3% | 142.3 |
Additional EIP design notes:
- 2024 target ranges and payout scaling updated; CEO can recommend, Committee sets targets; executives may defer cash into deferred income plan .
- Target award opportunity for Andrews under EIP shown in Grants of Plan-Based Awards table: Threshold $324,000; Target $648,000; Maximum $1,296,000 .
Long-Term Incentive Plan (LTIP) – Design and Andrews-specific grants
| Component | Design / Weighting | Targets and vesting | Andrews specifics |
|---|---|---|---|
| Performance-based RSUs (Performance Units) | 70% of LTIP; 3-year performance | Metrics: Relative TSR vs comp peer group (50%): 25th/50th/90th percentile = 25%/100%/200% payout; 3-year cumulative Adjusted EPS (30%): target $16.82, max ≥$18.84; Operating Objectives (20%): multi-year work plans (cyber, clean energy, transmission), max 150% each; aggregate max 190% . | Andrews’ first regular LTIP grant targeted at 210% of salary, made in Feb 2025 per offer (mix consistent with program) . |
| Time-based RSUs | 30% of LTIP; vest in full end of 3rd calendar year after grant . | No dividends accrue before vesting; deferral options available . | One-time make-whole: 50,893 time-based RSUs, vesting 34%/33%/33% on first/second/third anniversaries of July 8, 2024 (i.e., July 8, 2025/2026/2027), subject to continued employment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | None reported for Kirkland Andrews in proxy ownership table (0 shares beneficially owned; no other equity-based holdings shown) . |
| Unvested equity | 50,893 time-based RSUs from make-whole grant (vest 34%/33%/33% on anniversaries of July 8, 2024) . |
| Options | Company states no outstanding stock options; options not granted historically in recent years . |
| Stock ownership guidelines | CFO guideline 3x base salary; five years from January 1 following appointment to meet; as of Dec 31, 2024 all current NEOs either met or are making reasonable progress toward guidelines . |
| Hedging/pledging | Prohibited for directors and employees; no shorting/hedging/pledging or margin accounts allowed by policy . |
Employment Terms
| Topic | Terms |
|---|---|
| Start date / Role | Effective July 8, 2024, Senior Vice President & CFO (principal financial officer) . |
| Cash comp | Base $810,000; EIP target 80% of salary . |
| LTIP | Target LTIP equal to 210% of base salary, with first regular grant in Feb 2025; 70% performance-based, 30% time-based per program . |
| Inducement equity | One-time make-whole: $4,500,000 grant date fair value → 50,893 time-based RSUs vesting 34%/33%/33% on 1st/2nd/3rd anniversaries of 7/8/2024 . |
| At-will status | Employment is at-will . |
| Relocation | Reimbursement of relocation expenses and related tax gross-up; 2024 amounts: relocation $12,272; gross-up $8,747 . |
| Clawbacks | Dodd-Frank-compliant recoupment policy (mandatory for restatements) plus supplemental officer clawback covering cash and equity for awards on/after Jan 1, 2024 and certain “cause” events . |
| Severance (no CIC) | If terminated without Cause: cash = (i) unpaid salary and prorated target bonus through date, (ii) NPV of one additional year of retirement credits, (iii) 1x (base + target bonus); plus 1 year continuation of health/life and service credit toward retiree benefits; plus one year outplacement . |
| Severance (with CIC, double-trigger) | If terminated without Cause or resign for Good Reason following a CIC: same structure but 2x for retirement credits, cash multiple, and benefits; LTIP requires CIC plus qualifying termination for payout; performance units vest pro rata at target upon CIC Separation from Service unless Committee decides otherwise . |
| 280G excise taxes | “Cut-back” to avoid 4999 excise tax if it produces greater net after-tax benefit; no excise tax gross-up . |
| Say-on-pay context | 2024 say-on-pay support: 93.19% “for” . |
| Governance limits | No single-trigger acceleration; no option repricing/buyouts; limited perquisites; no stock options outstanding . |
Compensation Peer Group and Benchmarking
- ED benchmarks NEO pay to median of a designated utility peer group and uses that same group for relative TSR; no changes to the peer group in 2024. ED’s 2023 revenue ranked at the 61st percentile vs peers (ED $14,683mm; peer median $12,745mm) .
- 2024 target total direct compensation for NEOs, including CFO, designed to be competitive around median levels; CFO’s target mix: base $810k, target cash $1.458mm, target LTIP $1.701mm (84% of peer median LTIP), target TDC ~$3.159mm (90% of peer median) .
Performance Compensation Details (Design Reference)
| LTIP metric | Weight | Threshold/Target/Max | Notes |
|---|---|---|---|
| Relative TSR vs peers | 50% | 25th/50th/90th percentile = 25%/100%/200% payout | Peer set fixed at grant; interpolation between points . |
| 3-yr cumulative Adjusted EPS | 30% | Target $16.82; Max ≥$18.84; 0% below $14.80 | Non-GAAP; reconciliations in Appendix A . |
| Operating objectives (3-yr) | 20% | Programmatic targets (cybersecurity, clean energy/electrification, transmission projects), 0/100/150% scale | Multi-year work plans approved by Committee . |
Equity Vesting and Potential Selling Pressure
- Inducement RSUs create three step-up vesting events around July 8 of 2025, 2026, and 2027 (34%/33%/33% of 50,893 units), which may lead to scheduled share settlements and associated tax-withholding sales unless elected otherwise; policy prohibits hedging/pledging, and officers are expected to retain at least 25% of net shares until ownership guidelines are met .
Investment Implications
- Alignment and incentives: Andrews’ package leans heavily to performance-based pay going forward (EIP + LTIP at 70% performance units), with a meaningful one-time, time-based “make-whole” grant standard for lateral CFO hires; stock ownership guidelines (3x salary) and stringent no-hedging/pledging and clawback policies support alignment .
- Retention calculus: The three-year vest schedule of the 50,893 inducement RSUs is a clear retention lever through mid-2027; moderate severance (1x cash; 2x upon double-trigger CIC) balances retention with shareholder discipline .
- Near-term trading/supply: Time-based RSU vests in 2025–2027 create periodic settlement events; while Andrews had no reported beneficially owned shares as of Feb 2025, the unvested RSU overhang is material; insider trading policy and guideline retention requirements mitigate indiscriminate selling pressure .
- Pay-for-performance: 2024 EIP payout at 142.3% reflects outperformance on Adjusted EPS and operating metrics; LTIP ties half of value to relative TSR, embedding market-based accountability; say-on-pay support of 93.19% suggests investor acceptance of program design and changes .
- Risk flags: No excise tax gross-ups; double-trigger equity vesting; robust clawbacks; no stock options or repricings; governance terms generally investor-friendly, reducing change-in-control windfall and misalignment risk .
Sources: ED 2025 DEF 14A and June 10, 2024 8-K/press release, as cited.