L. Frederick Sutherland
Director at ED
Board
About L. Frederick Sutherland
Independent director at Consolidated Edison, Inc. (ED), age 73, serving since 2006. Former Executive Vice President and Chief Financial Officer of Aramark (1997–2015) with prior corporate banking experience at Chase Manhattan Bank; currently chairs ED’s Finance Committee and serves on Audit and Management Development & Compensation (MD&C) Committees . Independence affirmed by the Board under NYSE standards; he attended >75% of combined Board and committee meetings in 2024, with the Board holding 11 meetings and independent directors meeting in eight executive sessions; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark Corporation | Executive Vice President & Chief Financial Officer | 1997–2015 | Led financial reporting, internal auditing, M&A, financing, risk management, compliance, corporate planning |
| Aramark Corporation | Executive roles (joined company) | 1980–1997 | Senior leadership experience prior to CFO role |
| Chase Manhattan Bank | Vice President, Corporate Banking | Pre-1980 | Corporate banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colliers International Group Inc. | Director; Chair, Audit Committee | Current | Audit leadership; financial oversight |
| Sterling Check Corp. | Director; Chair, Audit Committee | Until Nov 2024 (acquisition) | Audit leadership through acquisition timing |
| Con Edison of New York | Trustee | Current | Utility governance |
| Duke University | Trustee; Chair, Audit & Compliance Committee | Current | Audit and compliance oversight in higher education |
| Episcopal Community Services | Trustee | Current | Non-profit governance |
| National Constitution Center | Trustee | Current | Non-profit governance |
| People’s Light | Trustee | Current | Non-profit governance |
Board Governance
- Committees: Audit; Finance (Chair); MD&C .
- Independence: Board determined Sutherland is independent under NYSE standards .
- Attendance and engagement: Board met 11 times in 2024; each director attended >75% of combined Board/committee meetings; independent directors held eight executive sessions; full director attendance at the 2024 Annual Meeting .
- Lead Independent Director: Michael W. Ranger; independent directors meet in executive session not fewer than three times per year .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | 156,250 | Annual cash/retainer paid for Board and committee service |
| Annual Retainer (structure, effective Apr 1, 2024) | 125,000 | Cash retainer for non-employee directors |
| Finance Committee Chair Retainer (structure) | 20,000 | Applies to committee chair roles |
| Audit Committee Member Retainer (structure) | 15,000 | For Audit members (excluding Chair) |
| Chair Retainers (Corporate Governance, Finance, MD&C, SEOS) | 20,000 each | Committee chairs (excluding Audit at $30,000) |
| Audit Committee Chair Retainer (structure) | 30,000 | For Audit Committee Chair |
| Lead Director Retainer (structure) | 35,000 | Lead independent director |
| Acting Committee Chair Fee (per meeting) | 200 | When regular Chair is absent |
The Board raised director cash/equity elements effective April 1, 2024; Mercer’s review found the prior program below median, with changes bringing compensation to approximate market median .
Performance Compensation
| Item | Detail |
|---|---|
| Annual Equity Award (Deferred Stock Units) | $170,000; granted May 21, 2024; 1,761 stock units @ $96.51; fully vested at grant; settlement deferred until separation or ≥5 years; dividend equivalents in cash or DSUs |
| Stock Units Outstanding (12/31/2024) | 83,393 units |
| Dividend Equivalents (2024) | $111,344 (on deferred stock units received in lieu of cash retainer) |
| Interest on Deferred Compensation (2024) | $23,198 |
ED does not grant stock options to officers or independent directors and has not since 2006; repricing or buyouts of underwater options are prohibited by plan design .
Other Directorships & Interlocks
| Company | Listing | Role | Committee |
|---|---|---|---|
| Colliers International Group Inc. | U.S.-listed; 1 other public board for Sutherland in summary | Director | Audit Chair |
| Sterling Check Corp. | U.S.-listed (until acquisition Nov 2024) | Director | Audit Chair |
- No related-person transactions were disclosed involving Sutherland; the proxy lists specific related party employment cases (David Sanchez and Steven Martinchuk) and describes oversight via the Related Person Transactions Policy .
Expertise & Qualifications
- Financial leadership: Former EVP & CFO (Aramark); deep experience in financial reporting, internal audit, risk management, M&A, financing, compliance, corporate planning .
- Banking background: VP Corporate Banking, Chase Manhattan Bank .
- Audit leadership: Chairs Colliers Audit Committee; prior chair at Sterling Check .
- Utility oversight: ED Finance Chair; Audit and MD&C member .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares Beneficially Owned (#) | 78,620 |
| Other Equity-Based Holdings (#) | 8,774 (vested stock units not accessible within 60 days) |
| Total Holdings (#) | 87,394 |
| Ownership as % of Shares Outstanding | <1% (346,771,733 shares outstanding as of Feb 28, 2025) |
| Vested Stock Units Accessible Within 60 Days (upon separation) | 74,620 |
| Director Stock Ownership Guidelines | 5x annual retainer within 5 years; all directors either exceed or are within grace period and making satisfactory progress |
| Hedging/Pledging | Prohibited for directors and employees; no margin accounts allowed |
Governance Assessment
- Committee effectiveness: As Finance Chair and Audit/MD&C member, Sutherland’s finance and audit expertise supports oversight of capital plans, risk management, financial reporting, and compensation governance .
- Independence & engagement: Independence affirmed; attendance exceeded Board thresholds; robust executive sessions enhance independent oversight .
- Ownership alignment: Significant deferred stock unit holdings with dividend equivalents indicate long-duration alignment; director ownership guidelines enforce minimum holding levels; hedging/pledging prohibited, reducing misalignment risk .
- Compensation structure: Cash retainer plus deferred equity (DSUs) with no options usage and enhanced 2024 elements to median aligns with market without excessive perquisites; dividend equivalents and deferred interest are disclosed .
- Conflicts and related parties: No related-person transactions disclosed for Sutherland; ED policy and committee oversight mitigate conflict risk .
Signals for investors
- Strong governance credentials: Finance Chair and Audit member with CFO background are positive for capital discipline and financial oversight .
- Alignment and risk controls: Deferred equity, ownership guidelines, and prohibitions on hedging/pledging support alignment; ED maintains clawback policies for executives and conservative equity practices (no options) .
- Shareholder engagement: ED reports high say-on-pay support (93.19% in 2024), and ongoing governance enhancements; while focused on executives, the signal reflects broader board responsiveness .
RED FLAGS: None disclosed specific to Sutherland (no pledging, no related-party transactions, no option repricing). Monitor cumulative external commitments and audit chair roles for time/attention, though ED caps external public boards and reported no overboarding in 2024 .