Linda Sanford
CONSOLIDATED EDISONAbout Linda S. Sanford
Independent director of Consolidated Edison, Inc. (ED) since 2015; age 72. Former Senior Vice President, Enterprise Transformation at IBM (2003–2014) and later an Operating Executive (consultant) at The Carlyle Group (2015–July 2018). Holds a CERT Certificate in Cybersecurity Oversight from NACD, bringing deep technology, cyber, data analytics, and transformation expertise to ED’s board work . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Business Machines (IBM) | SVP, Enterprise Transformation | 2003–2014 | Led large-scale tech and operations transformation; IT, data analytics, cybersecurity expertise |
| The Carlyle Group | Operating Executive (consultant) | 2015–Jul 2018 | Operational value creation across portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Interpublic Group of Companies, Inc. | Director | Current | Public company directorship; marketing/advertising sector |
| ITT Corporation | Director | Former | Prior public board |
| RELX PLC (formerly Reed Elsevier PLC) | Director | Former | Prior public board |
| Pitney Bowes | Director | Former | Prior public board |
| New York Hall of Science | Trustee | Current | Non-profit board |
| St. John’s University; Rensselaer Polytechnic Institute | Trustee Emeriti | Current | Academic governance |
Board Governance
- Committee assignments: Audit; Corporate Governance & Nominating; Finance (not a chair) .
- Engagement: Board held 11 meetings in 2024; all directors attended >75% of combined Board/Committee meetings; independent directors held 8 executive sessions; all directors attended the 2024 Annual Meeting .
- Independence: Board majority independent; Sanford deemed independent; ED maintains explicit independence standards and related-party thresholds .
- Committee activity levels (FY 2024): Audit (6 meetings); Corporate Governance & Nominating (4); Finance (8) .
- Lead Independent Director structure and responsibilities (chairing CG&N, executive sessions, agenda coordination) enhance board effectiveness .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Effective 4/1/2024 |
| Audit Committee member retainer | $15,000 | Excludes chair |
| Committee chair retainers | $20,000 for CG&N, Finance, SEOS; $30,000 Audit | Sanford not a chair |
| Fees earned (Sanford) | $137,500 | Actual cash received FY 2024 |
| Meeting fees | $200 if acting chair per meeting | Only when chair absent |
Stock Ownership Guidelines: Non-employee directors must hold shares/units valued at 5x annual retainer within five years; as of 12/31/2024, all directors either exceeded or are within grace period with satisfactory progress .
Performance Compensation
| Equity Component | Grant Date | Units / Value | Vesting / Settlement | Notes |
|---|---|---|---|---|
| Annual Deferred Stock Units (DSUs) | May 21, 2024 | 1,761 units; $170,000 total (valued at $96.51/unit) | Vested upon grant; settlement deferred until separation (or ≥5 years if elected) | Dividend equivalents credited as additional DSUs or paid in cash at director’s option |
- ED does not grant stock options to directors and has not issued options since 2006; repricing prohibited; accelerations generally require double-trigger change-in-control for employees (director equity is deferred) .
- Hedging/pledging prohibited for directors; supports alignment .
Other Directorships & Interlocks
| Company | Sector | Potential Conflict Exposure |
|---|---|---|
| Interpublic Group (IPG) | Marketing/Advertising | No related-party transactions disclosed involving Sanford; ED policy overseen by CG&N with pre-approval thresholds . |
Board service limits: Non-executive directors may serve on no more than three other public company boards; ED reports compliance in 2024 .
Expertise & Qualifications
- Technology, cybersecurity oversight (CERT certificate), data analytics, manufacturing, customer relations, and corporate planning/transformation skills .
- Committee fit: Audit (financial integrity/cyber risk), CG&N (governance/related-party oversight), Finance (capital plans/dividends/forecasts) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Other Equity-Based Holdings (#) | Total Holdings (#) | Notes |
|---|---|---|---|---|
| Linda S. Sanford | 25,488 | 0 | 25,488 | Beneficial ownership includes vested stock units eligible for power within 60 days post-separation: 23,088 units . |
| DSUs outstanding (12/31/2024) | — | — | 23,088 units | Aggregate DSUs outstanding reported in director comp footnote . |
| Ownership % of outstanding | <1% | — | — | Company-wide threshold note . |
Governance Assessment
- Strengths: Independence, strong attendance, multiple core committees (Audit/CG&N/Finance), technology and cybersecurity oversight skills matched to ED’s identified enterprise cyber risk; formal stock ownership policy; anti-hedging/pledging; transparent director compensation reviewed against peer medians; robust shareholder engagement with strong say-on-pay outcomes (93.19% “for” in 2024) .
- Compensation alignment: Cash retainer and DSUs with deferred settlement support long-term alignment; no options or repricing and limited perquisites .
- Conflicts/related party: ED discloses related-person transactions for certain employees/spouses; no transactions disclosed involving Sanford; CG&N oversees such matters with defined thresholds and chair pre-approval authority under $1.0M .
- Risk indicators: None disclosed specific to Sanford (no Section 16 delinquencies noted in proxy’s delinquent reports section; ED notes compliance and posts any conduct waivers—none to date) .
Overall signal: Sanford’s long tenure, independent status, and committee mix (including Audit and CG&N oversight of cyber, finance, and related-party policies) support board effectiveness and investor confidence; compensation/ownership structures reinforce alignment with shareholders .