Matthew Ketschke
President, Con Edison of New York at ED
Executive
About Matthew Ketschke
President of Consolidated Edison Company of New York (CECONY) and a Named Executive Officer of Consolidated Edison, Inc. as of year-end 2024 . Company performance relevant to his incentives in 2024: Adjusted EPS was $5.40 vs a $5.30 target, Net Income was $1,820 million, and Con Edison’s pay-versus-performance TSR value of an initial $100 investment was $118.52 vs $137.73 for the S&P 500 Utilities; these metrics inform annual and long-term payouts . The proxy discloses no age or education details for Mr. Ketschke.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Consolidated Edison Company of New York | President | 2023–present | Leads regulated utility operations with strong operating metric outcomes tied to incentives |
External Roles
No external directorships or outside roles are disclosed for Mr. Ketschke in the proxy.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | $666,167 | $789,000 | $822,000 |
| Annual rate of base salary at year-end ($) | — | $800,000 | $824,000 |
| Target annual bonus (% of base) | — | — | 80% |
| Actual cash bonus paid ($) | $677,100 | $772,500 | $927,500 |
Performance Compensation
2024 annual incentive calculation (company and CECONY components specific to Mr. Ketschke):
| Metric | Weighting (%) | Target | Actual | Payout (% of target) | Weighting earned (%) |
|---|---|---|---|---|---|
| Adjusted EPS (Company) | 30 | $5.30 | $5.40 | 138.0% | 41.4 |
| Adjusted Net Income (CECONY) | 25 | $1,719.0 mm | $1,748.0 mm | 134.0% | 33.5 |
| Operating Budget (CECONY) | 10 | $1,919.0 mm | $1,918.0 mm | 103.4% | 10.3 |
| Operating Objectives (CECONY aggregate) | 35 | — | — | — | 55.5 |
| Total weighting earned | 100 | — | — | — | 140.7 |
2024 LTIP design and award:
| Component | Weight in LTIP (%) | Maximum payout | Vesting | 2024 award (units) |
|---|---|---|---|---|
| Performance units – TSR vs peer group | 50 | 200% of target | Performance period 2024–2026 | 19,600 |
| Performance units – cumulative Adjusted EPS | 30 | 200% of target | Performance period 2024–2026 | 19,600 (part of total above) |
| Performance units – Operating Objectives | 20 | 150% of target | Performance period 2024–2026 | 19,600 (part of total above) |
| Time-based RSUs | 30 (of LTIP grant mix) | N/A | Vests 12/31/2026 | 8,400 |
Operating execution signals (CECONY 2024 operating objectives, sample outcomes):
- Reliability performance metrics achieved 99.9% resulting in 195% payout leverage; Call Answer Rate 70.0% at 200% payout; Operating Errors 35 at 200% payout .
- Overall operating objectives weighting earned 55.5% (out of 35% weighting), reflecting strong execution across safety, environment, operations, and customer experience .
2022–2024 long-term award vesting realized in 2024:
- 2022–2024 performance units vested 16,912 shares ($1,619,493 value using 2/18/2025 close) .
- 2022–2024 time-based RSUs vested 6,600 shares ($588,456 value using 12/30/2024 close) .
Equity Ownership & Alignment
Ownership and unvested awards:
| Date | Shares beneficially owned (#) | Other equity-based holdings (#) | Total holdings (#) | Ownership vs shares outstanding |
|---|---|---|---|---|
| Feb 29, 2024 | 690 | 21,448 | 22,138 | <1% |
| Feb 28, 2025 | 690 | 35,240 | 35,930 | <1% |
Unvested awards as of 12/31/2024 (Outstanding Equity Awards Table):
- Performance units: 12,700 (2023–2025 cycle) and 19,600 (2024–2026 cycle) .
- Time-based RSUs: 5,500 (vest 12/31/2025) and 8,400 (vest 12/31/2026) .
Ownership policy and trading restrictions:
- Officer stock ownership guideline: 3× base salary; all current NEOs are meeting or making reasonable progress toward guidelines as of 12/31/2024 .
- No hedging or pledging of Company securities permitted; no options outstanding and Company does not grant options .
Employment Terms
Severance and change-in-control economics (Severance Program illustrative amounts for Mr. Ketschke, assuming 12/31/2024 separation):
| Scenario | Severance ($) | LTI treatment ($) | Supplemental retirement payments ($) | Benefits & perqs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause (pre-CIC) | $2,142,400 | $4,122,426 (subject to plan terms) | $741,880 | $67,372 | $7,074,078 |
| Termination without Cause or Resignation for Good Reason (post-CIC) | $3,625,600 | $4,122,426 | $1,483,760 | $109,744 | $9,341,530 |
| Retirement | — | $4,122,426 | $741,880 | $67,372 | $4,946,426 |
Program mechanics and protections:
- Severance multiples: 1× base plus target bonus pre-CIC; 2× base plus target bonus post-CIC; includes additional service credit and benefit continuation as described .
- Equity acceleration: Generally double-trigger (CIC plus qualifying termination); performance awards vest pro rata at target upon CIC separation unless the Committee determines otherwise .
- Section 280G “cut-back” to avoid excise tax if net after-tax is higher; no golden parachute excise tax gross-ups .
- Clawbacks: Dodd-Frank compliant recoupment for restatements; Supplemental clawback allowing recovery for cause events and restatements for awards granted on/after 1/1/2024 .
Deferred Compensation and Retirement
Non-qualified deferred compensation (as of 12/31/2024):
- Deferred Income Plan: Executive contributions $28,620, Company match $14,310, earnings $51,062, aggregate balance $251,881 . Defined benefit pension present value (as of 12/31/2024):
- Retirement Plan $1,304,447; Supplemental Retirement Income Plan $4,438,856; 30 years credited service .
Summary Compensation (SEC-reported)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | Change in Pension Value ($) | All Other Compensation ($) | SEC Total ($) | SEC Total without Pension ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $666,167 | $1,726,692 | $677,100 | — | $41,140 | $3,111,099 | $3,111,099 |
| 2023 | $789,000 | $1,625,260 | $772,500 | $1,658,695 | $48,537 | $4,893,992 | $3,235,297 |
| 2024 | $822,000 | $2,470,440 | $927,500 | $1,067,504 | $54,131 | $5,341,575 | $4,274,071 |
Governance, Peer Benchmarking, and Say-on-Pay
- Compensation peer group consists of large regulated utilities; Con Edison positions NEO target total direct compensation around median for comparable roles .
- Say-on-pay support: 93.19% approval in 2024; prior years also strong (93.57% in 2023; 93.04% in 2022) .
Related Party Transactions
- The Corporate Governance & Nominating Committee reviewed a transaction involving Mr. Ketschke’s spouse (retired in 2023), with aggregate compensation of ~$910,367; it was approved under the Related Person Transactions Policy .
Investment Implications
- Incentive alignment favors operational execution: 60% of Mr. Ketschke’s 2024 annual incentive weighting was tied to CECONY-specific objectives (Adjusted Net Income, Operating Budget, and a 35% operating objectives slate), which were exceeded, reinforcing near-term earnings quality and reliability KPIs focus .
- Long-term equity is predominantly performance-based (70%), tied to TSR vs peers, multi-year Adjusted EPS, and strategic operating objectives; time-based RSUs vesting on 12/31/2026 create known vest windows that can coincide with potential liquidity needs but hedging/pledging is prohibited, lowering leverage-related selling risk .
- Ownership is modest (<1% of shares outstanding), with increasing equity-based holdings year-over-year, and a 3× salary ownership guideline fostering continued alignment; no options outstanding reduces repricing risk and windfall asymmetry .
- Retention risk appears contained: Severance and CIC provisions are market-standard with double-trigger equity treatment and 280G cut-back; robust clawbacks add downside accountability, and pension plus deferred balances provide long-term anchors .
- Company-level performance context in 2024 (Adjusted EPS $5.40; Net Income $1,820mm; pay-versus-performance TSR $118.52 vs S&P Utilities $137.73) suggests incentives paid against tangible financials, but TSR underperformance vs sector highlights peer-relative pressure in the TSR component of LTIP .