Michael Ranger
About Michael W. Ranger
Independent Lead Director at Consolidated Edison, Inc. (ED) since 2008 (age 67). Senior Managing Director at Diamond Castle Holdings LLC (private equity) since 2004; former President & CEO of Covanta Holding Corporation (2020–Nov 2021). Two decades of energy and power investment banking experience (Credit Suisse First Boston, Donaldson, Lufkin & Jenrette, DLJ Global Energy Partners, Drexel Burnham Lambert; member of Bankers Trust’s Utility Banking Group). Independent under NYSE standards and designated Lead Director since January 2018, with governance responsibilities spanning committee oversight, succession planning, and stockholder liaison roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Castle Holdings LLC | Senior Managing Director | 2004–present | Private equity leadership; energy/power investing expertise |
| Covanta Holding Corporation | President & CEO | 2020–Nov 2021 | Led energy-from-waste company; sector operating experience |
| Credit Suisse First Boston; DLJ; DLJ Global Energy Partners; Drexel Burnham Lambert | Investment banker (energy/power) | 20 years (not individually dated) | Energy/power capital markets expertise |
| Bankers Trust (Utility Banking Group) | Banker | Not disclosed | Utility finance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Con Edison of New York | Trustee | Current | ED subsidiary board role |
| Atlantic Health System | Trustee | Current | Non-profit healthcare governance |
| St. Lawrence University | Chairman, Board of Trustees | Until Feb 2023 | Higher ed governance leadership |
| KDC Solar LLC | Director | Through 2019 | Solar development; ended 2019 |
| Covanta Holding Corporation | Director | Until Nov 2021 | Ended with role transition |
| Other U.S.-Listed Public Company Boards | — | Current | None (per ED proxy summary) |
Board Governance
- Independence: Affirmed independent under NYSE standards; serves as Lead Independent Director and chairs the Corporate Governance & Nominating (CGN) Committee .
- Committee memberships and chair roles:
- Corporate Governance & Nominating (Chair & Lead Director)
- Audit
- Executive
- Finance
- Management Development & Compensation (MD&C)
- Meeting intensity (2024):
- Board: 11 meetings; each director >75% attendance; all directors attended the 2024 annual meeting; independent directors held 8 executive sessions chaired by the Lead Director .
- Audit: 6 meetings
- CGN: 4 meetings
- Executive: 0 meetings
- Finance: 8 meetings
- MD&C: 6 meetings (Mercer attended 3)
- Lead Director duties: Chairs independent executive sessions; coordinates agendas and information flow; stockholder consultation; governance risk oversight and succession planning .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | 191,250 | Actual cash received |
| Annual Retainer (policy, effective 4/1/2024) | 125,000 | Board cash retainer |
| Lead Director Retainer (policy) | 35,000 | Additional cash retainer for Lead Director |
| CGN Committee Chair Retainer (policy) | 20,000 | Chair premium (CGN) |
| Audit Committee Member Retainer (policy) | 15,000 | Additional for Audit members (excluding chair) |
| Acting Committee Chair Fee (per meeting, policy) | 200 | When acting in Chair’s absence |
Mercer’s 2024 review led to increases effective April 1, 2024: board cash retainer to $125k, equity DSUs to $170k, and certain chair retainers to $20k (Audit chair $30k), aligning to market median .
Performance Compensation
| Component | Grant Details | Accounting Value ($) | Vesting/Settlement | Dividend Equivalents |
|---|---|---|---|---|
| Annual Deferred Stock Units (DSUs) | 1,761 units on May 21, 2024 at $96.51/unit | 170,000 | Vested upon grant; settlement deferred to separation or ≥5 years; optional deferral of cash retainers into DSUs | Paid as DSUs or cash at director’s election; fully vested; for Ranger, dividend equivalents accrued in 2024 tied to DSUs in lieu of cash retainer totaled $154,825 |
Performance metrics tied to director compensation: None disclosed; director equity is time-based DSUs (no TSR/operational metrics for directors) .
Director Compensation (FY2024 Actuals)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Michael W. Ranger | 191,250 | 170,000 | 154,825 | 516,075 |
Footnotes: “All Other Compensation” includes matching gifts (up to $5,000) and dividend equivalents on DSUs elected in lieu of cash retainer; Ranger’s $154,825 reflects dividend equivalents accrued on deferred stock units received in lieu of cash retainer .
Other Directorships & Interlocks
| Company/Organization | Sector | Relationship to ED | Potential Conflict |
|---|---|---|---|
| Covanta Holding Corporation (former) | Energy-from-waste | No disclosed current ties | None disclosed; tenure ended Nov 2021 |
| KDC Solar LLC (former) | Solar development | No disclosed current ties | None disclosed; tenure ended 2019 |
| Atlantic Health System (trustee) | Healthcare | Unrelated | None disclosed |
| St. Lawrence University (former chair) | Education | Unrelated | None disclosed |
| Other U.S.-listed boards (current) | — | — | None (proxy lists “—”) |
Related-person transactions policy: CGN Committee oversees; categorical immaterial relationships defined; approvals and pre-approvals detailed. 2024 disclosures list specific relationships involving relatives of certain executives (no identification of Ranger), reviewed and approved per policy .
Expertise & Qualifications
- Energy/utility/power sector investing and banking; strategic finance and risk oversight experience .
- Lead Director governance experience (chairing CGN; stockholder engagement; succession planning) .
- Audit committee experience and financial oversight background .
- Strategic planning and finance committee participation supporting capital allocation and dividend policy oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (#) | 92,208 | Represents vested stock units; may obtain investment/voting power within 60 days following separation |
| Other Equity-Based Holdings (#) | — | No additional units classified as not available within 60 days |
| Total Holdings (#) | 92,208 | Less than 1% of outstanding shares |
| Director Stock Ownership Guidelines | 5x annual retainer within 5 years; all directors exceed or are progressing within grace period as of 12/31/2024 | |
| Hedging/Pledging | Prohibited for directors and employees |
Shareholder Voting Signal (2025 Annual Meeting)
| Director | For | Against | Abstentions |
|---|---|---|---|
| Michael W. Ranger | 220,323,114 | 20,139,066 | 626,362 |
Advisory vote on NEO compensation at the same meeting: 222,281,526 For; 17,281,530 Against; 1,525,486 Abstentions; 51,610,187 broker non-votes . Prior say‑on‑pay approval: 93.19% support in 2024 .
Governance Assessment
- Strengths: Long-tenured independent Lead Director with deep sector finance expertise; chairs CGN and serves on Audit/Finance/MD&C; robust attendance and executive sessions; strong stockholder support in 2025 vote; alignment via DSUs and stock ownership guidelines; no hedging/pledging; clear related-person transaction controls .
- Pay structure: Director compensation balanced between fixed cash (including Lead Director and chair retainers) and time-based DSUs; 2024 adjustments moved pay to market median while maintaining governance-friendly features (no options; deferred settlement; dividend equivalents) .
- Potential risks/RED FLAGS to monitor: Tenure length (since 2008) warrants ongoing refresh considerations; private equity affiliation could present perceived conflicts if ED engages with portfolio companies—no related transactions disclosed, but continued oversight via CGN policy is advisable . No specific attendance or related-party issues flagged for Ranger in 2024 disclosures .