Timothy Cawley
About Timothy P. Cawley
Timothy P. Cawley, age 60, is Chairman of the Board (since Jan 1, 2022) and President & CEO of Consolidated Edison, Inc. (since Dec 29, 2020); he joined Con Edison in 1987 and previously led key subsidiaries and operations across electric and gas . During his tenure, executive pay design emphasizes long-term, performance-based equity and multi-metric incentives, with strong governance (independent Lead Director, clawbacks, no hedging/pledging) to align with shareholders . Recent performance metrics used in incentive design and pay-versus-performance disclosure are shown below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EPS ($) | 4.57 | 5.07 | 5.40 |
| GAAP Net Income ($MM) | 1,660 | 2,519 | 1,820 |
| Con Ed TSR – $100 initial investment | $118.04 | $116.72 | $118.52 |
| S&P 500 Utilities TSR – $100 initial investment | $120.09 | $111.59 | $137.73 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Consolidated Edison, Inc. | Chairman of the Board; President & CEO | 2022–present (Chair); 2020–present (CEO) | Combined Chair/CEO with independent Lead Director; strategic oversight across regulated utilities and transmission |
| Con Edison of New York (CECONY) | CEO; President | CEO since 2020; President 2018–2020 | Led NYC utility operations, reliability, safety, and customer metrics used in incentives |
| Orange & Rockland | President & CEO | 2013–2017 | Led regional utility; operating objectives incorporated in corporate incentives |
| Con Edison of New York | SVP, Central Operations | 2012–2013 | Oversaw core operations and engineering |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Gas Association | Director; Executive & Safety Committees | Current | Industry leadership relevant to gas safety and policy |
| Edison Electric Institute | Director; Executive Committee | Current | Sector strategy and policy |
| Partnership for New York City | Director; Executive Committee | Current | Stakeholder engagement |
| Trust for Governors Island | Board member | Current | Civic involvement |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,345,833 | 1,395,833; rate $1,400,000 (+3.7%) |
| Target Annual Bonus (% of Salary) | 125% | 125% |
| Actual Annual Incentive ($) | 2,261,250 | 2,490,300 |
| All Other Compensation ($) | 79,603 | 102,905 (vehicle $14,653; driver $9,448; security $17,929; financial planning $19,000; qualified plan match $10,350; deferred plan match $31,525) |
Performance Compensation
2024 Annual Incentive – CEO Calculation
| Metric | Weight (Target) | Target | Actual | Payout (% of component) | Weighting Earned (%) |
|---|---|---|---|---|---|
| Adjusted EPS | 55% | $5.30 | $5.40 | 138% | 75.9 |
| Operating Budget (Company) | 10% | $2,110MM | $2,114MM | 98% | 9.8 |
| Operating Objectives (CECONY) | 30% | Multi-metric (10 KPIs) | 55.5% earned vs 30% target | N/A | 47.6 |
| Operating Objectives (O&R) | 5% | Multi-metric (10 KPIs) | 62.7% earned vs 5% target | N/A | 9.0 |
| Total Weighting Earned | — | — | — | — | 142.3; Award $2,490,300 |
Notes: Adjusted EPS payout curve: Min $5.04 (0%), Target $5.30 (100%), Max $5.57 (200%); actual $5.40 → 101.9% of target; 138% payout on that component . Operating Budget payout scaled to actual vs target .
Long-Term Incentive (LTIP) Structure
- Mix: 70% performance-based RSUs (“performance units”), 30% time-based RSUs; no stock options outstanding; dividends accrue only post-vesting .
- 2024 grants (target): Performance units 63,400; Time-based units 27,200; performance period 2024–2026; time-based vests on 12/31/2026 .
- Performance unit metrics/weights and maxima: TSR 50% (25th/50th/90th percentile → 0%/100%/200%); 3-year cumulative Adjusted EPS 30% (Min <14.80 → 0%; Target 16.82 → 100%; Max ≥18.84 → 200%); Operating Objectives 20% (four work plans, target=4 per plan, payout 0/100/150%) → total maximum weighted payout 190% .
- 2022–2024 LTIP payout: Performance units vested at 120.8% of target; Cawley received 59,434 units (TSR 58th percentile → 120%; Adjusted EPS 106.7%; Operating Objectives 143.8%) .
Equity Ownership & Alignment
| Item | Amount | As of |
|---|---|---|
| Shares Beneficially Owned (#) | 6,843 | Feb 28, 2025 |
| Other Equity-Based Holdings (#) | 104,852 | Feb 28, 2025 |
| Total Beneficial + Equity-Based (#) | 111,695 (<1% of outstanding) | Feb 28, 2025 |
| Outstanding Unvested Awards (#) | 2023–2025 perf units: 52,200; 2024–2026 perf units: 63,400; 2025 vesting TBRSUs: 22,400; 2026 vesting TBRSUs: 27,200 | Dec 31, 2024 |
| Ownership Guidelines | CEO 6x base salary; 5-year compliance window; all NEOs meet or progressing | |
| Retention & Trading Policy | Must retain at least 25% net shares for ≥1 year; hedging/shorting/pledging prohibited |
Implication: Significant vesting events in late 2025 and 2026 could introduce mechanical supply; however, mandatory retention and anti-pledging policies mitigate selling pressure signals .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | None; company generally does not enter employment agreements (exception: CFO Andrews) |
| Severance (no CIC) | Lump-sum equal to unpaid salary/target bonus prorate; 1× (salary+target bonus); plus one year benefits, outplacement, and incremental retirement credit; for CEO, illustrative severance $4,900,000 |
| Severance (with CIC, double-trigger) | 2× (salary+target bonus); two years benefits and incremental retirement credit; equity awards vest pro rata at target on CIC Separation from Service; CEO illustrative $8,050,000 severance; equity acceleration double-trigger under LTIP |
| 280G Treatment | Cutback to avoid excise tax if beneficial; no tax gross-ups |
| Clawback | Dodd-Frank compliant clawback for erroneous incentive comp; supplemental policy allows recovery for “cause” events and restatements; effective for awards granted on/after Jan 1, 2024 |
| Deferred Compensation | CEO Deferred Income Plan: 2024 exec contributions $63,050; company match $31,525; aggregate balance $2,931,658 |
| Pension | CEO present value: Retirement Plan $2,076,519; Supplemental Plan $19,555,961; 2024 change in pension value $3,001,537 |
Board Governance (Director Service, Committees, Dual-Role Implications)
- Board service history: Director since 2020; Chairman since 2022; not independent; Executive Committee Chair .
- Committees and structure: Independent Lead Director (Ranger) chairs Corporate Governance & Nominating; majority independent directors (92% current; 90% nominees); frequent executive sessions (8 in 2024); 11 Board meetings in 2024 .
- Dual-role implications: The Board justifies combined Chair/CEO based on Mr. Cawley’s deep utility/operations expertise and mitigates concentration of power via a strong independent Lead Director with defined responsibilities and independent committee chairs .
- Director compensation: As an employee director, Mr. Cawley receives no director retainer/equity; non-employee director program includes cash retainer and $170k annual DSUs .
Compensation Structure Analysis
- Pay mix and peer alignment: Target total direct compensation for CEO in 2024 was ~97% of peer median; long-term incentives dominated (70% performance-based) to emphasize multi-year outcomes .
- Options policy: No stock options granted or outstanding; repricing prohibited; equity recycling limited; single-trigger acceleration not permitted .
- Performance metric evolution: 2024 annual plan shifted primary financial metric from adjusted net income to Adjusted EPS with increased weight on operating objectives and aligned payout scaling to peers .
- Say-on-pay support: 93.19% approval in 2024; 93.57% (2023), 93.04% (2022), 92.23% (2021) reflecting broad investor support .
Director Compensation (for context)
| Element | Amount (as of Apr 1, 2024) |
|---|---|
| Annual Retainer (non-employee) | $125,000 |
| Lead Director Retainer | $35,000 |
| Committee Chair Retainers | $20,000 (CGN/Finance/MD&C), $30,000 (Audit) |
| Annual Equity (Deferred Stock Units) | $170,000 |
Mr. Cawley receives no director compensation as an employee .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 93.19% “for”; Company maintains year-round engagement and enhanced political lobbying disclosures (CPA-Zicklin score 100) .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes Duke, Southern, PG&E, Exelon, AEP, Sempra, Edison International, Dominion, Xcel, DTE, FirstEnergy, Entergy, Eversource, PSEG, WEC, CenterPoint, PPL, CMS, Ameren; Con Edison revenue positioning ~61st percentile vs peers .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no options/repricing; no golden parachute excise tax gross-ups; double-trigger equity vesting; strong clawbacks; related person transactions controlled via policy and committee oversight; Section 16 compliance with a minor administrative delay unrelated to NEOs .
Investment Implications
- Pay-for-performance framework is robust: heavy use of multi-year TSR and Adjusted EPS plus operational KPIs creates high linkage to utility reliability, customer metrics, and clean-energy execution; strong say-on-pay support reduces governance overhang .
- Upcoming vesting cadence (late 2025 and 2026) increases potential stock delivery, but anti-hedging/pledging and retention requirements mitigate immediate sell pressure; watch Form 4 activity near vest dates and blackout windows .
- Severance/CIC terms are shareholder-friendly (double-trigger, 280G cutback; no gross-up), limiting “pay for failure” risk; clawbacks add recourse for restatements or “cause” events .
- Combined Chair/CEO is offset by a well-defined independent Lead Director and majority-independent governance, preserving board oversight; continued engagement and consistent high say-on-pay votes indicate constructive investor relations .