William Mulrow
Director at ED
Board
About William J. Mulrow
Independent director of Consolidated Edison, Inc. since 2017; age 69. Senior Advisory Director at Blackstone (since May 2017), with prior senior roles in alternative asset management, investment banking, and New York State government. The Board cites his leadership across public and private sectors and his financial, accounting, and asset management experience as core credentials for oversight of finance and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone | Senior Advisory Director | May 2017–present | Brings asset management, capital markets, and financial expertise to ED board oversight . |
| State of New York (Office of the Governor) | Secretary to Governor Andrew Cuomo | Jan 2015–Apr 2017 | Senior executive government role; supports ED oversight of regulated utility operations and public policy interface . |
| Blackstone | Senior Managing Director | Apr 2011–Jan 2015 | Alternative asset management leadership; finance/strategy oversight relevance . |
| Citigroup Global Markets Inc. | Director | 2005–2011 | Sell-side markets experience . |
| Paladin Capital; Gabelli Asset Management; Rothschild Inc.; Donaldson, Lufkin & Jenrette | Various management roles | Not disclosed | Additional finance and banking experience . |
| NYS Housing Finance Agency / State of NY Mortgage Agency | Chairman (public roles) | Not disclosed | Public finance and housing agency leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG Smith Properties | Director | Not disclosed | Nominating and Governance Committee member . |
| Titan Mining Corporation | Director | Not disclosed | Compensation Committee; Nominating and Governance Committee member . |
| Arizona Mining, Inc. | Director (former) | Until 2018 | Board service concluded in 2018 . |
Board Governance
- Independence: Board determined Mulrow is independent under NYSE standards .
- Years of service: Director since 2017 .
- Committee assignments (current): Finance; Management Development & Compensation (MD&C); Safety, Environment, Operations & Sustainability (SEOS) .
- Committee chair roles: None (Finance chaired by L.F. Sutherland; MD&C chaired by D. Stanley; SEOS chaired by A.J. Olivera through May 19, 2025) .
- Attendance: In 2024, each director attended more than 75% of combined Board and committee meetings on which they served; Board held 11 meetings and independents met in 8 executive sessions .
- Stockholder engagement context: Company engaged holders of ~42% of shares outstanding during 2024; governance and compensation feedback flows to the Board (oversight by Corporate Governance & Nominating Committee) .
Fixed Compensation
Director compensation structure and Mulrow’s actuals:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (policy) | $115,000 | $125,000 (effective Apr 1, 2024) |
| Committee chair retainers (selected) | $15,000–$30,000 (by committee) | $20,000 for Gov/Nom, Finance, SEOS chairs; $30,000 Audit chair |
| Annual equity award (policy) | $160,000 DSUs | $170,000 DSUs |
| Mulrow – Fees earned (cash) | $115,000 | $122,500 |
| Mulrow – Stock awards (grant-date fair value) | $160,000 | $170,000 |
| Mulrow – All other comp (incl. dividend equivalents/matching gifts) | $6,471 | $4,952 |
| Mulrow – Total | $281,471 | $297,452 |
Notes:
- 2024 increases moved program closer to market median per Mercer review; board approved higher retainers and DSU value effective April 1, 2024 .
- Mercer advised on director comp; reviews occur biennially .
Performance Compensation
Directors receive time-based deferred stock units (DSUs), not performance-conditioned awards.
- Annual DSU grant: $170,000 on the first business day after the 2024 annual meeting; vested upon grant; settlement deferred until separation from the Board or for ≥5 years (director may elect further deferral) .
- 2024 grant mechanics: Each non-employee director received 1,761 stock units at $96.51 per unit on May 21, 2024 ($170,000 value) .
- Dividend equivalents: Payable on DSUs in cash or credited as additional fully vested DSUs, at the director’s election .
Other Directorships & Interlocks
- Current U.S.-listed public company boards for Mulrow: 2 (as summarized in the director slate) .
- Compensation Committee interlocks: Company reports none involving MD&C Committee members (Mulrow included) and company executives .
- Board service limits: Non-executive directors may serve on no more than three other public boards; none exceeded this in 2024 .
Expertise & Qualifications
- Board-cited strengths: Leadership in public and private sectors; financial, accounting, and asset management experience supporting oversight of finance and strategic planning .
Equity Ownership
| Metric | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 4,676 | 6,798 |
| Other equity-based holdings – vested stock units not obtainable within 60 days (#) | 9,923 | 9,858 |
| Total holdings (#) | 14,599 | 16,656 |
| Portion counted as “beneficially owned” includes vested DSUs obtainable within 60 days after separation (#) | 1,471 (Mulrow subset within footnote) | 1,524 (Mulrow subset within footnote) |
| Ownership % of shares outstanding | <1% (individual; all directors/officers) | <1% (individual; all directors/officers) |
Alignment mechanisms and restrictions:
- Director stock ownership guideline: 5× annual cash retainer within five years; as of Dec 31, 2024 all directors either exceed or are within the grace period and progressing .
- Hedging/pledging prohibited: Company policy prohibits directors and employees from shorting, hedging, or pledging company securities or holding them in margin accounts .
Say-on-Pay & Shareholder Voting Signals
- 2025 annual meeting results (Item 5.07 8-K; shares voted):
- Say-on-pay: For 222,281,526; Against 17,281,530; Abstain 1,525,486; Broker non-votes 51,610,187 .
- Auditor ratification: For 268,135,295; Against 23,646,430; Abstain 917,004 .
- 2024 say-on-pay support cited in proxy: 93.19% “for” .
Director election support (2025):
| Director | For | Against | Abstain |
|---|---|---|---|
| William J. Mulrow | 225,003,394 | 15,474,438 | 610,710 |
Related-Party Transactions and Conflicts
- Related-person transactions policy: Oversight by Corporate Governance & Nominating Committee; thresholds and categorical immateriality standards outlined .
- 2025 proxy disclosed certain employment relationships involving relatives of executives; none identified involving Mulrow by name .
- Independence reaffirmed for Mulrow under NYSE standards .
- Political/lobbying oversight and disclosures reviewed by the Corporate Governance & Nominating Committee; company maintains a top-tier CPA-Zicklin score for disclosure/accountability (context for governance risk) .
Compensation Committee Analysis
- MD&C Committee composition (Mulrow is a member): Deirdre Stanley (Chair), John F. Killian, Dwight A. McBride, William J. Mulrow, Michael W. Ranger, L. Frederick Sutherland; 6 meetings in 2024 (Mercer attended 3) .
- Independent advisor: Mercer retained; 2024 fees for executive and director compensation consulting ≈$563,860; Committee concluded no conflicts of interest and independence intact .
Governance Assessment
Strengths
- Independent director with deep finance and government experience; sits on Finance and MD&C committees that directly influence capital allocation, incentive design, and human capital oversight .
- Solid shareholder alignment mechanisms for directors: mandatory ownership guidelines, DSU-based equity, and anti-hedging/pledging policies .
- Board-wide attendance above 75% and frequent independent executive sessions underline engagement and oversight rigor .
Watch items / potential red flags
- Director election support for Mulrow (For: 225.0M; Against: 15.5M) was lower than several peers on the 2025 slate, which merits monitoring for underlying investor concerns (no specific reasons disclosed) .
- External affiliations: Ongoing senior advisory role at Blackstone and board roles at JBG Smith Properties and Titan Mining create potential for perceived conflicts; however, the Board’s independence determination and related-party review framework, plus absence of disclosed Mulrow-specific transactions, mitigate near-term risk .
Overall, Mulrow brings relevant capital markets and policy expertise to key committees, with alignment structures and independence safeguards in place; investor support should continue to be monitored via annual vote outcomes and any future related-party disclosures.