Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Monday, May 16, 2022, at 10:00 a.m., Eastern Daylight Time

Website Address:

www.virtualshareholdermeeting.com/ED2022.

§ If you hold your shares through an intermediary (i.e., a broker, bank, or other financial institution), please use the 16-digit voting control number that can be found on your voting instruction form, Notice of Internet Availability of proxy materials or email, as applicable, provided with your proxy materials to access the virtual annual meeting website.

§ If you are a registered holder of Company Common Stock (i.e., you hold your shares through our transfer agent, Computershare) or participate in the Company’s Stock Purchase Plan, please note that the virtual Annual Meeting website will be hosted on a different website than the Computershare voting websites. The 15-digit control number you received allows you to vote your shares but does not provide direct access to the virtual Annual Meeting website. To access the virtual Annual Meeting website, you must request a 16-digit virtual meeting access (“VMA”) control number in advance. Advanced registration requests for VMA control numbers must be received no later than 5:00 p.m., EDT, on Monday, May 9, 2022 to allow adequate time for processing.

(See “Questions and Answers About the 2022 Annual Meeting and Voting” beginning on page 85 for additional information about the virtual Annual Meeting and voting matters.)

Due to the ongoing impact of COVID-19, we plan to hold the Annual Meeting by means of remote communications only (i.e., a virtual-only annual meeting).

a.   To elect as the members of the Board of Directors the twelve nominees named in the Proxy Statement (attached hereto and incorporated herein by reference);

b.   To ratify the appointment of PricewaterhouseCoopers LLP as independent accountants for 2022;

c.   To approve, on an advisory basis, named executive officer compensation; and

d.   To transact such other business as may properly come before the meeting, or any adjournment or postponement of the meeting.

TABLE OF CONTENTS

SUMMARY

Proxy Statement Summary

1

§   2022 Annual Meeting of Stockholders

§   Stockholder Voting Matters

§   Corporate Governance Practices

§   Changes to Incentive Programs for 2022

§   Compensation Policies and Governance Practices

PROXY STATEMENT

Election of Directors

7

§   Proposal No. 1        Election of Directors

§   Information about the Director Nominees

The Board of Directors

16

§   Meetings and Board Members’ Attendance

§   Corporate Governance

§   Leadership Structure

§   Risk Oversight

§   Corporate Sustainability

§   Human Capital

§   Proxy Access

§   Related Person Transactions and Policy

§   Board Members’ Independence

§   Standing Committees of the Board

§   Selection of Director Candidates

§   Compensation Consultant

§   Communications with the Board of Directors

Stockholder Engagement

30

§   Overview

§   Stockholder Engagement Highlights

Director Compensation

32

§   Overview

§   Elements of Compensation

§   Stock Ownership Guidelines

§   Long Term Incentive Plan

§   Stock Purchase Plan

§   Director Compensation Table

Stock Ownership

35

§   Stock Ownership of Directors and Executive Officers

§   Stock Ownership of Certain Beneficial Owners

Independent Accountants Ratification

37

§   Proposal No. 2        Ratification of the Appointment of Independent Accountants

Audit Committee Matters

38

§   Audit Committee Report

§   Fees Paid to PricewaterhouseCoopers LLP

Advisory Vote

39

§   Proposal No. 3        Advisory Vote to Approve Named Executive Officer Compensation

Compensation Discussion and Analysis

40

§   Table of Contents

§   Introduction

§   Executive Summary

§   Executive Compensation Philosophy and Objectives

§   Role of Compensation Committee and Others in Determining Executive Compensation

§   Compensation Elements

§   Retirement and Other Benefits

§   Risk Mitigation

§   Tax Deductibility of Pay

Summary Compensation Table

68

Grants of Plan-Based Awards Table

70

Outstanding Equity Awards Table

71

Option Exercises and Stock Vested Table

72

Pension Benefits

73

§   Pension Plan Benefits

§   Defined Benefit Pension Table

Non-Qualified Deferred Compensation

75

§   Deferred Income Plan

§   Savings Plan

§   Non-Qualified Deferred Compensation Table

Potential Payments Upon Termination of Employment or Change of Control

78

§   Equity Acceleration

§   Incremental Retirement Amounts

§   Termination Without Cause or a Resignation for Good Reason

§   Payments Upon Termination of Employment in Connection with a Change of Control

§   Section 280G Reduction

§   Death Benefit

Compensation Committee Report

82

Compensation Risk Management

82

Pay Ratio

83

Delinquent Section 16(a) Reports

83

Certain Information as to Insurance and Indemnification

84

Questions and Answers About the 2022 Annual Meeting and Voting

85

§   Proxy Materials

§   Voting and Related Matters

§   Annual Meeting Information

Stockholder Proposals for the 2023 Annual Meeting

90

§   Proposals for Inclusion in 2023 Proxy Statement

§   Director Nominations for Inclusion in 2023 Proxy Statement (Proxy Access)

§   Other Proposals or Nominations to Come Before the 2023 Annual Meeting

Other Matters to Come Before the Meeting

90

Appendix A

91

Appendix B

94

PROXY STATEMENT SUMMARY

§   Date and Time

§   Virtual Annual Meeting Website Address

www.virtualshareholdermeeting.com/ED2022.

§  If you hold your shares through an intermediary (i.e., a broker, bank, or other financial institution), please use the 16-digit voting control number that can be found on your voting instruction form, Notice of Internet Availability of proxy materials or email, as applicable, provided with your proxy materials to access the virtual annual meeting website.

§  If you are a registered holder of Company Common Stock (i.e., you hold your shares through our transfer agent, Computershare) or participate in the Company’s Stock Purchase Plan, please note that the virtual annual meeting website will be hosted on a different website than the Computershare voting websites. The 15-digit control number you received allows you to vote your shares but does not provide direct access to the virtual Annual Meeting website. To access the virtual Annual Meeting website, you must request a 16-digit virtual meeting access (“VMA”) control number in advance. To initiate a VMA control number request, please e-mail Computershare at legalproxy@computershare.com, using the subject line “VMA Request.” Include your full name as it appears on your account and include a copy of your proxy card or notice of annual meeting. Alternatively, if you received your voting instructions via e-mail, you may forward or attach that e-mail. Computershare will provide you with an e-mail response within seven days of your request. The e-mail response will include your VMA control number and instructions to attend the virtual Annual Meeting. Please verify that you have received a response in advance of the virtual Annual Meeting. Advanced registration requests for VMA control numbers must be received no later than 5:00 p.m., EDT, on Monday, May 9, 2022 to allow adequate time for processing.

(See “Questions and Answers About the 2022 Annual Meeting and Voting” beginning on page 85 for additional information about the virtual Annual Meeting and voting matters.)

§   Record Date & Voting

§   Admission

§   Proxy Website

Vote Required

For Approval*

Broker

Discretionary

Voting Allowed

  Page References  

(for more detail)

§  Proposal No. 1

Election of Directors

For Each
Nominee

Majority of Votes Cast

No

7 through 15

§  Proposal No. 2

Ratification of the Appointment of Independent Accountants

For

Majority of Votes Cast

Yes

37

§  Proposal No. 3

Advisory Vote to Approve Named Executive Officer Compensation

For

Majority of Votes Cast

No

39

The presence at the Annual Meeting, either by means of remote communication or by proxy, of holders of a majority of the outstanding shares of Company Common Stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its clients) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting but are not considered votes cast with respect to the Election of Directors (Proposal No. 1) and the Advisory Vote to Approve Named Executive Officer Compensation (Proposal No. 3) and have no effect on the vote. Abstentions are not considered as votes cast with respect to the Ratification of the Appointment of Independent Accountants (Proposal No. 2) and have no effect on the vote.

Director Nominees

Name / Age /

Tenure /

Independence

  Other U.S.-Listed  

Public Company

Boards

Timothy P. Cawley, 57

Director since 2020

Not Independent

Chairman of the
Board (effective
January 1, 2022)

§  Executive (Chair and Committee member effective January 1, 2022)

0

Ellen V. Futter, 72

Director since 1997

Not Independent

§  Executive

§  Safety, Environment, Operations and Sustainability

1

John F. Killian, 67

Director since 2007

Independent

§  Audit (Chair)

§  Corporate Governance and Nominating

§  Executive

§  Management Development and Compensation

2

Karol V. Mason, 64

Director since 2021

Independent

§  Corporate Governance and Nominating

§  Safety, Environment, Operations and Sustainability

0

John McAvoy, 61

Director since 2013

Not Independent

Non-executive Chairman of the
Board (through
December 31, 2021)

§  Executive (Chair and Committee member through December 31, 2021)

§  Safety, Environment, Operations and Sustainability (effective January 1, 2022)

0

Dwight A. McBride, 54

Director since 2021

Independent

§  Management Development and Compensation

§  Safety, Environment, Operations and Sustainability

0

William J. Mulrow, 66

Director since 2017

Independent

§  Finance

§  Management Development and Compensation

§  Safety, Environment, Operations and Sustainability

1

Name / Age /

Tenure /

Independence

  Other U.S.-Listed  

Public Company

Boards

Armando J. Olivera, 72

Director since 2014

Independent

§  Audit

§  Executive

§  Finance

§  Safety, Environment, Operations and Sustainability (Chair)

2

Michael W. Ranger, 64

Director since 2008

Independent

Lead Director

§  Audit

§  Corporate Governance and Nominating
(Chair and Lead Director)

§  Executive

§  Finance

§  Management Development and Compensation

0

Linda S. Sanford, 69

Director since 2015

Independent

§  Audit

§  Corporate Governance and Nominating

§  Finance

3⁽¹⁾

Deirdre Stanley, 57

Director since 2017

Independent

§  Corporate Governance and Nominating

§  Management Development and Compensation (Chair)

0

L. Frederick Sutherland, 70

Director since 2006

Independent

§  Audit

§  Finance (Chair)

§  Management Development and Compensation

2

Ms. Sanford advises that she intends to retire from the Board of RELX PLC at the end of April 2022.

Proposal No. 1: Election of Directors. The Board of Directors has nominated twelve Directors for election at the Annual Meeting and recommends the election of each of the twelve nominees. The table above provides certain information about the Director nominees.

Proposal No. 2: Ratification of the Appointment of Independent Accountants. The Board recommends ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for 2022.

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation. The Board recommends the approval of, on an advisory basis, the compensation of the Named Executive Officers. The Company’s Named Executive Officers are identified in the “Compensation Discussion and Analysis–Introduction” on page 41.

Active, Year-Round, Stockholder Engagement. The Company engages with stockholders and accepts invitations to discuss matters of interest to them. Throughout 2021, the Company met with stockholders most often in a virtual format due to COVID-19 and discussed numerous topics, including financial and operating performance, COVID-19 impacts, regulatory and political matters, environmental, social and governance (“ESG”) matters, including reporting, corporate governance, political lobbying, Con Edison of New York’s Climate Change Adaptation and Resiliency plan, the Company’s pursuit of net-zero-carbon-emission goals through the Company’s updated Clean Energy Commitment, and clean energy opportunities. The Company’s stockholder engagement team reports the results of their annual activities to the Corporate Governance and Nominating Committee and the Board to convey the feedback received from stockholders and to propose implementation of appropriate responses. During 2021, the Company engaged with stockholders holding in aggregate 36% of shares outstanding. (See “Stockholder Engagement” on pages 30 through 31 for additional information on stockholder engagement.)

Risk Oversight. The Board and its committees oversee the Company’s policies and procedures for managing risks that are identified through the Company’s enterprise risk management program. (See “The Board of Directors—Risk Oversight” on page 17 for additional information on risk oversight.)

Strategic Planning. The Board oversees and reviews, at least annually, the Company’s strategic and business plans and objectives.

Corporate Sustainability. The Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely considers

environmental issues (including climate change) and assesses how they impact the Company’s operations, strategies and risk profile. (See “The Board of Directors—Corporate Sustainability” on page 17 for additional information on corporate sustainability.)

Human Capital. The Company is committed to attracting, developing, and retaining a talented and diverse workforce. It values and supports a wide range of employee needs and interests. The Company’s skilled and experienced workforce enables it to maintain best-in-class reliability and progress towards achieving a clean energy future. Human capital measures focus on employee safety, hiring the right talent, employee development and retention, and diversity, equity, and inclusion. (See “The Board of Directors—Human Capital” on page 18 for additional information on the Company’s human capital measures.)

Annual Election of Directors. Each Director nominee has been recommended for election by the Corporate Governance and Nominating Committee and approved and nominated for election by the Board. If elected, the Director nominees, all of whom are currently members of the Board, will serve for a one-year term expiring at the Company’s 2023 Annual Meeting of Stockholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director’s earlier resignation or removal. (See “Election of Directors—Information About the Director Nominees” on pages 8 through 15 for information about the Director nominees.)

Voting. In uncontested elections, each Director nominee may be elected by a majority of the votes cast at a meeting of the Company’s stockholders by the holders of shares entitled to vote in the election. In contested elections, each Director nominee may be elected by a plurality of the votes cast. The Company does not have a super-majority voting provision in its Restated Certificate of Incorporation.

Board Composition. The current Directors have the combination of skills, professional experience, and diversity necessary to oversee the Company’s business. A majority (75%) of the current Directors are independent. The current Directors have an average age of 64.4 years, are 33.3% women, and 33.3% racially and ethnically diverse. The Board strives to maintain an appropriate balance of tenure among Directors. Of the current Directors, 42% have been on the Board for less than five years, 25% have been on the Board for five to ten years, and 33% have been on the Board for over ten years.

Independent Lead Director. The Board has an independent Lead Director who is the Chair of the Corporate Governance and Nominating Committee and has numerous duties and significant responsibilities, including acting as a liaison between the independent Directors and the Company’s management and chairing the executive sessions of non-management and independent Directors. (See “The Board of Directors—Leadership Structure” on pages 16 through 17 for additional information on the role of the Company’s independent Lead Director.)

Frequent Executive Sessions. The Company’s Board holds executive sessions at which only non-management Directors are present, and the independent Directors meet in executive session at least once a year. (See “The Board of Directors—Meetings and Board Members’ Attendance” on page 16 for additional information on executive sessions.)

Annual Board and Committee Self-Assessments. The Board and each of its committees perform an annual self-assessment to evaluate the effectiveness of the Board and its committees in fulfilling their respective obligations. Each committee reports the results of its self-evaluation to the Board. The Corporate Governance and Nominating Committee coordinates the self-evaluation process and, following the self-evaluations, discusses with the Board follow-up matters as appropriate.

Membership on Public Company Boards. Directors may serve on no more than three other public company boards, and none serve on more than three other public company boards.

Proxy Access. The Board has adopted proxy access, which enables certain stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy, along with candidates nominated by the Board if the stockholders and the nominees proposed by the stockholders meet the requirements set forth in the Company’s By-laws. (See “The Board of Directors—Proxy Access” on page 20 and “Stockholder Proposals for the 2023 Annual Meeting—Director Nomination for Inclusion in 2023 Proxy Statement (Proxy Access)” on page 90 for additional information on the Company’s proxy access framework and timeline, respectively.)

Special Meetings. Special meetings may be called by stockholders holding at least 25% of the Company’s outstanding shares of Common Stock who are entitled to vote at such meeting.

Long term incentive plan changes. The Company’s Named Executive Officers, identified in the “Compensation Discussion and Analysis–Introduction” on page 41, are eligible to receive annual grants of equity-based awards under the Company’s long term incentive plan. For the performance period that began on January 1, 2022, the Compensation Committee included a time-based restricted stock unit component within the existing structure that will vest over a three-year period. The Compensation Committee believes that time-based restricted stock units (i) promote alignment with stockholder interests as the ultimate value received will be a function of stock price performance and (ii) help the Company to maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule.

What We Do

✓ Place a significant portion of the target total direct compensation for our Named Executive Officers “at risk”

-   100% of long-term incentive compensation was performance-based for 2021 (a time-based, restricted stock unit component will be added within the existing structure for 2022)

✓ Mitigate compensation risk by:

-  balancing incentives between annual and long-term goals

-  tying incentives to multiple goals to reduce undue weight on any one goal

-  for annual incentive payouts, using non-financial performance factors to counterbalance financial performance goals

-  discouraging excessive focus on annual results and focusing on sustainable performance by providing significant long-term incentives

-  subjecting annual and long-term incentive plans to payment caps

-  giving Compensation Committee discretion to reduce payouts

-  performing an annual risk assessment for annual and long-term incentive plans

✓ Maintain stock ownership guidelines for Directors and senior officers, including increasing such guidelines for certain executive officers for 2022

✓ Maintain a compensation recoupment (clawback) policy covering all officers of the Company and its subsidiaries for incentive-based compensation

✓ Hold annual say-on-pay votes (with 92.23% support in 2021)

What We

Don’t Do

✘  Enter into employment agreements

✘  Offer excessive executive perquisites

✘  Dilute stockholder value by issuing excessive equity compensation

✘  Grant stock options or have outstanding options

✘  Reprice options or buy out underwater options without stockholder approval

✘  Recycle shares for future awards except under limited circumstances

✘  Provide golden parachute excise tax gross-ups

✘  Offer excessive change in control severance benefits

✘  Negotiate equity awards with special treatment upon a change of control

✘  Provide single-trigger acceleration of vesting of outstanding equity awards

✘  Permit Directors, officers, financial personnel, and certain other individuals to:

-   short, hedge, or pledge Company securities or

-   hold Company securities in a margin account as collateral

    The Board recommends FOR Proposal No. 1

Each of the twelve Director nominees must receive a majority of the votes cast at the Annual Meeting or by proxy to be elected (meaning the number of shares voted “for” a Director nominee must exceed the number of shares voted “against” that Director nominee), subject to the Board’s policy regarding resignations by Directors who do not receive a majority of “for” votes. Abstentions and broker non-votes are voted neither “for” nor “against” and have no effect on the vote.

Timothy P. Cawley

Director since: 2020

Age: 57

Gender: Male

Race/Ethnicity: White

Board Committees:

§   Executive (Chair and Committee member effective January 1, 2022)

Ellen V. Futter

Director since: 1997

Age: 72

Gender: Female

Race/Ethnicity: White

Board Committees:

§   Executive

§   Safety, Environment, Operations and Sustainability

Career Highlights: Mr. Cawley has been Chairman of the Board of the Company and Con Edison of New York since January 1, 2022. Mr. Cawley has been President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York since December 29, 2020. Mr. Cawley was President of Con Edison of New York from January 1, 2018 through December 31, 2020. Mr. Cawley was President and Chief Executive Officer of Orange & Rockland from December 2013 through November 2017. Mr. Cawley was Senior Vice President of Central Operations for Con Edison of New York from December 2012 through November 2013. Mr. Cawley joined Con Edison of New York in July 1987.

Other Directorships: Mr. Cawley is Chairman of the Board and a Trustee of Con Edison of New York and Chairman of the Board and Director of Orange & Rockland. Mr. Cawley is also a Director of the American Gas Association, the Edison Electric Institute, and the Partnership for New York City. Mr. Cawley also served as a Director of the Hudson Valley Economic Development Corporation, the Hudson Valley Pattern for Progress, the New Jersey Utilities Association, the Orange County Partnership, and the Rockland Economic Development Corporation.

Attributes and Skills: Mr. Cawley has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry and the Company’s business. Mr. Cawley’s experience from his leadership positions at the Company’s subsidiaries supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities, and the Company’s relationships with stakeholders.

Career Highlights: Ms. Futter has been the President of the American Museum of Natural History, New York, NY, since November 1993. Previously, Ms. Futter served as the President of Barnard College, New York, NY, and was a corporate attorney at the Milbank law firm (formerly known as Milbank, Tweed, Hadley & McCloy).

Other Directorships: Ms. Futter is a Trustee of Con Edison of New York and the American Museum of Natural History. Ms. Futter is also a Director of Evercore Inc. Ms. Futter served as a Director and Chairman of the Federal Reserve Bank of New York. Ms. Futter is a Director or Trustee of NYC & Company and the Brookings Institute and a Governing Trustee at the Memorial Sloan-Kettering Cancer Center.

Attributes and Skills: Ms. Futter has management and operations experience leading major New York not-for-profit entities that provide services to the public. Ms. Futter also has legal and financial experience. Ms. Futter’s experience from her leadership positions at the American Museum of Natural History and Barnard College, and her legal experience, supports the Board in its oversight of the Company’s operations, planning, and regulatory activities and the Company’s relationships with stakeholders.

John F. Killian

Director since: 2007

Age: 67

Gender: Male

Race/Ethnicity: White

Board Committees:

§    Audit (Chair)

§    Corporate Governance and Nominating

§    Executive

§    Management Development and Compensation

Karol V. Mason

Director since: 2021

Age: 64

Gender: Female

Race/Ethnicity: Black/African American

Board Committees:

§    Corporate Governance and Nominating

§    Safety, Environment, Operations and Sustainability

Career Highlights: Mr. Killian was the Executive Vice President and Chief Financial Officer of Verizon Communications Inc., a telecommunications company, from March 2009 to November 2010. Mr. Killian was the President of Verizon Business, Basking Ridge, NJ from October 2005 until February 2009, the Senior Vice President and Chief Financial Officer of Verizon Telecom from June 2003 until October 2005, and the Senior Vice President and Controller of Verizon Corporation from April 2002 until June 2003. Mr. Killian also served in executive positions at Bell Atlantic and was the President and Chief Executive Officer of NYNEX CableComms Limited.

Other Directorships: Mr. Killian is a Trustee of Con Edison of New York and Goldman Sachs Trust II, a Director of Houghton Mifflin Harcourt Company and a Trustee Emeriti of Providence College. Mr. Killian also served as a Trustee and Chairman of the Board of Providence College until 2018.

Attributes and Skills: Mr. Killian has leadership experience at regulated consumer services companies, including experience with financial reporting and internal auditing. Mr. Killian’s experience from his leadership positions at Verizon Communications, Inc., Bell Atlantic and NYNEX CableComms Limited supports the Board in its oversight of the Company’s auditing, financial, operating, and strategic planning activities, and the Company’s relationships with stakeholders.

Career Highlights: Ms. Mason has been President of John Jay College of Criminal Justice, a senior liberal arts college in the City University of New York system focused on educating students through a justice lens, since August 2017. Ms. Mason was an Assistant Attorney General for the Office of Justice Programs within the United States Department of Justice from June 2013 until January 2017 and a Deputy Associate Attorney General within the United States Department of Justice from April 2009 until February 2012. Ms. Mason was an attorney at the law firm of Alston & Bird LLP from November 1983 until April 2009, where she served as a partner from January 1990 until April 2009 and served again, as a partner, from February 2012 through May 2013. Ms. Mason was a Judicial Law Clerk for The Honorable Judge John F. Grady of the United States District Court for the Northern District of Illinois from October 1982 until October 1983.

Other Directorships: Ms. Mason is a Trustee of Con Edison of New York and is a Director and Vice Chair of the Southern Poverty Law Center. Ms. Mason is also on the Advisory Board of Carolina Performing Arts at the University of North Carolina at Chapel Hill (“UNC-Chapel Hill”), the Institute for Arts and Humanities at UNC-Chapel Hill, and the Fines and Fees Justice Center. Ms. Mason served as a Trustee and Vice Chairman of UNC-Chapel Hill and served on the Arts & Sciences Foundation and National Development Council of UNC-Chapel Hill. Ms. Mason also served as a Director or Trustee of the Woodruff Arts Center until 2013, the Children’s HealthCare of Atlanta until 2009, the High Museum of Art until 2009, the National Black Arts Festival until 2000, Wesley Homes until 2008, and the City of Atlanta-Fulton County Recreation Authority until 1998.

Attributes and Skills: Ms. Mason has experience leading a prominent public liberal arts college that focuses on educating students through a justice lens. Ms. Mason also has legal experience. Ms. Mason’s experience from her leadership position at John Jay College of Criminal Justice, City University of New York, and her legal experience, supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders.

John McAvoy

Director since: 2013

Age: 61

Gender: Male

Race/Ethnicity: White

Board Committees:

§    Executive (Chair and Committee member through December 31, 2021)

§    Safety, Environment, Operations and Sustainability (effective January 1, 2022)

Dwight A. McBride

Director since: 2021

Age: 54

Gender: Male

Race/Ethnicity: Black/African American

Lesbian, Gay, Bisexual, Transgender + : Yes

Board Committees:

§    Management Development and Compensation

§    Safety, Environment, Operations and Sustainability

Career Highlights: Mr. McAvoy served as Non-executive Chairman of the Board of the Company and the Board of Con Edison of New York from January 2021 until December 2021. Mr. McAvoy served as Chairman of the Board of the Company and Con Edison of New York from May 2014 until December 2020. Mr. McAvoy was President and Chief Executive Officer of the Company and Chief Executive Officer of Con Edison of New York from December 2013 through December 28, 2020. Mr. McAvoy was President and Chief Executive Officer of Orange & Rockland from January 2013 to December 2013. Mr. McAvoy was Senior Vice President of Central Operations for Con Edison of New York from February 2009 to December 2012. Mr. McAvoy has had 40 years of experience with the Company.

Other Directorships: Mr. McAvoy is a Trustee of Con Edison of New York. Mr. McAvoy is also a Trustee of the Intrepid Sea, Air & Space Museum and of Manhattan College. Until January 2021, Mr. McAvoy served as a Director or Trustee of the American Gas Association, the Edison Electric Institute, the Mayor’s Fund to Advance New York City, the Partnership for New York City, and the Electric Power Research Institute. Mr. McAvoy also served as a Director and Chairman of the Board of Directors of Orange & Rockland until December 2020, and as a Director of the New York State Energy Research and Development Authority until 2018 and the Business Council of New York State Inc. until 2016. Mr. McAvoy was also a member of the Electric Subsector Coordinating Council and Chairman of the Members Executive Committee for the Electricity Information Sharing and Analysis Center.

Attributes and Skills: Mr. McAvoy has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry and the Company’s business. Mr. McAvoy’s experience from his leadership positions at the Company, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities and the Company’s relationships with stakeholders.

Career Highlights: Dr. McBride became President of The New School in April 2020. Prior to joining The New School, Dr. McBride served as Provost and Executive Vice President for Academic Affairs at Emory University, Dean and Associate Provost for Graduate Education at Northwestern University, Dean of Liberal Arts & Sciences at the University of Illinois at Chicago, Chair of the Department of African American Studies at Northwestern University, and Head of the Department of African American Studies at the University of Illinois at Chicago—academic leadership roles that all together span more than two decades. Dr. McBride has also held faculty positions at the University of Pittsburgh, the University of Illinois at Chicago, Northwestern University, Emory University, and The New School, where he has taught various courses in English literature and American literature, African American studies, gender and sexuality studies, cultural studies, and performance studies. Dr. McBride has published six books, numerous essays, and is the Founding Co-Editor of the James Baldwin Review.

Other Directorships: Dr. McBride is a Trustee of Con Edison of New York and the Institute of International Education. Dr. McBride is also on the Board of the Dan David Prize. Dr. McBride also served as a Trustee of The Cooper Union until 2020 and as a Director of the Illinois Humanities Council until 2017, the Association of American Colleges & Universities until 2016, the About Face Theater Company until 2012, and the Center on Halsted until 2009.

Attributes and Skills: Dr. McBride has extensive experience in higher education and leadership experience in universities and other large and complex organizations with diverse stakeholders. Dr. McBride’s executive experience from the leadership positions he has held at The New School and Emory University, and his service on other boards, supports the Board in its oversight of the Company’s operations and management activities, strategic planning, and relationships with stakeholders.

William J. Mulrow

Director since: 2017

Age: 66

Gender: Male

Race/Ethnicity: White

Board Committees:

§    Finance

§    Management Development and Compensation

§    Safety, Environment, Operations and Sustainability

Armando J. Olivera

Director since: 2014

Age: 72

Gender: Male

Race/Ethnicity: Hispanic/Latino

Board Committees:

§    Audit

§    Executive

§    Finance

§    Safety, Environment, Operations and Sustainability (Chair)

Career Highlights: Mr. Mulrow is a Senior Advisory Director since May 2017 at The Blackstone Group, the world’s largest alternative asset management firm. Previously, he served as Secretary to former New York State Governor Andrew Cuomo from January 2015 to April 2017 and was a Senior Managing Director at Blackstone from April 2011 to January 2015. From 2005 to 2011, he was a Director of Citigroup Global Markets Inc. Mr. Mulrow also held various management positions at Paladin Capital Group, Gabelli Asset Management, Inc., Rothschild Inc., and Donaldson, Lufkin & Jenrette Securities Corporation. In addition, Mr. Mulrow served in a number of other government positions, including Chairman of the New York State Housing Finance Agency and State of New York Mortgage Agency.

Other Directorships: Mr. Mulrow is a Trustee of Con Edison of New York. Mr. Mulrow also serves as a Director of JBG Smith Properties and Titan Mining Corporation. Mr. Mulrow also served as a Director of Arizona Mining, Inc. until 2018.

Attributes and Skills: Mr. Mulrow and leadership experience in both the public and the private sectors. Mr. Mulrow also has financial, accounting and asset management experience from his leadership positions at Blackstone, New York State government, and his service on other boards, which supports the Board in its oversight of the Company’s financial and strategic planning activities.

Career Highlights: Mr. Olivera is the retired President & Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor-owned electric utilities in the United States. Mr. Olivera also has served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council that focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange that focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm.

Other Directorships: Mr. Olivera is a Trustee of Con Edison of New York. Mr. Olivera also serves as a Director of Fluor Corporation and Lennar Corporation. Mr. Olivera served as a Director of AGL Resources, Inc. until July 2016. Mr. Olivera was also a Director of FPL and a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University and member of the Advisory Council at the Cornell Atkinson Center for Sustainability.

Attributes and Skills: Mr. Olivera has leadership, engineering, and operations experience, as well as knowledge of the utility industry. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities. Mr. Olivera’s experience as a consultant on sustainability supports the Board in its oversight of sustainability matters.

Michael W. Ranger

Director since: 2008

Age: 64

Gender: Male

Race/Ethnicity: White

Board Committees:

§    Audit

§    Corporate Governance and Nominating (Chair and Lead Director)

§    Executive

§    Finance

§    Management Development and Compensation

Linda S. Sanford

Director since: 2015

Age: 69

Gender: Female

Race/Ethnicity: White

Board Committees:

§  Audit

§  Corporate Governance and Nominating

§  Finance

Career Highlights: Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, New York, NY, a private equity investment firm, since 2004. Mr. Ranger served as President and Chief Executive Officer of Covanta Holding Corporation from October 29, 2020 until November 30, 2021. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust.

Other Directorships: Mr. Ranger is a Trustee of Con Edison of New York. Mr. Ranger is also Chairman of the Board of Trustees and a Trustee of St. Lawrence University. Mr. Ranger also served as a Trustee of Morristown-Beard School through 2017 and Director of Bonten Media Group Inc. through 2017, Professional Directional Enterprises, Inc. through 2018, KDC Solar LLC through 2019, and Covanta Holding Corporation until November 2021.

Attributes and Skills: Mr. Ranger has leadership experience at a private equity firm he co-founded and at various investment banking companies. Mr. Ranger has extensive investment and investment banking experience in the energy, utility, and power sector. Mr. Ranger’s experience from his investment activities in the energy and power sector, and his service on other boards, supports the Board in its oversight of the Company’s corporate governance and financial and strategic planning activities.

Career Highlights: Ms. Sanford was Senior Vice President Enterprise Transformation, International Business Machines Corporation (IBM), a multinational technology and consulting corporation, from January 2003 to December 2014. Ms. Sanford joined IBM in 1975. Ms. Sanford was also a consultant to The Carlyle Group serving as an Operating Executive from 2015 to July 2018.

Other Directorships: Ms. Sanford is a Trustee of Con Edison of New York, and a Director of Pitney Bowes Inc., RELX PLC (formerly Reed Elsevier PLC) and The Interpublic Group of Companies, Inc. Ms. Sanford advises that she intends to retire from the Board of RELX PLC at the end of April 2022. Ms. Sanford also served as a Director of ITT Corporation. Ms. Sanford is also a Trustee of New York Hall of Science. Ms. Sanford also serves as a Trustee Emeriti of St. John’s University and Rensselaer Polytechnic Institute. Ms. Sanford also served as a Director or Trustee of the Partnership for New York City through January 2015, the State University of New York through May 2015, the Business Council of New York State through May 2015, and the ION Group through January 2021.

Attributes and Skills: Ms. Sanford has leadership experience at an international technology company, including experience with information technology, cybersecurity, manufacturing, customer relations, and corporate planning and transformation. Ms. Sanford’s experience from her leadership positions at IBM, and her service on other boards, supports the Board in its oversight of technology, relationship with stakeholders, and financial and strategic planning activities.

Deirdre Stanley

Director since: 2017

Age: 57

Gender: Female

Race/Ethnicity: Black/African American

Board Committees:

§    Corporate Governance and Nominating

§    Management Development and Compensation (Chair)

L. Frederick Sutherland

Director since: 2006

Age: 70

Gender: Male

Race/Ethnicity: White

Board Committees:

§    Audit

§    Finance (Chair)

§    Management Development and Compensation

Career Highlights: Ms. Stanley has been Executive Vice President and General Counsel to The Estée Lauder Companies, Inc., one of the world’s leading manufacturers and marketers of quality skin care, makeup, fragrance, and hair care products, since October 28, 2019. Ms. Stanley was Executive Vice President and General Counsel to Thomson Reuters from 2008 until October 9, 2019, where she also served as Corporate Secretary to the Board of Directors. Ms. Stanley was Senior Vice President and General Counsel to The Thomson Corporation from 2002 to 2008, when it combined with Reuters PLC to form Thomson Reuters. Prior to 2002, Ms. Stanley held various legal and senior executive positions at InterActive Corporation (previously USA Networks, Inc.) and GTE Corporation (a predecessor company to Verizon). She was also an attorney with the law firm of Cravath, Swaine & Moore.

Other Directorships: Ms. Stanley is a Trustee of Con Edison of New York. Ms. Stanley is also a Trustee of the Hospital for Special Surgery and a Trustee of The Dalton School. Ms. Stanley also served as a Director of Refinitiv from October 2018 through October 2019.

Attributes and Skills: Ms. Stanley has leadership, legal and operations experience at an international news and information company and a global consumer products company, including experience with mergers and acquisitions, corporate governance, and risk management. Ms. Stanley’s experience from her leadership positions at The Estée Lauder Companies and Thomson Reuters Corporation, her legal experience and service on other boards supports the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders.

Career Highlights: Mr. Sutherland was the Executive Vice President and Chief Financial Officer of Aramark Corporation, Philadelphia, PA, a provider of food services, facilities management, and uniform and career apparel, from 1997 to 2015. Prior to joining Aramark in 1980, Mr. Sutherland was Vice President, Corporate Banking, at Chase Manhattan Bank, New York, NY.

Other Directorships: Mr. Sutherland is a Trustee of Con Edison of New York and a Director of Colliers International Group Inc. and Sterling Check Corp. Mr. Sutherland is also a Director of WHYY, Philadelphia’s public broadcast affiliate, Board President of Episcopal Community Services, a Philadelphia-based anti-poverty agency, and a Trustee of Duke University, the National Constitution Center, and People’s Light, a non-profit theater.

Attributes and Skills: Mr. Sutherland has leadership experience at an international managed services company, including experience with financial reporting, internal auditing, mergers and acquisitions, financing, risk management, corporate compliance, and corporate planning. Mr. Sutherland also has corporate banking experience. Mr. Sutherland’s experience from his leadership positions at Aramark Corporation and Chase Manhattan Bank supports the Board in its oversight of the Company’s financial reporting, auditing, and strategic planning activities.

transactions where the amount involved does not exceed $120,000 in the aggregate (other than transactions involving the issuance of Company shares);

transactions with other companies at which a related person’s only relationship is as an employee (other than an executive officer), if the amount involved is less than $1.0 million, or two percent (2%) of such other company’s consolidated gross annual revenues, whichever is greater; and

contributions to non-profit organizations at which a related person’s only relationship is as an employee (other than an executive officer) if the aggregate amount involved is less than both $1.0 million and two percent (2%) of the organization’s consolidated gross annual revenues.

(a) the Director has an immediate family member who is a current employee of the Company’s internal or external auditor, but the immediate family member does not personally work on the Company’s audit; or (b) the Director or an immediate family member was, within the last three years, a partner or employee of such a firm but no longer works at the firm and did not personally work on the Company’s audit within that time;

the Director or an immediate family member is, or has been within the last three years, employed at another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee, but the Director or the Director’s immediate family member is not an executive officer of the other company and his or her compensation is not determined or reviewed by that company’s compensation committee;

the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater;

the Director is a partner or the owner of five percent (5%) or more of the voting stock of another company that has made payments to, or received payments from, the Company for property or services in any of the last three fiscal years, but the total payments in each year were less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater;

the Director is a partner, the owner of five percent (5%) or more of the voting stock or an executive officer of another company which is indebted to the Company, or to which the Company is indebted, but the total amount of the indebtedness in each of the last three fiscal years was less than $1.0 million, or two percent (2%) of such other company’s consolidated gross revenues, whichever is greater; and

the Director or an immediate family member is a director or an executive officer of a non-profit organization to which the Company has made contributions in any of the last three fiscal years, but the Company’s total contributions to the organization in each year were less than $1.0 million, or two percent (2%) of such organization’s consolidated gross revenues, whichever is greater.

Audit Committee

Members

John F. Killian (Chair)

Armando J. Olivera

Michael W. Ranger

Linda S. Sanford

L. Frederick Sutherland

Independent Directors: 5

Meetings Held in 2021: 7

Role & Responsibilities

The primary responsibility of the Audit Committee is to assist the Board in fulfilling its oversight responsibility for:

§   The integrity of the Company’s financial statements;

§   The Company’s compliance with legal, regulatory, and ethical requirements;

§   The qualifications, independence, and performance of the Company’s independent auditors; and

§   The performance of the Company’s internal audit function.

The Audit Committee’s responsibilities also include:

§   The appointment, compensation, retention, oversight, and termination of the work of the Company’s independent auditors;

§   Pre-approving all auditing services and non-audit services permitted by law to be provided to the Company by its independent auditors;

§   Evaluating, at least once every five years, whether it is appropriate to rotate the Company’s independent auditors;

§   Meeting with the Company’s management, including the General Counsel, Con Edison of New York’s General Auditor, and the Company’s independent auditors, several times a year to discuss internal controls and accounting matters, the Company’s financial statements, filings with the SEC, earnings press releases and the scope and results of the auditing programs of the Company’s independent auditors and of Con Edison of New York’s internal auditing department;

§   Overseeing the Company’s risk assessment, risk management processes and the management of such risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Audit Committee; and

§   Reviewing, at least semi-annually, cybersecurity matters.

Financial Expertise

The Board of Directors of the Company has determined that each member of the Audit Committee is financially literate and that John F. Killian, Armando J. Olivera, Michael W. Ranger, and L. Frederick Sutherland are each an “audit committee financial expert” as the term is defined in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934.

Independence

The Board has affirmatively determined that each member of the Audit Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each member of the Audit Committee is “independent” as defined in Rule 10A-3 of the Securities Exchange Act of 1934.

Appointment of Independent Accountants

The Audit Committee is directly responsible for the appointment of the Company’s independent accountants, subject to stockholder ratification at the Annual Meeting. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent accountants for the fiscal year 2022. If the appointment of PwC is not ratified, the Audit Committee will take this into consideration in the future selection of independent accountants.

Corporate Governance and Nominating
Committee

Members

Michael W. Ranger
(Chair & Lead Director)

John F. Killian

Karol V. Mason

Linda S. Sanford

Deirdre Stanley

Independent Directors: 5

Meetings Held in 2021: 4

Role & Responsibilities

The responsibilities of the Corporate Governance and Nominating Committee include:

§   Annually reviewing the Company’s Corporate Governance Guidelines adopted by the Board that address the size, composition and responsibilities of the Board and making recommendations, if appropriate, for revisions or additions thereto;

§   Annually reviewing the Board Committee charters and proposed changes thereto;

§   Establishing and recommending to the Board criteria for selecting new Directors, which will, among other things, reflect factors relating to the diversity of the Board (including, but not limited to, diversity of gender, ethnicity, race, nationality, and sexual orientation);

§   Reviewing the qualifications of possible Director candidates against the criteria developed, including candidates duly suggested by stockholders;

§   Recommending to the Board candidates to fill vacancies on the Board;

§   Recommending to the Board candidates for election or re-election to the Board;

§   Recommending to the Board whether to accept any Director resignations;

§   Recommending to the Board candidates and chairs for appointment to the Board’s committees;

§   Recommending to the Board standards to assist it in making determinations of independence in accordance with the New York Stock Exchange listing standards;

§   Overseeing related person transactions and the related policies;

§   Bi-annually reviewing Board and Committee compensation and recommending changes, if appropriate, to the Board;

§   Overseeing the evaluation of the Board and management, including the establishment of criteria and processes for the annual performance self-evaluation of the Board and each committee of the Board;

§   Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Corporate Governance and Nominating Committee;

§   Reviewing and making recommendations to the Board on any stockholder proposals and other practices relative to stockholder engagement;

§   Reviewing significant corporate governance trends, best practices and issues which may impact the Company or its subsidiaries, ensuring the oversight of relevant corporate governance issues by the Board and its committees, and making appropriate recommendations to the Board regarding these matters, including the reporting thereof; and

§   Overseeing the Company’s approach to political and lobbying activities and receiving periodic reports with respect to the Company’s political contributions, lobbying and trade association activities.

Independence

The Board has affirmatively determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each member of the Corporate Governance and Nominating Committee meets the additional, heightened independence criteria required by law and the New York Stock Exchange’s listing standards.

Executive Committee

Members

Timothy P. Cawley (Committee member and Chair effective January 1, 2022)

Ellen V. Futter

John F. Killian

John McAvoy

(Committee member and Chair through

December 31, 2021)

Armando J. Olivera

Michael W. Ranger

Independent Directors: 3

Meetings Held in 2021: 0

Role & Responsibilities

The Executive Committee may exercise, during intervals between Board meetings, all the powers vested in the Board, except for certain specified matters.

Independence

The Board has affirmatively determined that the following members of the Executive Committee meet the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines: John F. Killian, Armando J. Olivera, and Michael W. Ranger.

Finance Committee

Members

L. Frederick Sutherland (Chair)

William J. Mulrow

Armando J. Olivera

Michael W. Ranger

Linda S. Sanford

Independent Directors: 5

Meetings Held in 2021: 8

Role & Responsibilities

The primary responsibility of the Finance Committee is to review and make recommendations to the Board with respect to the Company’s financial condition and plans.

The Finance Committee’s responsibilities also include:

§   Reviewing the annual operating and capital budgets of the Company;

§   Reviewing and approving certain expenditures;

§   Reviewing the Company’s five-year forecast;

§   Reviewing periodic financial reports to be submitted to the Board;

§   Reviewing dividend policy and actions;

§   Annually reviewing the Company’s arrangements for credit;

§   Annually reviewing the Company’s and its subsidiaries’ plans for issuances of securities and other proposed financings;

§   Consistent with Board authorization of such transaction, approving the specific terms of each Company security issue, financing, redemption or repurchase of securities;

§   Reviewing the Company’s and its subsidiaries’ investment policies for cash investments;

§   Overseeing the Company’s strategic business plan;

§   Reviewing certain procurement contracts and purchases and sales of assets;

§   Reviewing certain real estate transactions and litigation settlements; and

§   Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties, and responsibilities of the Finance Committee.

Independence

The Board has affirmatively determined that each member of the Finance Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Management

Development and

Compensation

Committee

Members

Deirdre Stanley (Chair)

John F. Killian

Dwight A. McBride

William J. Mulrow

Michael W. Ranger

L. Frederick Sutherland

Independent Directors: 6

Meetings Held in 2021: 6 (with Mercer attending 3 meetings)

Role & Responsibilities

The responsibilities of the Management Development and Compensation Committee (the “Compensation Committee”) include:

§   Reviewing and approving, at least annually, the Company’s goals and objectives relevant to the compensation of the Company’s Named Executive Officers, including the Chief Executive Officer;

§   Leading the performance evaluation and setting the compensation level of the Company’s Chief Executive Officer and other executives based on the evaluation of their performance;

§   Reviewing and making recommendations to the Board relating to officer and senior management appointments;

§   Reviewing and making recommendations to the Board regarding the Company’s annual incentive plan and equity plans;

§   Reviewing the recommendations of management with respect to new plans, plan amendments and plan terminations;

§   Reviewing the Company’s Compensation Discussion and Analysis (“CD&A”), related disclosures that are required, by SEC rules, to be included in the Company’s annual report and proxy statement and other disclosures that may be necessary or desirable;

§   Recommending whether the Company’s CD&A should be included in the Company’s annual report and proxy statement;

§   Providing the compensation committee report the SEC rules require to be included in the Company’s annual report and proxy statement;

§   Assessing the independence of compensation consultants;

§   Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties and responsibilities of the Management Development and Compensation Committee;

§   Reviewing and making recommendations as necessary to provide for orderly succession and transition in the senior management of the Company, including leadership training;

§   Receiving reports and reviewing the Company’s human capital management systems and policies;

§   Making recommendations to help maintain equal employment opportunity, a diverse and inclusive workforce, adequate executive management and compensation, and orderly management succession;

§   Overseeing the Company’s policies and strategies relating to talent development and human capital management, including diversity and inclusion;

§   Reviewing reports of plan officials and the Company’s General Auditor and General Counsel as to the plan’s compliance with ERISA; and

§   Reviewing the audited financial statements of the plans and reports of management and plan officials with respect to the administration and performance of the pension and other benefit funds.

Independence

The Board has affirmatively determined that each member of the Management Development and Compensation Committee meets the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. In addition, each of the members of the Compensation Committee is “independent,” as defined in the New York Stock Exchange’s listing standards under Rule 10C-1 of the Securities Exchange Act of 1934, and meets the “outside director” criteria of Section 162(m) of the Internal Revenue Code and the “Non-Employee” Director criteria of Rule 16b-3 under the Securities Exchange Act of 1934.

Safety, Environment, Operations and

Sustainability Committee

Members

Armando J. Olivera (Chair)

Ellen V. Futter

Karol V. Mason

John McAvoy (effective January 1, 2022)

Dwight A. McBride

William J. Mulrow

Independent Directors: 4

Meetings Held In 2021: 4

Role & Responsibilities

The primary responsibility of the Safety, Environment, Operations and Sustainability Committee is to oversee the Company’s efforts relating to corporate responsibility and sustainability, which includes operating in a safe, environmentally sensitive and socially responsible manner, guarding the health and safety of Company employees and the public, supporting the development and success of Company employees, delivering value to customers and fostering growth to meet the expectations of investors.

The Safety, Environment, Operations and Sustainability Committee’s responsibilities also include:

§   Reviewing significant issues identified by the Company relating to: (i) the Company’s subsidiaries’ environment, health and safety programs, (ii) the Company’s subsidiaries’ compliance with environment, health and safety laws and regulations, (iii) the Company’s corporate environment, health and safety policies and procedures, and (iv) the Company’s subsidiaries’ operating systems;

§   Providing advice and counsel to the Company’s management on: (i) corporate environment, health and safety policies and matters, and (ii) other sustainability matters;

§   Providing oversight to the Company’s management on the design, operation, maintenance and performance of the Company’s operating systems and reviewing significant issues identified by the Company relating to the reliable operation of the Company’s operating systems;

§   Reviewing significant developments and emerging issues and risks identified by the Company relating to the Company’s sustainability priorities;

§   Annually reviewing the Company’s Annual Sustainability Report;

§   Reviewing significant climate change and sustainability trends and issues that may affect the operations of the Company or its subsidiaries, and advising the Board regarding plans and programs with respect thereto, including reporting of these matters; and

§   Overseeing the Company’s management of risks that have been identified through the Company’s enterprise risk management program, relating to the purpose, duties and responsibilities of the Safety, Environment, Operations and Sustainability Committee.

Independence

The Board has affirmatively determined that the following members of the Safety, Environment, Operations and Sustainability Committee meet the independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines: Armando J. Olivera, Karol V. Mason, Dwight A. McBride, and William J. Mulrow.

STOCKHOLDER ENGAGEMENT

1

Annual Meeting

2

Post-Annual

Meeting

3

Off-season

Engagement and Evaluation of

Best Practices

4

Engagement Prior to

Annual Meeting

§  Stockholders may engage with Board members and senior management

§  Stockholders may ask questions and voice opinions about the Company, its practices, policies, and operations

§  Voting results for management and stockholder proposals are determined

§  Review voting results in light of existing practices, as well as feedback received from stockholders during proxy engagement season and annual meeting

§  Review corporate governance trends, regulatory developments, and the Company’s corporate governance documents, policies, and procedures

§  Determine topics for discussion during off-season stockholder engagement

§  Engage with stockholders to better understand their viewpoints and inform Board and committee discussions

§  Explore corporate ESG best practices

§  Report results of stockholder engagement team activities to Corporate Governance and Nominating Committee and the Board

§  Evaluate and discuss potential changes to Company executive compensation and governance practices and disclosures

§  Seek feedback on potential matters for stockholder consideration at the annual meeting

§  Discuss stockholder proposals with proponents, when appropriate

§  Publish annual report and proxy statement

Members of Core Stockholder Engagement Team

Others Included in Stockholder Engagement Efforts

§  Chief Financial Officer

§  Treasurer

§  Investor Relations

§  Chief Executive Officer and subsidiary Presidents

§  Other senior officers and business unit heads

§  Corporate Secretary

§  Environment, Health & Safety Executives

§  Corporate Affairs Executives

§  Strategic Planning Executives

DIRECTOR COMPENSATION

Amount

($)

Annual Retainer

115,000

Non-executive Chairman Retainer

160,000

Lead Director Retainer

35,000

Chair of Audit Committee Retainer

30,000

Member of Audit Committee Retainer (excluding the Audit Committee Chair)

15,000

Chair of Corporate Governance and Nominating Committee Retainer

15,000

Chair of Finance Committee Retainer

15,000

Chair of Management Development and Compensation Committee Retainer

20,000

Chair of the Safety, Environment, Operations and Sustainability Committee Retainer

15,000

Acting Committee Chair Fee (where the regular Chair is absent)

200

Annual Equity Award (Deferred Stock Units)⁽¹⁾

150,000

Effective April 1, 2022, the value of the Annual Equity Award granted to non-employee Directors was increased from $150,000 to $160,000.

  Fees Earned or  

Paid in Cash

Stock

         Awards⁽¹⁾        

All Other

  Compensation⁽²⁾  

        Total        

Name

($)

($)

($)  

($)

Timothy P. Cawley⁽⁴⁾

—  

—  

—  

—  

George Campbell, Jr.⁽⁵⁾

Ellen V. Futter

115,000

150,000

5,000

270,000

John F. Killian

145,000

150,000

—  

295,000

Karol Mason

115,000

200,000

2,500

317,500

John McAvoy

275,000

150,000

—  

425,000

Dwight A. McBride

115,000

200,000

5,000

320,000

William J. Mulrow

115,000

150,000

—  

265,000

Armando J. Olivera

145,000

150,000

5,000

300,000

Michael W. Ranger

180,000

150,000

—  

330,000

Linda S. Sanford

130,000

150,000

—  

280,000

Deirdre Stanley

L. Frederick Sutherland

145,000

150,000

—  

295,000

Upon their appointment as non-employee Directors on January 1, 2021, Ms. Mason and Dr. McBride each received a pro-rata grant of 692 stock units valued at $72.27 per share, the equivalent of $50,000. On May 18, 2021, each of the non-employee Directors who was elected at the 2020 Annual Meeting received a grant of 1,905 stock units valued at $78.73 per share, the equivalent of $150,000. The stock units were fully vested at the time of grant. The stock units are valued in accordance with FASB ASC Topic 718. The aggregate number of stock units outstanding for each non-employee Director as of December 31, 2021 is as follows: Ms. Futter—38,538; Mr. Killian—33,739; Ms. Mason—2,683; Mr. McAvoy—2,876; Dr. McBride —2,597; Mr. Mulrow—10,085; Mr. Olivera—18,817; Mr. Ranger—72,632; Ms. Sanford—15,975; Ms. Stanley—15,946, and Mr. Sutherland—70,347.

The “All Other Compensation” column includes matching contributions made by the Company to qualified institutions under its matching gift program. All Directors and employees are eligible to participate in this program. Under the Company’s matching gift program, the Company matches up to a total of $5,000 per eligible participant on a one-for-one basis to qualified institutions per calendar year.

The amounts reported in the “All Other Compensation” column include amounts matched by the Company at the end of 2020 and paid in 2021 under the Company’s matching gift program.

Mr. Cawley did not receive any Director compensation because he is an employee of the Company.

Dr. Campbell, Jr. retired from the Board in 2021 because he passed his 75th birthday and, as a result, was not eligible for an annual equity award.

STOCK OWNERSHIP

Name

  Shares Beneficially  

Owned⁽¹⁾

  Other Equity-Based  

Holdings⁽²⁾

      Total⁽³⁾       

(#)

(#)

(#)

George Campbell, Jr.⁽⁴⁾

2,653

9,102

11,755

Ellen V. Futter

34,884

6,000

40,484

John F. Killian

18,230

13,599

31,829

Karol V. Mason

—

2,683

2,683

John McAvoy⁽⁵⁾

8,322

—

8,322

Dwight A. McBride

2,597

—

2,597

William J. Mulrow

769

9,316

10,085

Armando J. Olivera

19,317

—

19,317

Michael W. Ranger

72,632

—

72,632

Linda S. Sanford

18,375

—

18,375

Deirdre Stanley

12,711

3,235

15,946

L. Frederick Sutherland

66,436

7,911

74,347

Timothy P. Cawley

4,375

13,015

17,390

Robert Hoglund

13,301

30,000

43,301

Matthew Ketschke

620

941

1,561

Deneen L. Donnley

1,062

—

1,062

Robert Sanchez

4,291

5,086

9,377

Directors and Executive Officers as a group, including the above-named persons (25 persons)

295,133

174,017

469,150

The number of shares shown includes shares of Company Common Stock that are individually or jointly owned, as well as shares over which the individual has sole or shared investment or sole or shared voting power. The number of shares shown also includes vested stock units, as to which the individual may obtain investment or voting power within 60 days following separation from service: Dr. Campbell, Jr.—2,653; Ms. Futter—32,538; Mr. Killian—18,230; Ms. Mason—0; Mr. McAvoy—2,876; Dr. McBride—2,597; Mr. Mulrow—0; Mr. Olivera—18,817; Mr. Ranger—72,632; Ms. Sanford—15,975; Ms. Stanley—12,711; Mr. Sutherland—62,436; Mr. Cawley—0; Mr. Hoglund—2,000; Mr. Ketschke—0; Ms. Donnley—0; Mr. Sanchez—0; and directors and executive officers as a group—242,509.

Represents vested stock units, as to which the individual may not, within 60 days after February 28, 2022, obtain investment or voting power.