Consolidated Edison Inc DEF 14A, filed Apr 9, 2025

Consolidated Edison Inc (ED)

DEF 14A 2025-04-09 For: 2025-05-19

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Added on June 12, 2026

About this DEF 14A

Consolidated Edison Inc filed this DEF 14A on April 9, 2025.

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SUMMARY
Proxy Statement Summary		1
▪	2025 Annual Meeting of Stockholders	1
▪	Stockholder Voting Matters	2
▪	Corporate Governance Practices	4
▪	Changes to Incentive Programs for 2024 and New Equity Award Grant Policy	6
▪	Compensation Policies and Governance Practices	7
PROXY STATEMENT
Election of Directors		8
▪	Proposal No. 1 Election of Directors	8
▪	Information about the Director Nominees	9
▪	Skills and Experience of Director Nominees	10
The Board of Directors		18
▪	Meetings and Board Members’ Attendance	18
▪	Corporate Governance	18
▪	Leadership Structure	18
▪	Risk Oversight	19
▪	Cybersecurity Risk Oversight	19
▪	Corporate Sustainability	20
▪	Human Capital	21
▪	Proxy Access	23
▪	Related Person Transactions Policy	23
▪	Board Members’ Independence	24
▪	Standing Committees of the Board	25
▪	Selection of Director Candidates	30
▪	Compensation Consultant	31
▪	Communications with the Board of Directors	31
Stockholder Engagement		32
▪	Overview	32
▪	Stockholder Engagement Highlights	33
Director Compensation		34


▪	Overview	34
▪	Elements of Compensation	34
▪	Stock Ownership Guidelines	35
▪	Long Term Incentive Plan	35
▪	Stock Purchase Plan	35
▪	Director Compensation Table	36
Stock Ownership		37
▪	Stock Ownership of Directors and Executive Officers	37
▪	Stock Ownership of Certain Beneficial Owners	38
Independent Accountants Ratification		39
▪	Proposal No. 2 Ratification of the Appointment of Independent Accountants	39
▪	Fees Paid to PricewaterhouseCoopers LLP	39
Audit Committee Matters		40
▪	Audit Committee Report	40
Advisory Vote		41
▪	Proposal No. 3 Advisory Vote to Approve Named Executive Officer Compensation	41
Compensation Discussion and Analysis		42
▪	Table of Contents	42
▪	Introduction	43
▪	Executive Summary	44
▪	Executive Compensation Philosophy and Objectives	46
▪	Role of Compensation Committee and Others in Determining Executive Compensation	50
▪	Compensation Elements	51
▪	Retirement and Other Benefits	67
▪	Risk Mitigation	69
▪	Tax Deductibility of Pay	70
Summary Compensation Table		71
Grants of Plan-Based Awards Table		73
Outstanding Equity Awards Table		75
Option Exercises and Stock Vested Table		76
Pension Benefits		77
▪	Pension Plan Benefits	77
▪	Defined Benefit Pension Table	78


Non-Qualified Deferred Compensation		79
▪	Deferred Income Plan	79
▪	Savings Plan	79
▪	Non-Qualified Deferred Compensation Table	80
Potential Payments Upon Termination of Employment or Change in Control		82
▪	Equity Acceleration	84
▪	Incremental Retirement Amounts	84
▪	Termination Without Cause or a Resignation for Good Reason	84
▪	Payments Upon Termination of Employment in Connection with a Change in Control	85
▪	Section 280G Reduction	85
▪	Death Benefit	85
Compensation Committee Report		86
Compensation Risk Management		87
Pay Ratio		88
Pay Versus Performance		89
Delinquent Section 16(a) Reports		94
Certain Information as to Insurance and Indemnification		94
Questions and Answers About the 2025 Annual Meeting and Voting		95
▪	Proxy Materials	95
▪	Voting and Related Matters	96
▪	Annual Meeting Information	97
Stockholder Proposals for the 2026 Annual Meeting		99
▪	Proposals for Inclusion in 2026 Proxy Statement	99
▪	Director Nominations for Inclusion in 2026 Proxy Statement (Proxy Access)	99
▪	Other Proposals or Nominations to Come Before the 2026 Annual Meeting	99
Other Matters to Come Before the Meeting		100
Appendix A Reconciliation of Non-GAAP Financial Measures		A-1


			Date and Time						Monday, May 19, 2025, at 10:00 a.m., Eastern Daylight Time
			Virtual Annual Meeting Website Address						www.virtualshareholdermeeting.com/ED2025
									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.
			Record Date & Voting						Stockholders of record at the close of business on March 24, 2025 are entitled to vote at the Annual Meeting. On March 24, 2025, 360,200,271 shares of Common Stock were outstanding. Each outstanding share of Common Stock is entitled to one vote.
			Admission						Please follow the instructions contained in “Who Can Attend the Annual Meeting?” on page 97.
			Proxy Website						www.conedison.com/en/investors/shareholder-services



What We Do									Place a significant portion of the target total direct compensation for our Named Executive Officers “at risk” •70% of long-term incentive compensation was performance-based for 2024 (30% of long-term incentive compensation for 2024 was granted in the form of time-based restricted stock units)
									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 the MD&C 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
									Maintain (i) a recoupment (clawback) policy to comply with the final Dodd-Frank clawback rules adopted by the SEC and the New York Stock Exchange requiring the Company to recover erroneously awarded incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding the date the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements and (ii) a discretionary supplemental officer clawback policy covering all officers and other individuals designated as officers by the Company and selected subsidiaries, including former officers, allowing the MD&C Committee to recover incentive-based compensation, including all forms of bonuses and equity or equity-based awards (granted on or after January 1, 2024), in the event of a material accounting restatement for the preceding three fiscal years and for certain “cause” events occurring during the preceding one year period
									Maintain an environmental and sustainability performance measure in its operating objectives for short term annual incentives for the Named Executive Officers
									Maintain operating objective performance measures for cybersecurity, clean energy and electrification in its long-term incentive plan for the Named Executive Officers
									Limited perquisites for the Named Executive Officers of the Company
									Hold an annual say-on-pay vote (which received 93.19% stockholder support in 2024)


			Consolidated Edison, Inc. 4 Irving Place, New York, NY 10003 Dated: April 9, 2025


Location:						The 2025 Annual Meeting will be held by means of remote communications only. Based on stockholders’ and our experiences at our recent annual stockholder meetings, held virtually, we believe our virtual meeting format offers stockholders the same opportunities to participate as an in-person meeting and allows us to provide consistent opportunities for engagement to all stockholders regardless of their geographic location. Therefore, we plan to hold the 2025 Annual Meeting by means of remote communications only.


Items of Business:						a.To elect as the members of the Board of Directors the ten 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 2025; 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.



			IMPORTANT! Whether or not you plan to attend the meeting, we urge you to vote your shares of Company Common Stock by telephone, by internet, or by completing and returning a proxy card or a voter instruction form, so that your shares will be represented at the Annual Meeting.


What We Don't Do									Enter into employment agreements (other than the arrangements as described herein for Mr. Andrews)
									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 the Company’s change in 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 ten 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.


						Career Highlights Mr. Cawley has been Chairman of the Board of the Company and Con Edison of New York since January 1, 2022 and 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 and was President and Chief Executive Officer of Orange & Rockland from December 2013 through November 2017. He was Senior Vice President of Central Operations for Con Edison of New York from December 2012 through November 2013, having 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, Chairman of the Board and Director of Orange & Rockland and Chairman of the Board and Director, Con Edison Transmission, Inc. He is also a Director of the American Gas Association (a member of the Executive and Safety Committees), the Edison Electric Institute (a member of Executive Committee) and the Partnership for New York City (a member of Executive Committee), and a Board member of the Trust for Governors Island. Mr. Cawley has previously 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.
Board Committees: •Executive (Chair)


						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. He 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 1 and 2, was a Director of Houghton Mifflin Harcourt Company until it became a private company in April 2022, and is 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.
Board Committees: •Audit (Chair) •Corporate Governance and Nominating •Executive •Management Development and Compensation


						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 has been a member of the Independent Rikers Commission since November 2023 and the Board of the Volcker Alliance since January 2025. 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.
Board Committees: •Corporate Governance and Nominating •Safety, Environment, Operations and Sustainability


						Career Highlights Dr. McBride has been the Executive Director of the Center for the Study of Race, Ethnicity & Equity since June 2024 and the Gerald Early Distinguished Professor and a Senior Advisor to the Chancellor at Washington University in St. Louis since August 2023. Previously, Dr. McBride served as President of The New School in New York City from April 2020 to August 2023. Prior to joining The New School, Dr. McBride served as Provost and Executive Vice President for Academic Affairs at Emory University (since 2017). Dr. McBride previously held other academic leadership roles that all together span more than two decades, including 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 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, the Institute of International Education (since 2021) and the Dan David Prize (since 2021). Most recently (beginning January 2025), he joined the board of the St. Louis Art Museum. Dr. McBride has also served as a Trustee of The Cooper Union (until 2020), 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 at universities and other large and complex organizations with diverse stakeholders. Dr. McBride’s executive experience from the considerable leadership positions he has held in academia along with 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.
Board Committees: •Management Development and Compensation •Safety, Environment, Operations and Sustainability


						Career Highlights Mr. Mulrow is a Senior Advisory Director since May 2017 at Blackstone, 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 and member of the Nominating and Governance Committee at JBG Smith Properties and a Director and member of the Compensation and Nominating and Governance Committees at Titan Mining Corporation. Mr. Mulrow also served as a Director of Arizona Mining, Inc. until 2018. Attributes and Skills Mr. Mulrow has 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.
Board Committees: •Finance •Management Development and Compensation •Safety, Environment, Operations and Sustainability


						Career Highlights Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, a private equity investment firm, since 2004. Additionally, Mr. Ranger served as President and Chief Executive Officer of Covanta Holding Corporation from 2020 until November 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. He is a Trustee of the Atlantic Health System and was the Chairman of the Board of Trustees at St. Lawrence University Board until February 2023. Mr. Ranger also served as a Director of 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.
Board Committees: •Audit •Corporate Governance and Nominating (Chair and Lead Director) •Executive •Finance •Management Development and Compensation


						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. Ms. Sanford earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. Other Directorships Ms. Sanford is a Trustee of Con Edison of New York and The Interpublic Group of Companies, Inc. Ms. Sanford also formerly served as a Director of ITT Corporation, RELX PLC (formerly Reed Elsevier PLC) and Pitney Bowes. Ms. Sanford is also a Trustee of New York Hall of Science and also serves as a Trustee Emeriti of St. John’s University and Rensselaer Polytechnic Institute. She 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, data analytics, 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.
Board Committees: •Audit •Corporate Governance and Nominating •Finance


						Career Highlights Ms. Stanley was 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 from October 2019 until April 2, 2024. Ms. Stanley was Executive Vice President and General Counsel to Thomson Reuters from 2008 until October 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.
Board Committees: •Corporate Governance and Nominating •Management Development and Compensation (Chair)


						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. Other Directorships Mr. Sutherland is a Trustee of Con Edison of New York and a Director and the Chair of the Audit Committee of Colliers International Group Inc. and was a Director and the Chair of the Audit Committee of Sterling Check Corp. until its acquisition in November 2024. Mr. Sutherland is also a Trustee of Episcopal Community Services, a Philadelphia-based anti-poverty agency, a Trustee and Chair of the Audit and Compliance Committee of Duke University, a Trustee of the National Constitution Center, and a Trustee of People’s Light, a not-for-profit professional 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.
Board Committees: •Audit •Finance (Chair) •Management Development and Compensation


						Career Highlights Ms. Zoi was a Director and the Chief Executive Officer of EVgo Inc., an electric vehicle fast charging station network, from 2017 until her retirement in November 2023. Prior to joining EVgo Inc., Ms. Zoi has held numerous, senior executive and board positions in the energy industry, government, academia and non-profit sectors, including serving in the Obama Administration as the Assistant Secretary and Acting Under Secretary at the Department of Energy. Other Directorships Ms. Zoi is a currently a director of SPAN.IO, Inc., a manufacturer of at-home smart electric panels, and Chair of the Board of Directors of Scale Microgrid Solutions, LLC, a vertically integrated distributed energy company, and was a director of Soli Organic, Inc., an agricultural technology company from February 2022 until January 2025, and was formerly the founder and a director of Odyssey Energy Solutions, Inc., a software company for the distributed energy sector. Attributes and Skills Ms. Zoi has considerable management and leadership experience as a former Chief Executive Officer in an industry that is complimentary to that of the Company. Her experience from her leadership in both government and private enterprise supports the Board in its oversight of the Company’s sustainability, operations and strategic planning activities.
Board Committees: •Finance (since May 20, 2024) •Safety, Environment, Operations and Sustainability


Members: John F. Killian (Chair), Armando J. Olivera (until May 19, 2025), Michael W. Ranger, Linda S. Sanford, L. Frederick Sutherland


Members: Michael W. Ranger (Chair & Lead Director), John F. Killian, Karol V. Mason, Linda S. Sanford, Deirdre Stanley


Members: Timothy P. Cawley (Chair), Ellen V. Futter (until May 19, 2025), John F. Killian, Armando J. Olivera (until May 19, 2025), Michael W. Ranger


Members: L. Frederick Sutherland (Chair), William J. Mulrow, Armando J. Olivera (until May 19, 2025), Michael W. Ranger, Linda S. Sanford, Catherine Zoi (since May 20, 2024)


Members: Armando J. Olivera (Chair) (until May 19, 2025), Ellen V. Futter (until May 19, 2025), Karol V. Mason, Dwight A. McBride, William J. Mulrow, Catherine Zoi (since February 1, 2024)


Members: Deirdre Stanley (Chair), John F. Killian, Dwight A. McBride, William J. Mulrow, Michael W. Ranger, L. Frederick Sutherland


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 •Office of Corporate Secretary •Environment, Health & Safety Executives •Corporate Affairs Executives •Strategic Planning Executives


			Amount ($)

Annual Retainer			125,000
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			20,000
Chair of Finance Committee Retainer			20,000
Chair of Management Development and Compensation Committee Retainer			20,000
Chair of the Safety, Environment, Operations and Sustainability Committee Retainer			20,000
Acting Committee Chair Per Meeting Fee (where the regular Chair is absent)			200
Annual Equity Award (Deferred Stock Units)			170,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	All Other Compensation(2) ($)	Total ($)

Timothy P. Cawley(3)	—	—	—	—
Ellen V. Futter	122,500	170,000	—	292,500
John F. Killian	152,500	170,000	—	322,500
Karol Mason	122,500	170,000	—	292,500
Dwight A. McBride	122,500	170,000	—	292,500
William J. Mulrow	122,500	170,000	4,952	297,452
Armando J. Olivera	156,250	170,000	5,000	331,250
Michael W. Ranger	191,250	170,000	154,825	516,075
Linda S. Sanford	137,500	170,000	—	307,500
Deirdre Stanley	142,500	170,000	34,120	346,620
L. Frederick Sutherland	156,250	170,000	134,542	460,792
Catherine Zoi	112,390	210,000	—	322,390


Name	Shares Beneficially Owned(1) (#)	Other Equity-Based Holdings(2) (#)	Total(3) (#)

Timothy P. Cawley	6,843	104,852	111,695
Ellen V. Futter	39,953	6,000	45,953
John F. Killian	25,621	13,292	38,913
Karol V. Mason	—	8,346	8,346
Dwight A. McBride	7,667	—	7,667
William J. Mulrow	6,798	9,858	16,656
Armando J. Olivera	26,741	—	26,741
Michael W. Ranger	92,208	—	92,208
Linda S. Sanford	25,488	—	25,488
Deirdre Stanley	19,097	7,078	26,175
L. Frederick Sutherland	78,620	8,774	87,394
Catherine Zoi	2,237	—	2,237
Kirkland Andrews	—	—	—
Robert Hoglund	15,594	30,000	45,594
Matthew Ketschke	690	35,240	35,930
Deneen L. Donnley	2,159	29,006	31,165
Robert Sanchez	5,724	13,207	18,931
Directors and Executive Officers as a group, including the above-named persons (22 persons)	359,145	289,836	648,981


Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned (#)	Percent of Class (%)

BlackRock, Inc. 50 Hudson Yards New York, NY 10001	41,466,967(1)	12.0
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	41,840,474(2)	12.1
State Street Corporation State Street Financial Center One Congress Street, Suite 1 Boston, MA 02114-2016	26,140,772(3)	7.6


	2024 ($)	2023 ($)

Audit Fees	7,046,172	6,767,956
Audit-Related Fees(1)	316,253	1,124,923
Tax Fees	—	—
TOTAL	7,362,425	7,892,879


			The Board recommends FOR Proposal No. 2 Ratification of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting or by proxy. Abstentions are voted neither “for” nor “against,” and have no effect on the vote.


			The Board recommends FOR Proposal No. 3 Approval of Proposal No. 3 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting or by proxy. Abstentions and broker non-votes are voted neither “for” nor “against,” and have no effect on the vote. As an advisory vote, Proposal No. 3 is not binding on the Company, the Board, or the Compensation Committee. However, the Company, the Board, and the Compensation Committee will consider the voting results when making future compensation decisions for the Named Executive Officers.