Item 5.02 |
Departure of Directors or Principal Officers; Election Of Directors; Appointment of Principal Officers |
On June 4, 2024, Robert Hoglund, Senior Vice President and Chief Financial Officer (principal financial officer) of each of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“CECONY”) announced his plan to retire from the role of the Chief Financial Officer on July 8, 2024. Mr. Hoglund will continue to serve as Senior Vice President of Con Edison and CECONY until his retirement from the companies later this year to provide for a smooth transition.
Also on June 4, 2024 and as part of the companies’ succession plans, Con Edison and CECONY announced that Kirkland B. Andrews will succeed Mr. Hoglund as Senior Vice President and Chief Financial Officer (principal financial officer), effective July 8, 2024. Mr. Andrews, age 56, currently serves as the Executive Vice President and Chief Financial Officer of Evergy, Inc. (NASDAQ: EVRG), a public utility holding company that through its subsidiaries provides energy to customers in Kansas and Missouri. Mr. Andrews joined Evergy, Inc. in 2021 after serving as the Executive Vice President and Chief Financial Officer of NRG Energy, Inc., an integrated power company, since 2011. Mr. Andrews currently serves on the board of directors for RPM International Inc. (NYSE: RPM), a high-performance coating, sealants and specialty chemicals company, where he is a member of the Audit Committee and previously served as
co-chair
of the Operating Improvement Committee.
Mr. Andrews entered into an offer letter with Con Edison that provides him with a compensation package consisting of an initial annual base salary of $810,000. Mr. Andrews will also be eligible to participate in Con Edison’s Executive Incentive Plan, with an initial target award equal to 80% of his annual base salary, and in Con Edison’s 2023 Long Term Incentive Plan, with an initial target grant date award equal to 210% of his annual base salary. To induce Mr. Andrews to accept the position and, in part, to replace compensation that Mr. Andrews is forfeiting by departing from his current employer, Mr. Andrews will receive an initial
one-time
award of time-based restricted stock units with a grant date fair value of $4,500,000 that will vest 34%, 33% and 33% on the first, second and third anniversaries of his start date, respectively, subject to his continued employment in good standing with the companies on the applicable vesting dates.
The foregoing summary of the offer letter is qualified in its entirety by reference to the full text of the offer letter, dated June 4, 2024, a copy of which is attached hereto as Exhibit 10 and is incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure |
On June 10, 2024, Con Edison and CECONY issued a press release announcing the retirement of Mr. Hoglund and the appointment of Mr. Andrews. A copy of the press release is “furnished” as Exhibit 99 to this report pursuant to Item 7.01 of
Form 8-K, and
the information contained therein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section or deemed to be incorporated by reference into Con Edison’s and CECONY’s filings under the Securities Act of 1933, as amended.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits