8-KLeadership ChangesExhibits & Filings

CONSOLIDATED EDISON INC 8-K Report, Executive Changes (Jan 5, 2007)

Filed January 5, 2007For Securities:ED

Summary

Consolidated Edison, Inc. (ED) filed an 8-K on January 5, 2007, reporting an amendment to its 2005 Executive Incentive Plan. The amendment, effective December 29, 2006, modifies how the maximum incentive fund is determined and how awards are allocated to eligible executives. Key changes include explicitly considering Company Net Income, Operating Budget, and Performance Indicators when setting the maximum fund. Crucially, the plan introduces a stringent condition: if the company omits its common stock dividend or if net income falls below 90% of its target, the maximum fund will be reduced to zero, barring a specific committee determination otherwise. This suggests a stronger alignment between executive compensation and key financial performance metrics, with a heightened emphasis on dividend sustainability.

Key Highlights

  • 1Amendment No. 1 to the 2005 Executive Incentive Plan was entered into on December 29, 2006.
  • 2The amendment modifies the determination of the maximum incentive fund based on executive salaries.
  • 3Consideration of Company Net Income, Operating Budget, and Performance Indicators is now explicitly required for determining the maximum fund.
  • 4A significant condition is introduced: the maximum fund is reduced to zero if the company omits its common stock dividend or net income is less than 90% of target, unless the Committee decides otherwise.
  • 5Awards to participants will be based on Company Net Income, Operating Budget goals, Performance Indicators, and individual performance.
  • 6This amendment aims to more closely link executive compensation to the company's financial performance and dividend payout policy.

Frequently Asked Questions

The main purpose of the amendment is to strengthen the link between executive compensation and the company's financial performance and stability. It explicitly requires consideration of key financial metrics like Net Income and Operating Budget, and introduces a penalty for omitting dividends or significantly missing net income targets, potentially reducing executive bonuses to zero.

The filing does not specify what the 'Performance Indicators' are. These are defined within the Amendment document itself and would typically include operational or strategic goals relevant to Consolidated Edison's business, such as reliability, customer satisfaction, or safety metrics.

If Consolidated Edison omits its common stock dividend or its net income falls below 90% of its target, the amendment mandates that the maximum fund for executive incentive compensation be reduced to zero, unless the Management Development and Compensation Committee decides otherwise. This signals a commitment to prioritizing shareholder returns (dividends) and achieving financial targets before discretionary executive bonuses are paid.

Eligible participants are executives designated by the Management Development and Compensation Committee of the Company's Board of Trustees. The awards are based on various performance metrics and individual performance, unless a participant has a specific employment agreement that dictates otherwise.