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Consolidated Edison 8-K Report, Executive Changes (Jun 10, 2024)

Reports
Leadership Changes·Regulation FD·Exhibits & Filings
Filing Date
Filed June 10, 2024
Period End
June 4, 2024
Security
ED
In the record · 2016–202610-K1110-Q328-K142

ED filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 142 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jan ’18Jan ’18
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Material agreement8-K · Jun ’22Jun ’22
  4. Leadership change8-K · Jul ’26Jul ’26

Summary

Summary of the 8-K filed June 10, 2024. Cited figures are marked; the original filing is the authoritative source.

Consolidated Edison (ED) disclosed in an 8-K filed June 10, 2024 that CFO Robert Hoglund will retire from the Chief Financial Officer role on July 8, 2024, and that Kirkland B.

Andrews, currently EVP and CFO of Evergy, Inc., will succeed him effective the same date. Hoglund will remain as Senior Vice President of Con Edison and its utility subsidiary CECONY until his full retirement later in 2024 to support a smooth handover. The company frames the change as part of its planned succession process rather than a response to any operational or financial problem, and the filing contains no disclosure of financial results, guidance changes, or litigation.

From a compensation and governance standpoint, Andrews receives an initial base salary of $810,000,a a target Executive Incentive Plan award of 80% of base salary, and a 2023 Long Term Incentive Plan target grant-date award of 210% of base salary. To offset forfeited compensation from Evergy and to induce acceptance, he also receives a one-time time-based restricted stock unit grant with a $4.5 million grant-date fair value, vesting 34%, 33% and 33% on the first three anniversaries of his start date. Andrews brings roughly 13 years of CFO experience at public utilities, including prior roles at NRG Energy, and sits on the board of RPM International.

He will report to Chairman and CEO Tim Cawley. For investors, the key takeaways are continuity and experience rather than a change in strategy: the transition is pre-planned, has an overlapping period with the outgoing CFO, and is supported by a sizeable equity retention package.

The press release also highlights Con Edison's recent 50th consecutive annual dividend increase and management's emphasis on financial strength as a pillar of growth tied to New York's clean energy transition. Investors will likely watch whether Andrews maintains the company's financing approach and capital plan execution after the July 2024 handover.

Key Highlights

  1. Robert Hoglund, SVP and CFO of Con Edison and CECONY, will retire from the CFO role effective July 8, 2024, and remain as SVP until full retirement later in 2024.
  2. Kirkland B. Andrews, age 56, currently EVP and CFO of Evergy, Inc., will become SVP and CFO of Con Edison and CECONY effective July 8, 2024.
  3. Andrews' offer letter includes a $810,000 initial base salary, an 80% target Executive Incentive Plan award, and a 210% target 2023 LTIP grant-date award.
  4. A one-time RSU award with a $4.5 million grant-date fair value vests 34%, 33% and 33% over three years, partly to replace compensation forfeited from Evergy.
  5. Andrews has about 13 years of CFO experience at public utilities and previously served as EVP and CFO of NRG Energy from 2011.
  6. The press release cites Con Edison's 50th consecutive annual dividend increase as evidence of strong results under Hoglund's tenure.
  7. The filing describes the transition as part of a planned succession process, with no disclosed financial results, guidance changes or operational issues.

Frequently Asked Questions

  1. Why is Con Edison's CFO changing?

    Robert Hoglund announced his plan to retire as CFO, and the company says the change is part of its succession planning. Hoglund will stay on as Senior Vice President until his retirement later in 2024 to ensure a smooth transition.

  2. Who is replacing Robert Hoglund and what is their background?

    Kirkland B. Andrews will succeed Hoglund as SVP and CFO effective July 8, 2024. He comes from Evergy, Inc., where he has been EVP and CFO since 2021, and previously was EVP and CFO of NRG Energy from 2011. He has about 13 years of CFO experience at public utilities and sits on the board of RPM International.

  3. What compensation will the new CFO receive?

    Andrews will receive an initial base salary of $810,000, a target Executive Incentive Plan award of 80% of base salary, and a 2023 LTIP target grant-date award of 210% of base salary. He also gets a one-time RSU award with a $4.5 million grant-date fair value, vesting 34%, 33% and 33% over the first three anniversaries of his start date, partly to replace compensation he is forfeiting at Evergy.

  4. Does this announcement signal any financial problems at Con Edison?

    The filing does not indicate any financial or operational problems. It contains no changes to earnings, guidance, or capital plans, and the press release emphasizes continued financial strength, the recent 50th consecutive dividend increase, and growth opportunities tied to New York's clean energy transition.

  5. Who will Andrews report to and what should investors watch?

    Andrews will report to Chairman and CEO Tim Cawley. Investors may watch whether Andrews maintains the company's financing strategy and capital plan execution after the July 8, 2024 handover, as well as any updates on the overlap period with Hoglund.