DEF 14A of Exelon Corp, Mar 20, 2024

DEF 14A of Exelon Corp

Filed Mar 20, 2024 · FY20230001109357-24-000076

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | Calvin G. Butler, Jr., 54 PRESIDENT & CEO, EXELON Tenure: 1.2 years Committees: None | W. Paul Bowers, 67 INDEPENDENT Former Chairman and CEO of Georgia Power Company Tenure: 2.6 years Committees: ARC (Chair), CGC, OSCC | Marjorie Rodgers Cheshire, 55 INDEPENDENT Principal, A&R Development Corp. Tenure: 3.6 years Committees: TMCC (Chair), CGC, OSCC | Linda Jojo, 58 INDEPENDENT Executive Vice President, Chief Customer Officer of United Airlines Holdings, Inc. Tenure: 8.5 years Committees: ARC, OSCC | | Charisse Lillie, 71 INDEPENDENT CEO, CRL Consulting, LLC Former Director, PECO Energy Co. Tenure: 0.8 years Committees: TMCC, OSCC | Anna Richo, 63 INDEPENDENT Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. Tenure: 0.6 years Committees: ARC, TMCC | Matthew Rogers, 61 INDEPENDENT Operating Partner, Ajax Strategies, LLC and Sr. Partner Emeritus, McKinsey (Energy & Sustainability) Tenure: 0.8 years Committees: OSCC (Chair), ARC | Bryan Segedi, 64 INDEPENDENT Former Deputy Global Vice Chair of Assurance at Ernst & Young Tenure: 0.2 years Committees: ARC | | John Young, 67 INDEPENDENT - BOARD CHAIR Former President and CEO of Energy Future Holdings Corp. Tenure: 5.6 years Committees: CGC (Chair), TMCC | Our Director nominees represent a diverse mix of skills, experiences, and perspectives, which we believe enables them to provide valuable strategic advice to Exelon’s management and to effectively oversee the business and long-term interests of shareholders. In the past year alone, the Board has added four new directors, bringing fresh insights and perspectives, additional industry experience and further demographic diversity to the Board. Our Director nominees feature particularly deep utility and energy industry expertise, evidenced by Messrs. Butler’s, Young’s, and Bowers’s combined 80+ years of leadership experience in the utilities industry, Mr. Rogers’s 25-year career as a consultant for electric and gas utilities and energy companies, and Ms. Lillie’s 13 years of service on the board of PECO (an Exelon utility). Together with Mses. Richo’s and Jojo’s extensive leadership experience in other regulated industries, Ms. Rodgers Cheshire’s brand management knowhow, and Mr. Segedi’s public accounting expertise, the Board believes these Director nominees present a balanced, capable Board with the appropriate skills and experiences to lead Exelon. | | |

  3. Our Director Nominees

    | Directors’ Race/Ethnicity | Directors’ Gender | Directors’ Tenure | Directors’ Age | Independence | | 44% Diverse | 44% Female | 2.6 years Average Tenure | 62.2 years Average Age | 88% Independent |

  4. Our Director Nominees

    * Each director’s above committee assignments are as of April 30, 2024. ARC - Audit and Risk Committee; CGC - Corporate Governance Committee; TMCC - Talent Management and Compensation Committee; and OSCC - Operations, Safety and Customer Experience Committee

  5. Our Director Nominees

    | www.exeloncorp.com | 5 |

  6. Director Nominees

    Director Nominees The Board nominates the nine candidates named below for election as Directors. If elected by shareholders, each Director will serve a term ending with the 2025 annual meeting. Each nominee has agreed to be named in this proxy statement and to serve as a Director if elected. If any Director is unable to stand for election at the annual meeting, the Board may reduce the number of Directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute Director. Exelon does not expect that any Director nominee will be unable to serve. The Corporate Governance Committee and the Board believe the skills and experiences detailed above are well represented among the Director nominees and reflect an effective mix of backgrounds, experience, and diversity. In addition to the skills, characteristics, core competencies and other attributes previously described, the Corporate Governance Committee also considers whether each nominee has the time available, in light of other business and personal commitments, to effectively serve on Exelon’s Board. Among the criteria the Committee considers is the degree to which any incumbent Director nominee demonstrates effective and productive preparedness and engagement.

  7. Director Nominees

    | Calvin G. Butler, Jr. PRESIDENT AND CEO Age: 54 Director Since: December 2022 Other Public Company Boards: 0 Committees: None | Mr. Butler joined Exelon in 2008 and has more than 29 years of leadership experience in the utilities industry and in regulatory, legislative, and public affairs. Mr. Butler’s extensive executive management experience, together with his regulatory, external affairs, operations, customer service and innovation and technology expertise, allow him to provide valuable perspectives and insights on a variety of topics to the Board. He has been recognized by several organizations for his leadership and community commitment. Career Highlights •President and CEO, Exelon (Since 2022) •Chief Operating Officer, Exelon (2021 – 2022) •Senior Executive Vice President and Chief Executive Officer, Exelon Utilities (2019 – 2022) •Chief Executive Officer, Baltimore Gas and Electric Company (2014 – 2019) | Other Professional Experience •Vice-Chair, Edison Electric Institute •Vice-Chair, Institute of International Education •Member, Civic Committee of the Commercial Club of Chicago •Director, Economic Club of Chicago •Director, Chief Executives for Corporate Purpose •Trustee, Bradley University •Trustee, Library of Congress, James Madison Council •Past Chair, Greater Baltimore Committee Other Public Company Boards •RLI Insurance Company (2016 – 2023) •M&T Bank Corporation (2020 – 2022) |

  8. Director Nominees

    | www.exeloncorp.com | 19 |

  9. Director Nominees

    | John Young BOARD CHAIR; INDEPENDENT Age: 67 Director Since: July 2018 Chair Since: April 2022 Other Public Company Boards: 0 Committees:* •Corporate Governance *If re-elected, Mr. Young will assume the role of Chair of the Corporate Governance Committee and join the Talent Management and Compensation Committee, effective April 30, 2024. | Mr. Young has far-reaching leadership and operational expertise derived from his experiences in the industry, including as the former CFO of Exelon and as a former nuclear utility CEO. His deep industry knowledge brings valuable and broad industry insights to the Board. Additionally, his background in finance and investor relations brings important investor perspectives. Career Highlights •President, CEO, and Director, Energy Future Holdings Corp., formerly held a portfolio of competitive and regulated energy companies (2008 – 2016) (Retired) •Chief Financial Officer, Exelon Corporation (2005 – 2008) •President, Exelon Generation (2003 – 2004) •Various executive roles with Sierra Pacific Resources (now NV Energy), a Nevada public gas and electric utility company (2002 – 2003) and Southern Company, an Atlanta-based public gas and electric utility company (1983 – 2001) | Other Professional Experience •Director, United Services Automobile Association (USAA) •Former Director, Edison Electric Institute •Former Director, Nuclear Energy Institute |

  10. Director Nominees

    | W. Paul Bowers INDEPENDENT Age: 67 Director Since: July 2021 Other Public Company Boards: 1 Committees:* •Audit and Risk, Chair •Corporate Governance *If re-elected, Mr. Bowers will join the Operations, Safety, and Customer Experience Committee, effective April 30, 2024. | Mr. Bowers’s extensive experience in the utilities industry as well as broad financial knowledge and business experience bring great value to his service on the Board. His background serving as both a CEO and a CFO gives him a unique perspective on long-term strategy, corporate development, decisive leadership, and risk management. Additionally, Mr. Bowers’s public and private company board experience brings valuable insights and perspectives to our Board. Career Highlights •Chair and CEO, Georgia Power Company (2011 – 2021) (Retired) •President, Georgia Power Company (2011 – 2020) •Chief Financial Officer, Southern Company (2008 – 2010) •President, Southern Company Generation and Operations (2001 – 2008) | Other Professional Experience •Director, EnviroSpark, an electric vehicle infrastructure company •Director, Children’s Healthcare of Atlanta •Director, BrandSafway, a CD&R - Brookfield company •Former Member, Federal Reserve Bank of Atlanta, Energy Policy Council •Former Director, Nuclear Energy Institute •Former Chair, Nuclear Electric Insurance Ltd. •Former Chair, Metro Atlanta Chamber of Commerce •Former Chair, Georgia Chamber of Commerce •Former Member, Board of Regents of the University System of Georgia Other Public Company Boards •AFLAC (Since 2013); Lead Director Committees: Audit and Risk; Corporate Development (Chair); Corporate Social Responsibility and Sustainability; Executive |

  11. Director Nominees

    | 20 | Exelon 2024 Proxy Statement |

  12. Director Nominees

    | Marjorie Rodgers Cheshire INDEPENDENT Age: 55 Director Since: July 2020 Other Public Company Boards: 1 Committees:* •Talent Management and Compensation, Chair •Audit and Risk *If re-elected, Ms. Rodgers Cheshire will join the Corporate Governance and Operations, Safety, and Customer Experience Committees, and step down from the Audit and Risk Committee, effective April 30, 2024. | Ms. Rodgers Cheshire’s experience in organizational leadership and brand management and service on a public financial services company board, along with her deep understanding of compliance, strategy, asset management, marketing and brand development, are of significant value to the Board. Additionally, her involvement in the Baltimore community and her familiarity with this important market brings beneficial perspectives and insights. Career Highlights •Principal, A&R Development Corp., a diversified real estate investment company (Since 2004); previously President and Chief Operating Officer (2004 – 2021) •Senior Director of Brand & Consumer Marketing, National Football League (2001 – 2004) •Vice President of Business Development, Oxygen Media (2000 – 2001) | Other Professional Experience •Chair, Baltimore Equitable Insurance •Trustee, Johns Hopkins Medicine •Trustee, Thread, Inc. Other Public Company Boards •PNC Financial Services Group (Since 2014) Committees: Corporate Responsibility (Chair); Compliance Subcommittee (Chair); Nominating & Governance; Risk •Empowerment & Inclusion Capital I Corp. (2021 – 2022) Committees: Nominating & Governance (Chair); Audit |

  13. Director Nominees

    | Linda Jojo INDEPENDENT Age: 58 Director Since: September 2015 Other Public Company Boards: 0 Committees:* •Audit and Risk •Talent Management and Compensation *If re-elected, Ms. Jojo will join the Operations, Safety, and Customer Committee and step down from the Talent Management and Compensation Committee, effective April 30, 2024. | Ms. Jojo’s wealth of experience leading complex IT organizations brings valuable technology, cybersecurity, and innovation expertise to the Board. Her background in computer science and industrial engineering lends expertise to the Board’s risk oversight and cybersecurity programs and initiatives. Her current role as Chief Customer Officer at United Airlines also brings valuable experience in oversight of contact centers, customer solutions and innovation. Additionally, her experience working with organizations preparing young people for STEM careers brings insight to the Board’s oversight of Exelon’s youth outreach and workforce development programs. Career Highlights •Executive Vice President, Chief Customer Officer of United Airlines Holdings, Inc. (Since 2022); previously Executive Vice President, Technology & Chief Digital Officer (2017 – 2022) and Executive Vice President & Chief Information Officer (2014 – 2017) •Executive Vice President and Chief Information Officer, Rogers Communications Inc., a wireless communications and media company (2011 – 2014) •Senior Vice President and Chief Information Officer, Energy Future Holdings Corporation, formerly held a portfolio of competitive and regulated energy companies (2008 – 2011) | Other Professional Experience •Director, Federal Reserve Bank of Chicago •Trustee, Rensselaer Polytechnic Institute •Director, Hero Digital Holdings LLC •Former Chair, Board of Trustees, Adler Planetarium |

  14. Director Nominees

    | www.exeloncorp.com | 21 |

  15. Director Nominees

    | Charisse Lillie INDEPENDENT Age: 71 Director Since: April 2023 Other Public Company Boards: 0 Committees:* •Talent Management and Compensation *If re-elected, Ms. Lillie will join the Operations, Safety, and Customer Experience Committee, effective April 30, 2024. | Ms. Lillie brings a wealth of valuable experience to the Board through her years of experience on the PECO Board, her deep experience in community relations, and her leadership of the consulting firm she founded, which focuses on corporate governance, diversity, equity, and inclusion and corporate social responsibility. Her past executive leadership roles with Comcast Corporation and Comcast Foundation contribute to her expertise in customer experience, community engagement, and talent management. Additionally, her background in law and government contribute to her know-how in the areas of regulatory affairs and public policy. Career Highlights •CEO, CRL Consulting LLC (Since 2017) •Vice President, Community Investment, Comcast Corporation (2008 – 2017); previously Vice President, Human Resources (2005 – 2008) •Executive Vice President, Comcast Foundation (2008 – 2011 and 2016 – 2017); previously President (2011 – 2016) •Partner, Ballard Spahr Andrews & Ingersoll, LLP (1992 – 2005); including Chair of Litigation Department (2002 – 2005) •City Solicitor, City of Philadelphia (1990 – 1992) •General Counsel to the Redevelopment Authority of the City of Philadelphia (1988 – 1990) •Assistant U.S. Attorney for the Eastern District of Pennsylvania (Civil Division) (1985 – 1988) | Other Professional Experience •Director, Penn Mutual Life Insurance Company •Director, Independent Health Group, Inc. •Director, Franklin Institute Science Museum •Distinguished Director, United Way of Greater Pennsylvania and Southern New Jersey •Former Director, PECO Energy Company •Former Director and Chair of the Board, Federal Reserve Bank of Philadelphia |

  16. Director Nominees

    | 22 | Exelon 2024 Proxy Statement |

  17. Director Nominees

    | Anna Richo INDEPENDENT NEW Director Nominee Age: 63 Director Since: August 2023 Other Public Company Boards: 0 Committees:* •Audit and Risk *If re-elected, Ms. Richo will join the Talent Management and Compensation Committee, effective April 30, 2024. | Ms. Richo brings more than 30 years of regulated-industry experience as an attorney and legal executive, with extensive experience in compliance and business ethics, intellectual property and corporate litigation. Ms. Richo formerly served as the Corporate Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Cargill, Inc., a global food production and agricultural company, where she oversaw Cargill’s corporate governance, global ethics and compliance, global security, global government relations, law, and shareholder relations functions. Ms. Richo’s previous experience at biotechnology and pharmaceutical companies brings valuable insights related to operating in regulated industries. Additionally, Ms. Richo’s public company board experience and her board service on behalf of several charitable nonprofit organizations brings valuable insights and perspectives to our Board. Career Highlights •Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (Since January 2024); previously Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary (2019 - 2023) •Executive Vice President and General Counsel, UCB, a publicly-traded biopharmaceutical company based in Belgium (2012 - 2019) •Senior Vice President and Chief Compliance Officer, Amgen Inc. (2008 - 2012); previously Vice President, Law (2003 - 2008) •Chief Litigation Counsel, Associate General Counsel and Vice President of Law, Baxter Healthcare, a publicly-traded medical equipment manufacturer (1991 - 2003) | Other Professional Experience •Director, Cargill Foundation •Trustee, DePaul University •Director, Children’s Minnesota Other Public Company Boards •Adamas Pharmaceuticals, Inc. (2020 – 2021) •Cytyc Corporation (1998 – 2003) |

  18. Director Nominees

    | www.exeloncorp.com | 23 |

  19. Director Nominees

    | Matthew Rogers INDEPENDENT Age: 61 Director Since: April 2023 Other Public Company Boards: 0 Committees:* •Audit and Risk *If re-elected, Mr. Rogers will assume the role of Chair of the Operations, Safety, and Customer Experience Committee, effective April 30, 2024. | Mr. Rogers is an energy and environmental sustainability thought leader, who has focused on the role technologies play in restructuring energy markets. He has extensive global consulting experience as a former Senior Partner at McKinsey & Company where he led the Energy and Sustainability practices and served electric and gas utilities, major oil companies, and energy technology innovators globally. As a former Senior Advisor to the U.S. Secretary of Energy, he had operational responsibility for the Department of Energy’s $35B in Recovery Act appropriations, funding more than 5,000 projects to accelerate US clean energy innovation. Mr. Rogers has written and spoken extensively on electric power, gas, sustainability, and energy transitions. Career Highlights •Operations Partner, Ajax Strategies, a venture capital firm focused on technologies to reduce greenhouse gas emissions (Since 2022) •Chief Executive Officer, Mission Possible Partnership, an organization supporting public and private sector partnerships working toward the energy transition (2022) •Senior Partner Emeritus, McKinsey & Company (Since 2021); previously Senior Partner (2005 – 2021), including McKinsey’s Sustainability Practice Leader (2015 – 2017), and Partner (1999 – 2005) •U.S. Secretary of Energy Advisory Board (2011 – 2013) •Senior Advisor, U.S. Secretary of Energy (2009 – 2010) | Other Professional Experience •Director, Natel Energy, a hydropower company •Director, Upstream Tech, which builds software to manage water flows and land use •Director, Ojjo, a solar foundations installer •Member, National Petroleum Council |

  20. Director Nominees

    | 24 | Exelon 2024 Proxy Statement |

  21. Director Nominees

    | Bryan Segedi INDEPENDENT NEW Director Nominee Age: 64 Director Since: January 2024 Other Public Company Boards: 1 Committees: None *If re-elected, Mr. Segedi will join the Audit and Risk Committee, effective April 30, 2024. | Mr. Segedi, a globally recognized financial executive known for his successful growth strategies and leadership at Ernst & Young LLP (EY) and certified public accountant, brings over 30 years in public accounting experience to our Board. Most recently, Mr. Segedi was the Deputy Global Vice Chair of Assurance at EY, where he oversaw the firm's $12 billion assurance service line and more than 77,000 professionals. Additionally, Mr. Segedi’s experience serving as a director for public and private companies and implementing strategic and growth initiatives for EY are valuable to our Board. Career Highlights •Deputy Global Vice Chair, Ernst & Young, LLP (2012 – 2015) (Retired) •Advisory Global Markets Leader, Ernst & Young, LLP (2010 - 2012) •Americas Vice Chair, Ernst & Young, LLP (2006 - 2010) •Vice Chair, North Central Region, Ernst & Young, LLP (2000 - 2006) | Other Professional Experience •Former Executive-in-Residence, W.P. Carey School of Business, Arizona State University •Former Trustee, Alma College •Former Director, Conway MacKenzie, Inc. Other Public Company Boards •Western Alliance Bancorporation (Since 2020) Committees: Compensation; Nominating, Corporate Governance, and Social Responsibility |

  22. Director Nominees

    | www.exeloncorp.com | 25 |

  23. Director Nominees

    | Overview of Board’s Role | Governance Snapshot | | Exelon’s business, property and affairs are managed under the direction of the Board of Directors. The Board considers the interests of all of its constituencies including shareholders, customers, employees, and the communities we serve. The Board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency. Governance Highlights Exelon’s Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders. Below is a summary of our corporate governance practices, and more detail is presented in our Corporate Governance Principles, which are available on the Exelon website at www.exeloncorp.com on the Governance page. Proxy Access •Eligible shareholders may submit nominees for consideration by the Corporate Governance Committee or nominate Directors through Exelon’s “proxy access” bylaws. Oversight of Risk Management •The Board regularly reviews management’s systematic approach to identifying and assessing risks faced by Exelon and each business unit, taking into account emerging trends and developments and incorporating capital investment and business opportunities. Our Audit and Risk Committee oversees Exelon’s risk management strategy, policies and practices, and risk exposures. The full Board oversees Exelon’s cybersecurity program and engages with the Chief Information Security Officer and a cross-functional management team at each regular quarterly meeting regarding the risks from cybersecurity threats. In March 2024, the Board approved the formation of an Operations, Safety, and Customer Experience Committee, which will oversee Exelon’s risks and risk mitigation plans related to our operations and the health and safety of our employees and contractors and members of the public. Shareholder Engagement •Exelon has a long-standing practice of engaging with our shareholders on corporate governance matters throughout the year, as may be necessary or helpful, to understand the positions of our investors and to share Exelon’s perspective on matters of mutual interest. See also the Compensation Discussion & Analysis section for a summary of the input received during 2023 related to our executive compensation program. Continuing Education •Continuing director education is provided during Board and Committee meetings. The Company also encourages and pays for Director participation in externally offered director development opportunities. Other Governance Best Practices •Independent Directors meet regularly in executive sessions without management during Board and Committee meetings. •Disclosures regarding political activities and contributions are provided through semi-annual reports available on www.exeloncorp.com. | Director Elections: Annual Vote Standard: Majority of votes cast in uncontested elections Chair Independence: Independent Committee Independence: 100% Independent Board Self-Evaluation: Annual Committee Self-Evaluation: Annual Director Evaluation: Biennial includes input from peers and executive management Mandatory Retirement Age: 75 Director Stock Ownership: 5x annual cash retainer within 5 years; hedging, pledging, and short sales prohibited Outside Boards (Non-CEOs): Maximum of 3 in addition to Exelon (4 total) Outside Boards (Active CEOs): Maximum of 1 in addition to Exelon (2 total) |

  24. Director Nominees

    | 26 | Exelon 2024 Proxy Statement |

  25. Director Compensation

    Director Compensation The Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding its non-employee Director compensation program. The Committee is authorized to engage outside advisors and consultants in connection with its review and analysis of Director compensation. The Committee takes various factors into consideration, including responsibilities of Directors generally, Board and Committee leadership roles such as the Board Chair and Committee Chairs, as well as the form and amount of compensation paid to directors at comparable companies. In 2023, the Committee engaged Meridian Compensation Partners, LLC (Meridian) to support the annual review of non-employee Director pay. The non-employee Director compensation program comprises cash and equity components. The Board targets total compensation to be at the median level of compensation paid to directors at the peer group of companies used to benchmark executive compensation.

  26. Director Compensation

    | www.exeloncorp.com | 35 |

  27. Cash Fees

    Cash Fees The table below sets forth the cash compensation paid in 2023 to Exelon’s non-employee Directors. Directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each Director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including amounts invested in the Exelon common stock fund) are settled in cash and may be distributed in a lump sum or in annual installment payments upon a Director reaching age 65, age 72, or upon departure from the Board. These funds are identical to those that are available to Company employees who participate in the Exelon Employee Savings Plan. Additionally, Directors who serve as members of special committees that may be formed from time to time receive fees of $5,000 per quarter for as long as the Committee remains needed, provided that the Board may determine that additional fees are appropriate depending on the nature and scope of the special committee.

  28. Cash Fees

    | Role | Annual Cash Retainer ($) | | Non-Employee Director | 125,000 | | Board Chair | 180,000 | | Committee Chairs: | | | Audit and Risk Committee | 25,000 | | Talent Management and Compensation Committee | 20,000 | | Corporate Governance Committee | 20,000 |

  29. Equity Compensation

    Equity Compensation A significant portion of Director compensation is provided in the form of equity to align the interests of Directors with the interests of shareholders. In 2023, Exelon’s non-employee Directors received deferred stock units (DSUs) valued at $165,000. DSUs were granted quarterly in arrears and credited to a notional account based upon the closing price of Exelon common stock on the date the quarterly dividend is paid. DSUs earn dividend equivalents which are reinvested as additional stock units. Directors may opt to receive their DSUs upon reaching age 65, age 72, or upon their departure from the Board. DSUs will be settled in shares of Exelon common stock and will be distributed in either a lump sum or in annual installments based on each Director’s election. The table below sets forth the amount of DSUs held by each non-employee Director as of December 31, 2023. The balances reported include additional DSUs accumulated as dividend equivalents.

  30. Equity Compensation

    | Name | Total Deferred Stock Units (#) | | Anderson | 57,525 | | Bowers | 9,665 | | Cheshire | 14,939 | | Jojo | 42,767 | | Lillie | 2,849 | | Richo | 1,732 | | Rogers | 2,849 | | Young | 25,509 | | Total All Directors | 157,835 |

  31. 2023 Director Compensation

    2023 Director Compensation The following table summarizes the compensation paid for each of our non-employee Directors who served as a member of the Board and its Committees in 2023. Calvin Butler, Exelon’s CEO, did not receive any additional compensation in 2023 for his service on the Board. For information regarding his compensation as the CEO, please see Proposal 3 - Say on Pay: Advisory Vote on Executive Compensation.

  32. 2023 Director Compensation

    | Director Name | Cash Fees ($) (Note 4) | Equity Compensation ($) (Note 5) | All Other Compensation ($) (Note 6) | Total Compensation ($) | | Anderson | 165,000 | 165,000 | — | 330,000 | | Berzin1 | 47,734 | 52,582 | 15,000 | 115,316 | | Bowers | 162,102 | 165,000 | — | 327,102 | | Cheshire | 158,681 | 165,000 | 952 | 324,633 | | Gutierrez1 | 39,835 | 52,582 | — | 92,417 | | Jojo | 131,319 | 165,000 | 1,253 | 297,572 | | Joskow1 | 39,835 | 52,582 | — | 92,417 | | Lillie2 | 85,508 | 112,871 | 15,461 | 213,840 | | Richo3 | 51,630 | 68,601 | — | 120,231 | | Rogers2 | 85,508 | 112,871 | — | 198,379 | | Young | 305,000 | 165,000 | — | 470,000 | | Total All Directors | 1,272,152 | 1,277,089 | 32,666 | 2,581,907 |

  33. 2023 Director Compensation

    (1)Ms. Berzin, Secretary Gutierrez, and Dr. Joskow retired from the board effective April 25, 2023. (2)Ms. Lillie and Mr. Rogers were elected to the board on April 25, 2023. (3)Ms. Richo was elected to the board on August 1, 2023. (4)Includes annual Board and Committee retainers including any amounts voluntarily deferred into the Director Deferred Compensation Plan. Amounts reported for Messrs. Anderson and Bowers, and Ms. Rodgers Cheshire include fees for membership on one or more special committees. Prorated retainers were paid to Ms. Berzin, Ms. Lillie, Ms. Richo and Messrs. Gutierrez, Joskow and Rogers. (5)The grant date fair values of the directors’ deferred stock awards have been computed in accordance with FASB ASC Topic 718. (6)Amounts reported in this column include $15,000 contributions made under Exelon’s matching gift program for Ms. Berzin and Ms. Lillie. For Ms. Jojo and Ms. Lillie the amount shown includes the incremental cost for certain, non-travel related benefits, as described above, primarily related to the Exelon Board Strategy Retreat. All spouse or guest travel on corporate aircraft occurred at the invitation of Exelon and in conjunction with the director traveling to and from Exelon business events so there was no incremental cost to Exelon for any spouse or guest travel other than the reimbursement of income taxes owed by the director for these benefits. Ms. Rodgers Cheshire, Ms. Jojo and Ms. Lillie received $951, $613 and $155 respectively for the reimbursement of additional taxes due on the value of the travel and non-travel related benefits received.

  34. 2023 Director Compensation

    | www.exeloncorp.com | 37 |

  35. 2023 Director Compensation

    | PROPOSAL 2 | | | | Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2024 Based on the most recent evaluation and consideration of factors described below, the Audit and Risk Committee (ARC or Committee) and the Board of Directors have determined that the retention of PricewaterhouseCoopers LLP (PwC) as the independent auditor remains in the best interests of the Company and its shareholders based on the Committee’s level of satisfaction with the quality of services provided by PwC. PwC has served as the Company’s independent auditor since 2000. The Committee believes PwC’s tenure as Exelon’s independent auditor is a benefit to audit quality given its experience with the Company and knowledge of the business. Because of PwC’s familiarity with Exelon, the firm has demonstrated an ability to focus on risks significant to the Company and its industry and has developed and implemented efficient and innovative audit processes, which have enabled the provision of services for fees considered competitive by the Committee. | | | The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2024. |

  36. Compensation Philosophy and Objectives

    | Objective | Practices that Support this Philosophy | | ACCOUNTABILITY AND LONG-TERM PERFORMANCE | •Our compensation program promotes pay-for-performance by linking business performance with shareholder returns and payouts and supporting the execution of Exelon’s business strategy over multi-year periods to drive the success of our long-term strategy. •We set target performance levels that are challenging, but reasonably achievable, and are aligned to the goals we communicate to investors. •Incentive compensation is tied to Exelon’s overall company performance; for Utility executives, the majority of their annual incentive is tied to utility-specific results. | | INVESTOR ALIGNMENT | •We engage directly with shareholders and will initiate responsive actions when appropriate. •Executive stock ownership requirements align the long-term interests of our executives with our shareholders. •The Committee may exercise discretion when necessary to align actual payouts with business performance and shareholder returns. | | BALANCE | •Our design balances short-and long-term objectives as well as financial and operational goals to motivate measured, but sustainable and appropriate, risk-taking. •Annual incentive awards recognize the achievement of short-term goals, while equity awards encourage our executives to deliver strong, long-term results. | | COMPETITIVE | •Competitive compensation is provided to attract, engage, and retain talented executives with a strong track record of success, assuring a high-performing and stable executive leadership team. •Our compensation program considers the size and complexity of Exelon’s business, peer group market data, internal equity considerations, experience, succession planning, performance, and retention. |

  37. 2023 Compensation Program Structure

    | Pay Element | Form | Measurement/Performance | Purpose | | Salary | Cash | Merit Based | Attracts and retains top talent through fixed income at competitive, market-based levels. | | Annual Incentive Plan (AIP) | Cash | 60% - Adjusted (non-GAAP) operating EPS* 15% - Outage Duration (SAIDI) 15% - Outage Frequency (SAIFI) 10% - Customer Satisfaction Index *Responsible Business (formerly ESG) Modifier (-/+10%) | Motivates executives to achieve key financial and operational objectives using adjusted (non-GAAP) operating EPS* and operational goals that reflect our commitment to remain a leading energy provider. Also rewards the achievement of strategic goals related to DEI and sustainability. | | Long-Term Incentive Plan (LTIP) | 67% Performance Shares | 33.4% - Exelon CFO/Debt* 33.3% - Exelon Net Income* 33.3% - Utility Earned ROE* (Based on cumulative performance over 3-year cycle for Exelon Net Income* defined as adjusted (non-GAAP) operating earnings and 3-year average for Exelon CFO/Debt* and Utility Earned ROE*; subject to a 3-year TSR Modifier) | Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship. Rewards the relative achievement of financial goals and Exelon’s total shareholder return (TSR) as compared with the TSR of utility peers (UTY) over three-year period (TSR Modifier). | | | 33% Restricted Stock Units | Time-based award vests one-third per year over 3 years; no performance metrics | Balances LTI portfolio by providing executives with market competitive time-based awards. |

  38. Alignment between Business Strategy & Compensation

    | 2023 Strategic Business Objectives | | Compensation Component or Metric | | 2023 Performance Highlights | | | | AIP | LTIP | | | | OPERATIONAL EXCELLENCE TO SUPPORT ACHIEVEMENT OF FINANCIAL OBJECTIVES | OUTAGE DURATION, OUTAGE FREQUENCY, & CUSTOMER SATISFACTION | | All utilities had high performing reliability, with ComEd and PECO achieving best-on-record SAIDI and SAIFI performance. | | | EPS GROWTH OF 6-8% FROM 2022 - 2026 | ADJUSTED (NON-GAAP) OPERATING EPS* | EXELON NET INCOME* | Adjusted (non-GAAP) operating EPS* of $2.38, exceeding the midpoint of guidance of $2.36. | | | SUPPORT UTILITY GROWTH, DEBT REDUCTION AND THE DIVIDEND | | EXELON CFO/DEBT* | Issued $142M of equity to support a balanced funding strategy in support of a strong balance sheet and paid out $1.44 per share of dividends in alignment with our total shareholder return proposition. | | | INVEST IN UTILITIES WHERE WE CAN EARN AN APPROPRIATE RETURN | | UTILITY EARNED ROE* | Invested approximately $7.3 billion at our electric and gas companies to replace aging infrastructure and enhance reliability and resiliency for the benefit of customers; above target performance with an Earned ROE of 9.3%. | | | CREATE SUSTAINABLE VALUE FOR SHAREHOLDERS BY EXECUTING BUSINESS STRATEGY | RESPONSIBLE BUSINESS MODIFIER | RELATIVE TSR MODIFIER | The Company met all of the DEI goals and sustainability initiatives established for 2023 at target. Outperformed the UTY by 1.76% for the 2022 to 2023 period with Exelon’s TSR at -6.81%. |

  39. Annual Incentive Program (AIP)

    Annual Incentive Program (AIP)

  40. AIP Overview

    AIP Overview The AIP is an annual cash incentive program that provides our NEOs the opportunity to receive an annual cash award based on the achievement of predetermined financial and operational goals. The AIP incorporates a single financial metric (adjusted (non-GAAP) operating EPS*) and operational metrics that are aligned with the focus on driving outstanding customer experiences. The 2023 AIP design replaced Customer Average Interruption Duration Index (CAIDI) with System Average Interruption Duration Index (SAIDI), which provides a better measure of grid reliability and is the metric used by regulators to assess Exelon’s performance. The operational metrics continue to include measurements of the frequency of outages (SAIFI), as well as a customer satisfaction metric.

  41. AIP Overview

    | 46 | Exelon 2024 Proxy Statement |

  42. AIP Overview

    The following table provides a summary of the 2023 AIP program metrics for each of our NEOs other than Mr. Quiniones.

  43. AIP Overview

    | | Metrics | Purpose | | Financial Goals (60%) | Adjusted (non-GAAP) Operating EPS* (60%): The Company’s net income from ongoing business activities divided by average shares outstanding during the year and adjusted to exclude certain costs, expenses, gains and losses, and other specified items. | Supports commitment to provide solid returns to our shareholders and to support and grow our dividend. | | Operational Goals (40%) | Outage Duration (SAIDI) (15%): Measure of the total duration of sustained interruptions divided by the total number of customers served. | Supports commitment to providing reliable power and quickly responding to interruptions, which are essential to operations and customer satisfaction. | | | Outage Frequency (SAIFI) (15%): Measure of the total number of customer interruptions divided by the total number of customers served. | Supports commitment to dependable infrastructure and reliable power, which are essential to operations and customer satisfaction. | | | Customer Satisfaction Index (10%): An index score for each customer segment is computed by averaging the mean ratings from three measures: overall satisfaction, meeting expectations and overall favorability. | Supports commitment to meeting the needs and expectations of our customers with best-in-class service. | | Modifier (+/-10%) | Responsible Business Modifier (+/- 10%): Based on outcomes from environmental and social measures directly aligned to Exelon’s progress on its Path to Clean and DEI goals. | Supports commitment to environmental and DEI measures directly aligned to the communities that Exelon serves, our employees, and external stakeholders. |

  44. AIP Overview

    Since Mr. Quiniones is CEO of ComEd, his 2023 AIP program metrics are 25% adjusted (non-GAAP) operating EPS* and 75% goals specific to ComEd’s financial and operational performance (listed below).

  45. AIP Overview

    | •25% Operating Net Income* •20% Total O&M Expense •5.0% Outage Frequency (SAIFI) | •5.0% Outage Duration (SAIDI) •5.0% First Contact Resolution •5.0% Customer Satisfaction Index | •5.0% EIMA Reliability Metrics Index •2.5% Value Based Engagements •2.5% Safety Best Practices |

  46. AIP Goal Setting and Rigor

    AIP Goal Setting and Rigor Exelon’s goal-setting process employs a multi-layered approach and analysis that incorporates a blend of objective and subjective business considerations and other analytical methods to ensure that the goals are sufficiently rigorous. Such considerations include: •Recent History - Goals generally reflect a logical progression of results from the recent past •Relative Performance - Performance is evaluated against a relevant group of the Company’s peers •Shareholder Expectations - Goals are aligned with externally communicated financial guidance and shareholder expectations •Strategic Objectives - Near- and intermediate-term goals are aligned with long-term aspirations •Sustainable Sharing - Earned awards reflect a balance of shared benefits for shareholders and participants The TMCC annually reviews AIP components, targets, and payouts to ensure that they are challenging and are designed to mitigate excessive risk taking. The TMCC considers short- and long-term financial and operational results relative to our internal goals. Goals for the AIP, including adjusted (non-GAAP) operating EPS*, are set in January/ early February around the same time that Exelon provides full-year guidance for EPS and other key financial metrics. Each financial and operational goal includes “threshold,” “target,” and “distinguished” performance levels.

  47. Operational Goals (40%)

    | AIP Operational Goals | Year | Target (100%) | Performance as Percentage of Target | | Outage Duration (SAIDI)1 | 2023 | 47 | 126.3% | | Outage Frequency (SAIFI) | 2023 | 0.59 | 152.9% | | | 2022 | 0.61 | 140.0% | | | 2021 | 0.69 | 160.0% | | Customer Satisfaction Index | 2023 | 8.09 | 75.9% | | | 2022 | 8.15 | 72.5% |

  48. 2023 AIP Performance and Payout Determinations

    2023 AIP Performance and Payout Determinations The following table details the 2023 threshold, target, and distinguished or maximum performance goals, and the results achieved. The performance factor for 2023 AIP awards was calculated to be 129.48% of target for the NEOs other than Mr. Quiniones, and 125% for Mr. Quiniones as described below. AIP targets are set and expressed as a percentage of base salary. At the end of the year, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. The final AIP award is calculated by multiplying the target award by the performance factor. Final awards can range from 0% to 200% of target. There are no individual performance modifiers for Exelon’s executive officers, including the NEOs. Based on a holistic review in 2023, the Committee made no adjustments based on the Responsible Business Modifier.

  49. 2023 AIP Performance and Payout Determinations

    | | Performance Scale | | | Performance | | | | AIP Metrics: | Threshold (50%) | Target (100%) | Distinguished (200%) | Actual Performance | as % of Target | Weighted Performance | | Adjusted (non-GAAP) Operating EPS* | $2.24 | $2.36 | $2.48 | $2.38 | 133.33% | 80.00% | | SAIDI | 74 | 47 | 28 | 42 | 126.32% | 18.95% | | SAIFI | 0.72 | 0.59 | 0.42 | 0.50 | 152.94% | 22.94% | | Customer Service | 7.82 | 8.09 | 8.35 | 7.96 | 75.93% | 7.59% | | | | | | Pre-ESG Modifier Performance: | | 129.48% | | | | | | Responsible Business Modifier (90% to 110%) | | 100.00% | | | | | | Final Performance Factor: | | 129.48% |

  50. 2023 AIP Performance and Payout Determinations

    | 48 | Exelon 2024 Proxy Statement |

  51. 2023 AIP Performance and Payout Determinations

    The following table shows actual AIP payout amounts awarded to Exelon’s NEOs.

  52. 2023 AIP Performance and Payout Determinations

    | Name | AIP Target (% of Salary) | Dollar Value of AIP Target ($) | Performance Factor | Actual Award ($) | | Butler | 140.00% | 1,750,000 | 129.48% | 2,265,900 | | Jones | 90.00% | 608,400 | 129.48% | 787,756 | | Littleton | 90.00% | 608,400 | 129.48% | 787,756 | | Glockner | 80.00% | 516,797 | 129.48% | 669,148 | | Quiniones1 | 80.00% | 491,400 | 125.00% | 614,250 |

  53. 2023 AIP Performance and Payout Determinations

    (1)Mr. Quiniones’ AIP Performance Factor for the ComEd CEO plan was 156.57%, a material portion of which is based on ComEd performance. Based on company discretion, Mr. Quinones’ AIP award was set at 125% of target.

  54. Long-Term Incentive Program (LTIP)

    Long-Term Incentive Program (LTIP)

  55. LTIP Overview & Goal Setting Process

    LTIP Overview & Goal Setting Process The Talent Management and Compensation Committee grants long-term equity incentive awards annually at its first regular meeting each year. Once the total target equity incentive award is determined, the value is split between RSUs (33%) and performance shares (67%). RSUs vest ratably over three years and are not subject to performance metrics. RSUs receive dividend equivalents that are reinvested in additional units and remain subject to the same vesting conditions as the underlying awards.

  56. LTIP Overview & Goal Setting Process

    | Impact of Separation on the 2021 - 2023 LTIP Awards Performance shares are typically earned based on performance achieved over a three-year period; however, under the terms of Exelon’s Long-Term Incentive Plans, the Committee is authorized to “appropriately adjust” outstanding equity-based compensation awards in the event of a spin-off transaction. In connection with the Company’s spin-off of Constellation Energy Group on February 1, 2022 (Separation), the Committee made the adjustments discussed below for the 2021 - 2023 performance share awards: •Target Number of Shares: The target number of shares was adjusted by using the five-day pre- and post-separation volume-weighted average prices (VWAP) of Exelon with a ratio of 1.3184. •Recalibrated Performance Scorecard: To better align with the long-range business plan for Exelon post the separation, the TMCC approved the recalibrated performance scorecard for the 2021-2023 performance award in January 2022. The performance factor for 2021 was finalized at 123.17%, and the recalibrated award had a 2-year scorecard which reflected projected performance through 2023. The plan also includes a TSR modifier reflective of 2022 and 2023 performance (performance detail can be found on pages 50-51). The performance metrics continued to include Utility Net Income and Utility ROE; however, the metric for Funds from Operations to Debt Ratio (“FFO/Debt”) was replaced by Cash from Operations to Debt Ratio (“CFO/Debt”). All other terms of the awards remained unchanged. |

  57. LTIP Overview & Goal Setting Process

    The performance metrics underlying the 2021-2023 performance share awards are listed below.

  58. LTIP Overview & Goal Setting Process

    | Metrics: | Utility Earned ROE* (33.3%) | Utility Net Income* (33.3%) | Exelon CFO/Debt* (33.4%) | | Definition: | Average utility ROE weighted by year-end rate base. | Aggregate utility adjusted (non-GAAP) operating earnings*, including Exelon hold-co net operating income (loss). | Ratio of cash from operations to total debt. | | Purpose: | Measure of value created by utility businesses. Aligned with our strategy to invest in our utilities where we can earn an appropriate return. | Measures financial performance of the utilities. Aligned with our strategy to grow our regulated utility business. | Key ratio for determining our credit rating and thereby our access to capital. Aligned with our strategy to generate free cash and reduce debt. |

  59. LTIP Overview & Goal Setting Process

    | www.exeloncorp.com | 49 |

  60. LTIP Goal Setting and Rigor

    LTIP Goal Setting and Rigor Performance share targets are based on external commitments and performance scales aligned to industry standards. The 2021-2023 performance scale range for the Utility Earned ROE and Utility Net Income metrics were based on setting threshold performance at 90% and distinguished performance at 110% of target, with target performance set in line with external commitments. Target performance for the Exelon CFO/Debt metric is intended to align performance with the expectations of credit rating agencies. The TMCC used the following process to determine performance share award targets: •Performance targets (including threshold, target, and distinguished levels) for each of the metrics are set in January or February of each performance cycle. •We do not disclose actual three-year targets used in our performance share award cycles until each cycle has been completed. We feel it is important to safeguard the confidentiality of our long-term outlook on projected performance, especially in light of changes in our industry, with our peer companies, and the overall utility market. This policy supports the propriety of our long-standing disclosure practices to only issue public annual performance guidance as part of our financial disclosure policies. •At the end of the three-year cycle, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. As noted above, for the 2021 – 2023 cycle, the performance metrics were measured over a two-year period, To ensure adequate rigor for the financial targets applicable to the 2021-2023 performance share award cycle, targets were aligned to Exelon’s long-range business plan and external commitments. As noted above, in connection with the Separation, the targets for each metric were adjusted in January 2022 to align with the 2022 - 2023 long-range plan of the company.

  61. 2021 - 2023 LTIP Performance

    2021 - 2023 LTIP Performance The following table details the threshold, target, and distinguished (or maximum) performance goals, and the results achieved for the 2021 – 2023 performance cycle.

  62. 2021 - 2023 LTIP Performance

    | | Performance Scale | | | | | | | | | | LTIP Metrics: | Threshold (50%) | 75% | Target (100%) | 125% | Distinguished (150%) | Final Plan Performance | | Performance as % of Target | Weighted Performance | | Utility Earned ROE* | 8.1% | — | 9.0% | — | 9.9% | | 9.3% | 116.67% | 38.85% | | Utility Net Income* (in millions) | $2,095 | — | $2,328 | — | $2,561 | | $2,377 | 110.52% | 36.80% | | Exelon CFO/Debt* (%) | ≥12<12.5 | ≥12.5<13 | ≥13<14 | ≥14<15 | ≥15.0 | | 12.5% | 75.00% | 25.05% | | | | | | | | | 2021 – 2023 | | 100.70% | | | | | | | | | Performance Factor | | |

  63. 2021 - 2023 LTIP Performance

    The performance factor is subject to a TSR modifier that compares Exelon’s performance relative to the performance of the PHLX Utility Sector Index (UTY) on a point-by-point basis for the full three-year performance cycle. The TSR modifier is calculated by subtracting the TSR of the UTY over the same performance period from Exelon’s TSR for the period. The final factor is calculated by multiplying the performance factor x (100% + TSR Modifier). The final factor is applied to the individual’s target equity incentive award to determine the final award. For the 2021-2023 LTIP, the TMCC approved a payout of 102.48%, based on 2021 - 2023 performance and the application of a positive TSR modifier. (A two-year TSR from January 1, 2022 to December 31, 2023, was used for the final determination of payout of the 2021-2023 cycle due to the Separation).

  64. 2021 - 2023 LTIP Performance

    | | | 2022-2023 Exelon TSR | | (6.81%) | | | | | 2022-2023 UTY TSR | – | (8.57%) | | | | | TSR Modifier: | | 1.76% | | | Performance Factorx | (100% + TSR Modifier) | | = | | Overall Award Payout | | 100.70%x | (100% + 1.76%) | | = | | 102.48% |

  65. 2021 - 2023 LTIP Performance

    | 50 | Exelon 2024 Proxy Statement |

  66. 2021 - 2023 LTIP Payout Determinations

    2021 - 2023 LTIP Payout Determinations As discussed above, in connection with Separation, the TMCC adjusted the number of 2021 - 2023 performance shares in order to preserve the overall value of the original award. The target number of performance shares was multiplied by the ratio of the pre-separation value of Exelon’s stock (5-day volume weighted average price (VWAP)) divided by the post-separation value of Exelon’s stock (5-day VWAP) at 1.3184. Additionally, the TMCC approved a 2021 performance factor of 123.17%, which reflected the 2021 Exelon TSR of 41.41% relative to the UTY TSR of 18.24%. Adjustments to Target Performance Share Awards (made in 2022 at the time of Separation):

  67. 2021 - 2023 LTIP Payout Determinations

    | NEO | Target At Time of Grant | VWAP Conversion Factor | 2021 Performance Factor | | Adjusted Target Performance Share Award | | Butler | 38,639x | 1.3184x | 123.17% | = | 62,745 | | Jones | 5,271x | 1.3184x | 123.17% | = | 8,559 | | Littleton | 19,320x | 1.3184x | 123.17% | = | 31,373 | | Glockner | 21,947x | 1.3184x | 123.17% | = | 35,639 |

  68. 2021 - 2023 LTIP Payout Determinations

    The following table shows how the payout formula was calculated and actual performance share amounts awarded for 2021-2023 with a performance factor of 102.48% as determined by the TMCC. Mr. Quiniones did not receive a 2021-2023 performance share award as he was hired after July 1, 2021.

  69. 2021 - 2023 Performance Share Award Payouts

    2021 - 2023 Performance Share Award Payouts

  70. 2021 - 2023 Performance Share Award Payouts

    | NEO | Adjusted Target Performance Share Award | Performance Factor | | Final Award (# shares) | Award Value($) (Note 1) | | Butler | 62,745x | 102.48% | = | 64,301 | 2,269,185 | | Jones | 8,559x | 102.48% | = | 8,772 | 309,554 | | Littleton | 31,373x | 102.48% | = | 32,151 | 1,134,622 | | Glockner | 35,639x | 102.48% | = | 36,523 | 1,288,900 |

  71. 2021 - 2023 Performance Share Award Payouts

    1.Award values calculated based on Exelon’s closing stock price on January 29, 2024, of $35.29. Performance Awards Settled in Common Stock and/or Cash. Pursuant to the terms of the long-term incentive program, performance share award payouts are settled in the form of 50% shares of Exelon common stock and 50% in cash, unless participants have achieved 200% or more of their stock ownership requirement as of the measurement date of June 30, 2023, in which case performance share award payouts are settled 100% in cash.

  72. 2021 - 2023 Performance Share Award Payouts

    | www.exeloncorp.com | 51 |

  73. Strong Compensation Practices

    | WHAT WE DO: | WHAT WE DO NOT DO: | | Pay for performance Significant stock ownership requirements for Directors and Executive Officers Cap incentive awards and conduct an annual risk assessment of the compensation programs Double-trigger for change-in-control benefits Independent compensation consultant advises the Talent Management and Compensation Committee Limited perquisites Clawback policy for incentive compensation awards Conduct analysis on gender and racial pay equity Engage in year-round shareholder outreach Prohibit hedging or pledging of Company stock Annually assess our programs against peer companies and best practices Set appropriate levels of “stretch” in incentive targets | No guaranteed minimum payout of AIP or LTIP programs No employment agreements No excise tax gross-ups for change-in-control agreements No dividend-equivalents on performance shares The value of LTIP awards is not included in pension or cash severance calculations No more than two years of additional credited service under supplemental pension plans No option repricing or buyouts1 |

  74. Independent Compensation Consultant

    Independent Compensation Consultant The Talent Management and Compensation Committee retains the services of Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant to support its duties and responsibilities. Meridian reports directly to the Committee. A representative of Meridian attends meetings of the TMCC, as requested, and communicates with the TMCC Chair between meetings. Meridian also reports to the Corporate Governance Committee at least annually on matters related to director compensation. Meridian provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs, and strategies. In addition, they provide: •Annual market data for each senior executive position •Evaluation of Exelon’s compensation strategy •Assessment of any management recommendations for changes to the compensation structure •Assistance with ensuring the Company’s executive compensation programs are designed and administered consistent with the Talent Management and Compensation Committee’s requirements •Ad hoc support on executive compensation matters and related governance trends

  75. Peer Group Used for Benchmarking 2023 Executive Compensation

    Peer Group Used for Benchmarking 2023 Executive Compensation We use a blended peer group for assessing our executive compensation program that consists of two subgroups: energy services peers and general industry peers. The 2023 peer group is more heavily weighted in energy services companies that are comparable in business, size, and complexity to Exelon. We use a blended peer group because Exelon’s market for attracting talent includes general industry peers. Exelon evaluates its peer group on an annual basis and adjusts for changes with our energy and general industry peers when needed.

  76. Peer Group Used for Benchmarking 2023 Executive Compensation

    | www.exeloncorp.com | 53 |

  77. Peer Group Used for Benchmarking 2023 Executive Compensation

    The 2023 compensation peer group is comprised of thirteen energy services companies and five general industry companies.

  78. Peer Group Used for Benchmarking 2023 Executive Compensation

    | ENERGY SERVICES PEERS: | | GENERAL INDUSTRY SERVICES PEERS: | | •American Electric Power Co. (AEP) •Consolidated Edison, Inc. (ED) •Dominion Energy, Inc. (D) •Duke Energy Corp. (DUK) •Edison International (EIX) •Entergy Corp. (ETR) •Eversource Energy (ES) | •FirstEnergy Corp. (FE) •NextEra Energy, Inc. (NEE) •PG&E Corp. (PCG) •Sempra Energy (SRE) •The Southern Company (SO) •Xcel Energy (XEL) | •International Paper Company (IP) •ConocoPhillips (COP) •Union Pacific Corp. (UNP) •Eaton Corp. (ETN) •Occidental Petroleum Corp. (OXY) |

  79. Relative Revenue & Market Capitalization

    Relative Revenue & Market Capitalization Based on publicly available information, Exelon’s revenues are in the 56th percentile and Exelon’s market capitalization is in the 37th percentile relative to the peer group based on the four fiscal quarters prior to December 31, 2023. Because there is a correlation between the size of an organization and its compensation levels, market data is statistically adjusted using a regression analysis. This commonly applied technique allows for a more precise estimate of the market value of Exelon given the size/scope of responsibility for Exelon’s executive roles. Each element of NEO compensation is then compared to these size-adjusted medians of the peer group.

  80. Summary Compensation Table

    Summary Compensation Table

  81. Summary Compensation Table

    | | Year | Salary ($) (Note 1) | Bonus ($) (Note 2) | Stock Awards ($) (Note 3) | Non-Equity Incentive Plan Compensation ($) (Note 4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (Note 5) | All Other Compensation ($) (Note 6) | Total ($) | | Calvin G. Butler Jr. President and CEO, Exelon | 2023 | 1,244,271 | — | 7,951,800 | 2,265,900 | 320,832 | 483,917 | 12,266,720 | | | 2022 | 928,281 | — | 3,423,719 | 1,069,409 | 198,532 | 666,150 | 6,286,091 | | | 2021 | 780,398 | — | 2,459,853 | 819,734 | 149,556 | 387,401 | 4,596,942 | | Jeanne Jones Executive Vice President and CFO, Exelon | 2023 | 671,306 | — | 1,754,412 | 787,756 | 140,314 | 108,216 | 3,462,004 | | | 2022 | 515,317 | 57,500 | 535,013 | 373,663 | 94,763 | 34,352 | 1,610,608 | | Gayle Littleton Executive Vice President and Chief Legal Officer, Exelon | 2023 | 671,306 | 850,000 | 1,754,412 | 787,756 | — | 106,027 | 4,169,501 | | | 2022 | 618,854 | 850,000 | 1,444,375 | 593,301 | — | 125,499 | 3,632,029 | | David Glockner Executive Vice President, Compliance, Audit & Risk, Exelon | 2023 | 641,510 | — | 1,411,477 | 669,149 | — | 93,186 | 2,815,322 | | | 2022 | 618,415 | — | 1,519,293 | 550,339 | — | 102,177 | 2,790,224 | | Gil Quiniones (Note 7) CEO, ComEd | 2023 | 608,969 | — | 1,181,898 | 614,250 | — | 136,104 | 2,541,221 | | | 2022 | 585,000 | — | 1,272,139 | 608,400 | — | 272,743 | 2,738,282 |

  82. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  83. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Note 1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Note 2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (Note 3) | Grant Date Fair Value of Stock and Option Awards ($) (Note 4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Butler | 1/23/23 | 87,500 | 1,750,000 | 3,500,000 | | | | | | | | 1/23/23 | | | | 21,366 | 128,169 | 256,338 | | 5,311,787 | | | 1/23/23 | | | | | | | 63,128 | 2,640,013 | | Jones | 1/23/23 | 30,420 | 608,400 | 1,216,800 | | | | | | | | 1/23/23 | | | | 4,714 | 28,278 | 56,556 | | 1,171,943 | | | 1/23/23 | | | | | | | 13,928 | 582,469 | | Littleton | 1/23/23 | 30,420 | 608,400 | 1,216,800 | | | | | | | | 1/23/23 | | | | 4,714 | 28,278 | 56,556 | | 1,171,943 | | | 1/23/23 | | | | | | | 13,928 | 582,469 | | Glockner | 1/23/23 | 25,840 | 516,797 | 1,033,594 | | | | | | | | 1/23/23 | | | | 3,792 | 22,750 | 45,500 | | 942,842 | | | 1/23/23 | | | | | | | 11,206 | 468,635 | | Quiniones | 1/23/23 | 6,143 | 491,400 | 982,800 | | | | | | | | 1/23/23 | | | | 3,176 | 19,050 | 38,100 | | 789,501 | | | 1/23/23 | | | | | | | 9,383 | 392,397 |

  84. Notes to Grants of Plan-Based Awards Table

    Notes to Grants of Plan-Based Awards Table 1.All NEOs have AIP target opportunities based on a fixed percentage of their respective base salaries. Under the terms of the AIP, threshold performance earns 50% of the respective target, while performance at target earns 100% of the respective target and the maximum payout is capped at 200% of target. The possible payout at threshold for AIP shown in the table was calculated at 5% of target, which is 50% performance on the lowest weighted AIP performance metric, and assumes performance for all other performance metrics is below threshold (for Mr. Quiniones the calculation is 1.25% of target, which is 50% on the lowest weighted AIP performance metric). For additional information about the terms of these programs, refer to the Compensation Discussion and Analysis (CD&A). 2.NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target which is 50% performance on the lowest weighted long-term performance share metric. The maximum possible payout for performance shares was calculated at 150% of target, prior to application of a TSR modifier, which may increase or decrease the amount of awards but which may not cause payment to exceed 200% of target. For additional information about the terms of this program, refer to the CD&A. 3.Reflects the number of restricted stock units granted during 2023, the first third of which will vest in 2024, the second third of which will vest in 2025, and the final third of which will vest in 2026. 4.This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and restricted stock units granted to each NEO during 2023. Fair value of performance share awards is based on an estimated payout of 100% of target.

  85. Notes to Grants of Plan-Based Awards Table

    | 58 | Exelon 2024 Proxy Statement |

  86. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End No stock option awards are outstanding, and no stock option awards have been granted since 2012. All equity awards granted prior to February 1, 2022 were modified at the time of Exelon’s separation from Constellation Energy Group in order to preserve the overall value of the original award. The target number of performance shares was multiplied by the ratio of the pre-separation value of Exelon’s stock (5-day volume weighted average price (VWAP)) divided by the post-separation value of Exelon’s stock (5-day VWAP) resulting in a conversion factor of 1.3184. Values in columns (a) and (c) below reflect post-separation adjusted awards.

  87. Outstanding Equity Awards at Year End

    | | Stock Awards | | | | | | (a) | (b) | (c) | (d) | | Name | Number of Shares or Units of Stock That Have Not Yet Vested (#) (Note 1) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) (Note 2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) (Note 3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) (Note 4) | | Butler | 193,947 | 6,962,702 | 177,926 | 6,387,543 | | Jones | 27,194 | 976,252 | 36,053 | 1,294,303 | | Littleton | 58,564 | 2,102,458 | 49,269 | 1,768,757 | | Glockner | 61,124 | 2,194,349 | 44,830 | 1,609,397 | | Quiniones | 16,211 | 581,990 | 37,538 | 1,347,614 |

  88. Outstanding Equity Awards at Year End

    Notes to Outstanding Equity Table 1.The amount shown in column (a) includes the performance share awards granted in 2021 and subject to a three-year performance period that ended on December 31, 2023, and which vested on January 29, 2024. The amount shown also includes the following tranches of unvested restricted stock unit (RSU) awards: the final third of an award granted in January 2021, which vested on January 29, 2024; two-thirds of an award granted in January 2022, the second third of which vested on January 29, 2024; and the full award granted on January 23, 2023, the first third of which vested on January 29, 2024 and one third of which will vest on the date of each of the Talent Management and Compensation Committee’s first regular meetings in 2025 and 2026, respectively. All RSU awards accrue additional units through automatic dividend reinvestment subject to the vesting requirement applicable to the underlying award. •For Mr. Butler, the amount in column (a) also includes a promotion-related restricted stock unit award representing 37,532 (post-adjustment) shares granted on December 2, 2019, that will vest on December 2, 2024. 2.The value of the awards in column (b) is determined by multiplying the number of shares or units in column (a) by the closing price of Company stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday). 3.The amount in column (c) reflects the target number of performance shares granted under the LTIP in 2022 (for the performance period ending on December 31, 2024) and 2023 (for the performance period ending on December 31, 2025). The ultimate number of shares earned, if any, will be based on the actual performance results at the end of each respective performance period with final awards vesting in January/February 2025 for the 2022-2024 cycle and January/February 2026 for the 2023-2025 cycle. 4.The value of the awards in column (d) is determined by multiplying the number of shares or units in column (c) by the closing price of Company stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).

  89. Outstanding Equity Awards at Year End

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  90. Option Exercises and Stock Vested

    Option Exercises and Stock Vested No stock option awards are outstanding or have been granted since 2012 and no stock options were exercised in 2023.

  91. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (Note 1) | Value Realized on Vesting ($) (Note 2) | | Butler | 67,253 | 2,812,526 | | Jones | 30,153 | 1,258,428 | | Littleton | 37,355 | 1,388,415 | | Glockner | 60,243 | 2,519,353 | | Quiniones | 3,130 | 130,894 |

  92. Notes to Option Exercises and Stock Vested Table

    Notes to Option Exercises and Stock Vested Table 1.Share amounts are composed of the 2020-2022 performance share awards and the following tranches of prior RSU awards that vested on January 23, 2023: •the final third of the RSU awards granted in 2020, •the second third of the RSU awards granted in 2021, and •the first third of the RSU awards granted in 2022. For Ms. Jones, the number of shares includes a retention restricted stock unit award of 19,776 shares granted on January 29, 2018, that vested on January 29, 2023. For Ms. Littleton, the number of shares also includes a retention restricted stock unit award of 29,351 shares granted on November 9, 2020, that vested on December 31, 2023. 2.The value of the awards is determined by multiplying the number of shares that vested by the market value of the underlying shares as of the close of business on the date the applicable shares vested.

  93. Pension Benefits

    Pension Benefits The Exelon Corporation Cash Balance Pension Plan (CBPP) under the Exelon Corporation Retirement Program is a defined benefit pension plan covering eligible employees hired prior to February 1, 2018. The CBPP is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code. Eligible NEO’s and other employees who participate in the CBPP also participate in the Exelon Corporation Supplemental Management Retirement Plan (SMRP), a non-qualified pension plan that supplements benefits provided under the CBPP to the extent participants’ annual compensation or benefits exceed the limits imposed on the CBPP under the Internal Revenue Code.

  94. Pension Benefits

    Pension Benefits

  95. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During last FY ($) | | Butler | Cash Balance Pension Plan | 15.91 | 430,318 | — | | | Supplemental Management Retirement Plan | 15.91 | 1,172,142 | — | | Jones | Cash Balance Pension Plan | 16.41 | 406,195 | — | | | Supplemental Management Retirement Plan | 16.41 | 263,404 | — | | Littleton1 | Cash Balance Pension Plan | — | — | — | | | Supplemental Management Retirement Plan | — | — | — | | Glockner1 | Cash Balance Pension Plan | — | — | — | | | Supplemental Management Retirement Plan | — | — | — | | Quiniones1 | Cash Balance Pension Plan | — | — | — | | | Supplemental Management Retirement Plan | — | — | — |

  96. Notes to Pension Benefits Table

    Notes to Pension Benefits Table 1.Due to their dates of hire, Ms. Littleton, Mr. Glockner, and Mr. Quiniones do not participate in the defined benefit pension plans.

  97. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  98. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in last FY ($) (Note 1) | Registrant Contributions in last FY ($) (Note 2) | Aggregate Earnings in last FY ($) (Note 3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at last FYE ($) (Note 4) | | Butler | 208,333 | 33,784 | 57,132 | — | 671,653 | | Jones | — | — | — | — | — | | Littleton | 23,660 | 49,781 | 35,672 | — | 195,811 | | Glockner | 29,608 | 45,563 | 27,586 | — | 282,430 | | Quiniones | 14,077 | 49,345 | 11,069 | — | 97,352 |

  99. Non-Qualified Deferred Compensation

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  100. Notes to Non-Qualified Deferred Compensation Table

    Notes to Non-Qualified Deferred Compensation Table 1.The amounts shown are included in the Salary column of the Summary Compensation Table. 2.The amounts shown are included in the All Other Compensation column of the Summary Compensation Table. 3.The amount shown under aggregate earnings reflects the NEO’s notional gain or loss based upon the individual allocation of his notional account balance to the basket of investment fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above because the plan does not provide for above market earnings. 4.The amounts shown include amounts deferred in prior years and reported as compensation in the Summary Compensation Table through 2022: $252,625 for Mr. Butler, $68,148 for Ms. Littleton, $74,770 for Mr. Glockner, and $23,131 for Mr. Quiniones. Ms. Jones does not participate in the Plan.

  101. Potential Payments upon Termination with or without a Change in Control

    Potential Payments upon Termination with or without a Change in Control Each NEO is entitled to certain compensation in the event his or her employment terminates in certain circumstances, including a termination in connection with or upon a change in control of Exelon. The Talent Management and Compensation Committee adopted changes to severance and change in control benefits effective in 2020, with the amount of benefits payable being contingent upon a variety of factors, including the circumstances under which employment terminates.

  102. Change in Control Benefits

    Change in Control Benefits Pursuant to the SMSP, NEOs are eligible for certain benefits upon certain involuntary terminations by the Company or a resignation for “good reason” in connection with a change in control of Exelon. A “change in control” generally includes any of the following: •when any person or group acquires 20% of Exelon’s then outstanding common stock or voting securities, •the incumbent members of the Exelon Board (or new members nominated by a majority of incumbent Directors) cease to constitute at least a majority of the members of the Exelon Board, •consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power), or •upon shareholder approval of a plan of complete liquidation or dissolution.

  103. Change in Control Benefits

    | 62 | Exelon 2024 Proxy Statement |

  104. Change in Control Benefits

    If the executive resigns for good reason or his or her employment is terminated by Exelon other than for cause or disability, during the period commencing 90 days before a change of control or during the 24-month period following a change in control, the executive is entitled to the benefits outlined below. All benefits described as of December 31, 2023. Summary of Severance and Change in Control Benefits: •Severance Pay: In the case of severance benefits, continued payment of base salary and target annual incentive for a period of 24 months (18 months for Mr. Quiniones) after termination of employment paid in regular payroll installments. In the case of change in control severance benefits, continued payment of base salary and target annual incentive for a period of 2.99 years (two years for Mr. Quiniones) after termination of employment paid in regular payroll installments. •Annual Incentive Award: A pro-rated award for the year in which termination of employment occurs. Awards are payable when paid to active executives. •Supplemental Management Retirement Plan Benefits: Benefit equal to the amount payable under the SMRP, if any, determined as if the severance period (not to exceed 24 months) constituted service and the severance pay constituted covered compensation for purposes of the SMRP. •Insurance, Health, and Welfare Benefits: Life, long-term, disability, accident, health, and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees. Executives who were hired prior to January 1, 2018, and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of service as of the last day of the severance period. •Outplacement and Financial Planning: Outplacement and financial planning services for a period of 12 months. •Equity Awards: The treatment of outstanding equity awards granted under the Exelon Long-Term Incentive Plans and related severance arrangements upon a termination of employment is set forth below: –Retirement1 or Disability: Unvested restricted stock unit (RSU) awards granted in prior years vest and the RSU award granted in the current year vests if the termination is involuntary (other than for cause) or the termination date is after June 30. For performance share awards, prior year awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives. –Death: Unvested RSU awards vest. Prior year performance share awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives. –Voluntary Termination (other than retirement eligible) or Termination for Cause: Unvested RSU and performance share awards are forfeited. –Involuntary Termination (other than for cause) or Resignation for Good Reason: Unvested RSU awards vest on a pro-rated basis. Prior and current year performance share awards vest on a prorated basis, each based on actual performance and payable when paid to active executives and subject to the executive’s execution of a waiver and release of claims. –Involuntary Termination (other than for cause) or Resignation for Good Reason upon a Change in Control: Generally, unvested RSU awards vest and unvested performance share awards vest based on actual or deemed performance and are payable upon termination, subject to the executive’s execution of a waiver and release of claims, unless otherwise modified or cancelled pursuant to the terms of the LTIP. 1.For purposes of equity awards, “retirement” means a voluntary or involuntary (other than for cause) termination of employment after attaining age 55 and completing at least 10 years of service with the Company.

  105. Change in Control Benefits

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  106. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of annual total compensation, calculated pursuant to SEC rules, of our median employee and our CEO, Calvin G. Butler, Jr. During 2023, there were no changes to our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio calculations and disclosure. Accordingly, consistent with SEC rules, we have calculated and presented the CEO pay ratio for 2023, below, on the basis of the same median employee identified as of December 31, 2022. For the year ended December 31, 2023, the total compensation for Mr. Butler was $12,266,720 as reported in the “Total” column of the Summary Compensation Table on page 56. The total annual compensation for the median employee was $146,180. Based on these values, the ratio of annual total compensation of our CEO and the median of the annual total compensation of all employees for 2023 was 84:1, demonstrating Exelon’s commitment to balance equitable compensation stewardship with competitively based compensation that drives and rewards performance. As previously reported in our 2023 Proxy statement, on December 31, 2022, our employee population consisted of approximately 19,063 individuals (including the CEO). The consistently applied compensation measure used to identify the median employee was W-2 Box 1 wages for employees as of December 31, 2022. After identifying the median employee, the annual total compensation for the median employee was calculated using the same methodology used in compiling the Summary Compensation Table in this proxy statement for our NEOs. This ratio is an estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates used in determining the ratio are reasonable given our specific employee population. Because SEC rules provide flexibility in determining the methodology, assumptions, and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, comparability of pay ratios amongst companies may be limited.

  107. CEO Pay Ratio

    | 66 | Exelon 2024 Proxy Statement |