DEF 14A of Exelon Corp
Filed Mar 19, 2025 · FY20240001109357-25-000074
Our Director Nominees
Our Director Nominees
Our Director Nominees
| | | | | | Committee Assignments2 | | | | | | Name, Principal Occupation | Tenure (yrs)1 | Age1 | Indep. | ARC | CGC | TMCC | OSCC | | | Calvin G. Butler, Jr. President & CEO, Exelon Corporation | 2.3 | 55 | | | | | | | | W. Paul Bowers Former Chairman and CEO of Georgia Power Company | 3.8 | 68 | ● | | ● | ● | | | | Marjorie Rodgers Cheshire Principal, A&R Development Corp. | 4.8 | 56 | ● | | ● | Chair | ● | | | David DeWalt Founder and CEO, NightDragon | 0.1 | 60 | ● | | | | | | | Linda Jojo Former Executive Vice President, Chief Customer Officer, United Airlines Holdings, Inc. | 9.6 | 59 | ● | ● | Chair | | ● | | | Charisse Lillie Principal, CRL Consulting, LLC | 2.0 | 73 | ● | | | ● | ● | | | Anna Richo Former Senior Vice President, General Counsel, and Chief Compliance Officer, Cargill, Inc. | 1.7 | 64 | ● | ● | | ● | | | | Matthew Rogers Operating Partner, Ajax Strategies, LLC | 2.0 | 62 | ● | ● | | | Chair | | | Bryan Segedi Former Deputy Global Vice Chair of Assurance, Ernst & Young | 1.3 | 65 | ● | Chair | | | |
Our Director Nominees
Our Director nominees represent a broad 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 three years, the Board has added five new independent Directors, bringing fresh insights and perspectives, additional industry experience and further demographic diversity to the Board. Most recently, with the addition of Mr. DeWalt, the Board has deepened its expertise in cybersecurity, physical security, technology and privacy. Our Director nominees feature particularly deep utility and energy industry expertise, evidenced by Messrs. Butler’s and Bowers’s combined 50+ 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 know-how, 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. For more information about Exelon’s Director nominees and governance practices, see the disclosures beginning on page 15. (1)Measured as of the date of the Annual Meeting, April 29, 2025. (2)Audit and Risk Committee (ARC); Corporate Governance Committee (CGC); Talent Management and Compensation Committee (TMCC); and Operations, Safety, and Customer Experience Committee (OSCC). Each Director’s committee assignments are as of April 29, 2025 and assumes the re-election of such Director. Mr. Young, the current Chair of the CGC, is not standing for re-election. If re-elected, Ms. Jojo will assume the role of Chair of the CGC.
Our Director Nominees
| 2025 ׀ Exelon Proxy Statement | 13 |
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 2026 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. David DeWalt joined the Board on March 10, 2025 and is being put forth for the first time as a Director nominee at the Annual Meeting. Mr. DeWalt was recommended by a non-management Director. The CGC 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 CGC 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. (In the following bios, each Director’s Committee assignments are reflected as of the date of filing. Please see page 31 for a discussion of upcoming changes to Committee assignments.)
Director Nominees
| | Calvin G. Butler, Jr. PRESIDENT AND CEO 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. | | | Age: 55 Director Since: December 2022 Committees: None Other Current Public Boards: 1 •Emerson (EMR) Prior Public Directorships (Last 5 yrs) •RLI Insurance Co (2016 – 2023) •M&T Bank Corp (2020 – 2022) | 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 •Chair, Cal Ripken, Sr. Foundation •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, Library of Congress, James Madison Council •Director, Battelle Memorial Institute •Director, Argonne National Library |
Director Nominees
| 2025 ׀ Exelon Proxy Statement | 19 |
Director Nominees
| | W. Paul Bowers INDEPENDENT BOARD CHAIR ELECT* Mr. Bowers’ extensive experience in the utilities industry as well as broad financial knowledge and business success 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, leadership, development, regulatory experience, and risk management. Additionally, Mr. Bowers’ public and private company board experience brings valuable insights and perspectives to our Board. | | | Age: 68 Director Since: July 2021 Committees: •ARC, Chair •CGC •OSCC Other Current Public Boards: 1 •AFLAC (AFL) *If re-elected, Mr. Bowers will assume the role of Board Chair as of April 29, 2025. | Career Highlights •Chair and Chief Executive Officer, 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) •President and Chief Executive Officer, Southern Power Company (2001 – 2007) | Other Professional Experience •Director, Children’s Healthcare of Atlanta (CHOA) •Director, BrandSafway, a global construction solution provider •Former Member, Federal Reserve Bank of Atlanta, Energy Policy Council •Former Chair, Metro Atlanta Chamber of Commerce •Former Chair, Nuclear Electric Insurance Limited (NEIL) |
Director Nominees
| | Marjorie Rodgers Cheshire INDEPENDENT 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. | | | Age: 56 Director Since: July 2020 Committees: •TMCC, Chair •CGC •OSCC Other Current Public Boards: 1 •PNC Financial Services Group (PNC) Prior Public Directorships (Last 5 yrs) •Empowerment & Inclusion Capital I Corp. (2021 – 2022) | 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. |
Director Nominees
| 20 | 2025 ׀ Exelon Proxy Statement |
Director Nominees
| | David DeWalt INDEPENDENT Mr. DeWalt is a distinguished leader with over 30 years of experience leading and transforming cybersecurity and technology companies. Currently, Mr. DeWalt is the Founder, Managing Director, and Chief Executive Officer of NightDragon, a venture capital and advisory firm focused on cybersecurity. His background as an industry leader and his experience as CEO of three impactful technology companies contributes valuable strategic and operational expertise to the Board. | | | Age: 60 Director Since: March 2025 Committees: None Other Current Public Boards: 1 •Delta Air Lines (DAL) Prior Public Directorships (Last 5 yrs) •Five9, Inc. (2016 - 2024) •NightDragon Acquisition Corp. (2017 - 2022) •ForgeRock Inc. (2017 - 2022) •Forescout Technologies, Inc. (2015 - 2020) | Career Highlights •Founder, Managing Director, and Chief Executive Officer, NightDragon, a venture capital and advisory firm focused on cybersecurity (Since 2012) •Chairman of the Board of FireEye Inc., a global network cybersecurity company (2012 – 2017); also Chief Executive Officer (2012 - 2016) •President and Chief Executive Officer of McAfee, Inc., a security technology company (2007 - 2011) •Various executive roles with EMC Corporation, a provider of information infrastructure technology solutions, including Executive Vice President and President - Customer Operations and Content Management Software (2003 - 2007) | Other Professional Experience •Director, Claroty •Vice Chair, CISA Cybersecurity Advisory Committee •Member, National Security Telecommunications Advisory Committee |
Director Nominees
| | Linda Jojo INDEPENDENT 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 most recent 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. | | | Age: 59 Director Since: September 2015 Committees: •ARC •OSCC Other Current Public Boards: 0 | Career Highlights •Executive Vice President, Chief Customer Officer of United Airlines Holdings, Inc. (2022 - 2024) (Retired); 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 (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 |
Director Nominees
| 2025 ׀ Exelon Proxy Statement | 21 |
Director Nominees
| | Charisse Lillie INDEPENDENT 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. | | | Age: 72 Director Since: April 2023 Committees: •TMCC •OSCC Other Current Public Boards: 0 | Career Highlights •Principal, 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, LLP (1992 – 2005); including Chair of Litigation Department (2002 – 2005) •City of Philadelphia: City Solicitor (1990 – 1992); General Counsel to the Redevelopment Authority (1988 – 1990) •U.S. Department of Justice: Assistant United States Attorney, Eastern Division of Pennsylvania, Civil Division (1985 - 1988); Trial Attorney, Civil Rights Division (1978 - 1980) | Other Professional Experience •Director, Penn Mutual Life Insurance Company •Director, Independence Health Group, Inc. •Director, Franklin Institute Science Museum •Former Director, PECO •Former Director and Chair, Federal Reserve Bank of Philadelphia |
Director Nominees
| | Anna Richo INDEPENDENT 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. | | | Age: 64 Director Since: August 2023 Committees: •ARC •TMCC Other Current Public Boards: 1 •Illumina, Inc. (ILMN) Prior Public Directorships (Last 5 yrs) •Adamas Pharmaceuticals, Inc. (2020 – 2021) | Career Highlights •Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (2024) (Retired); previously Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary (2019 - 2023) •Executive Vice President and General Counsel, UCB, a biopharmaceutical company (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, Vice President of Law, Baxter Healthcare (1991 - 2003) | Other Professional Experience •Trustee, DePaul University •Director, Children’s Minnesota |
Director Nominees
| 22 | 2025 ׀ Exelon Proxy Statement |
Director Nominees
| | Matthew Rogers INDEPENDENT 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. | | | Age: 62 Director Since: April 2023 Committees: •OSCC, Chair •ARC Other Current Public Boards: 0 | 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 member (2011 – 2013); Senior Advisor (2009 – 2010) | Other Professional Experience •Director, Natel Energy, a hydropower company •Former Director, Upstream Tech, which builds software to manage water flows and land use •Former Director, Ojjo, a solar foundations installer •Former Member, National Petroleum Council |
Director Nominees
| | Bryan Segedi INDEPENDENT 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. | | | Age: 65 Director Since: January 2024 Committees: •ARC Other Current Public Boards: 1 •Western Alliance Bancorporation (WAL) | 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. |
Director Nominees
| 2025 ׀ Exelon Proxy Statement | 23 |
Director Compensation
Director Compensation The CGC 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, and the form and amount of compensation paid to directors at comparable companies.
Director Compensation
| 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. The chart to the right reflects the amount and relative percentage of each component of the compensation program, excluding the additional fees for Board and Committee Chairs described below. | 43% | 57% | | | Annual Cash Retainer $125,000 | Annual Equity Award $165,000 |
2024 Director Compensation
2024 Director Compensation The following table summarizes the compensation paid for each of our non-employee Directors who served as a member of the Board and its Committees in 2024. Calvin Butler, Exelon’s CEO, did not receive any additional compensation in 2024 for his service on the Board. For information regarding his compensation as the CEO, refer to the CD&A.
2024 Director Compensation
| Director Name | Cash Fees ($) (Note 2) | Equity Compensation ($) (Note 3) | All Other Compensation ($) (Note 4) | Total Compensation ($) | | Anderson (Note 1) | 54,849 | 54,849 | 500,000 | 609,698 | | Bowers | 286,966 | 165,000 | — | 451,966 | | Cheshire | 287,966 | 165,000 | 15,000 | 467,966 | | Jojo | 125,000 | 165,000 | 15,000 | 305,000 | | Lillie | 125,000 | 165,000 | 15,000 | 305,000 | | Richo | 125,000 | 165,000 | — | 290,000 | | Rogers | 138,407 | 165,000 | — | 303,407 | | Segedi | 125,000 | 165,000 | — | 290,000 | | Young | 318,407 | 165,000 | — | 483,407 | | Total All Directors | 1,586,595 | 1,374,849 | 545,000 | 3,506,444 |
2024 Director Compensation
(1)Mr. Anderson retired from the Board effective April 29, 2024. (2)Includes annual Board and Committee retainers including any amounts voluntarily deferred into the deferred compensation plan. Amounts reported for Mr. Bowers and Ms. Rogers Cheshire include fees for membership on one or more special committees, including a Board-approved one-time payment of $116,966 made to each of them for their extraordinary service on a special committee between July 2022 and December 2023. In addition, for Ms. Rogers Cheshire, the amount reported includes $6,000 for her service as a director of the Exelon Foundation during 2024. (3)The grant date fair values of the directors’ deferred stock awards have been computed in accordance with FASB ASC Topic 718. (4)Amounts reported in this column include $15,000 contributions made under Exelon’s matching gift program for Mses. Rogers Cheshire, Jojo and Lillie, and for Mr. Anderson, a one-time contribution of $500,000 made by Exelon to charitable organizations selected by Mr. Anderson, in honor of his years of service to the Board.
2024 Director Compensation
| 2025 ׀ Exelon Proxy Statement | 37 |
2024 Director Compensation
| PROPOSAL 2 | | | | Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2025 Based on the most recent evaluation and consideration of factors described below, the ARC and the Board have determined that the retention of PricewaterhouseCoopers LLP (PwC) as Exelon’s 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 Exelon’s 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 2025. |
Compensation Philosophy and Objectives
| Objective | Practices that Support this Objective | | 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 TMCC 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 long-term awards encourage our executives to deliver strong, longer-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, competitiveness relative to peer group market median, internal equity, experience, succession planning, performance, and retention. |
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 TMCC Limited perquisites Clawback policy for incentive compensation awards Compensation practices aligned with our philosophy for consistent outcomes 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 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 (1)The Company has not issued options since 2012 and there are no options outstanding. |
2024 Compensation Program Structure
| | 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 Operating EPS* 15% - Outage Duration (SAIDI) 15% - Outage Frequency (SAIFI) 10% - Customer Satisfaction Index Responsible Business 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 Units (PSUs) | Performance Metrics1 •33.3% - Utility Earned ROE* •33.3% - Exelon Net Income* •33.4% - Exelon CFO/Debt* (Subject to a 3-year TSR Modifier) | Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship and 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 (RSUs) | 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. |
CEO Evaluation and Compensation
| A significant portion of Mr. Butler’s total direct compensation is in the form of long-term incentives, at approximately 75%, which aligns with the market competitive practice for CEOs in Exelon’s peer group. Mr. Butler’s target compensation for 2024 is set forth in the table below. The chart to the right reflects the relative size of each component of Mr. Butler’s 2024 target compensation, including base salary, annual incentive award (AIP), and long-term incentive (LTIP). | |
2024 Target Compensation
| | | Annual Incentive | | | | | Name | Base Salary ($)1 | Target (%)2 | Target Value ($) | 2024 Target LTIP Value ($) | Total Target Compensation ($) | | Butler | 1,288,000 | 150 | 1,932,000 | 9,500,000 | 12,720,000 | | Jones | 723,320 | 90 | 650,988 | 1,926,000 | 3,300,308 | | Littleton | 696,280 | 90 | 626,652 | 1,765,000 | 3,087,932 | | Glockner | 665,376 | 80 | 532,301 | 1,420,000 | 2,617,677 | | Innocenzo | 685,000 | 90 | 616,500 | 1,765,000 | 3,066,500 |
Annual Incentive Program (AIP)
Annual Incentive Program (AIP)
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 and key operational metrics that are aligned with the focus on driving outstanding customer experiences. The 2024 AIP design and metrics were consistent with the prior year’s design. The following table provides a summary of the 2024 AIP program for each of our NEOs.
AIP Overview
| | Metrics | Weight | Purpose | | Financial Goals (60%) | Adjusted (non-GAAP) Operating EPS* 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. | 60% | Supports commitment to provide solid returns to our shareholders and to support and grow our dividend. | | Operational Goals (40%) | Outage Duration (SAIDI) Measure of the total duration of sustained interruptions divided by the total number of customers served. | 15% | Supports commitment to providing reliable power and quickly responding to interruptions, which are essential to operations and customer satisfaction. | | | Outage Frequency (SAIFI) Measure of the total number of customer interruptions divided by the total number of customers served. | 15% | Supports commitment to dependable infrastructure and reliable power, which are essential to operations and customer satisfaction. | | | Customer Satisfaction Index An index score for each customer segment is computed by averaging the mean ratings from three measures: overall satisfaction, meeting expectations and overall favorability. | 10% | Supports commitment to meeting the needs and expectations of our customers with best-in-class service. | | Modifier (±10%) | Responsible Business Modifier Based on outcomes from environmental and social measures directly aligned to Exelon’s progress on its Path to Clean and Diversity, Equity, and Inclusion goals. | ±10% | Supports commitment to sustainability, and measures directly aligned to the communities that Exelon serves, our employees, and external stakeholders |
AIP Overview
| 50 | 2025 ׀ Exelon Proxy Statement |
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 at the Committee’s first regular meeting of the year 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.
Financial Goals (60%)
| 2024 adjusted (non-GAAP) operating earnings guidance: | | $2.40 | | $2.50 | | | AIP Targets: | $2.33 Threshold | | $2.45 Target | | $2.57 Distinguished |
2024 AIP Performance and Payout Determinations
2024 AIP Performance and Payout Determinations The following table details the 2024 threshold, target, and distinguished or maximum performance goals, and the results achieved. The performance factor for 2024 AIP awards was calculated to be 136.64% of target for the NEOs. Based on a holistic review in 2024, the Committee made no adjustments to the performance factor based on the Responsible Business Modifier.
2024 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* | $2.33 | $2.45 | $2.57 | $2.50 | 161.11% | 96.67% | | SAIDI | 74 | 43 | 25 | 44 | 98.39% | 14.76% | | SAIFI | 0.71 | 0.54 | 0.38 | 0.51 | 118.75% | 17.81% | | Customer Service | 7.77 | 8.02 | 8.35 | 7.89 | 74.00% | 7.40% | | | | | | Performance: | | 136.64% | | | | | | Responsible Business Modifier: | | 100.00% | | | | | | Final Performance Factor: | | 136.64% |
2024 AIP Performance and Payout Determinations
AIP targets are set and expressed as a percentage of base salary. At the end of the year, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. The final AIP award is calculated by multiplying the target award by the performance factor. Final awards can range from 0% to 200% of target. There are no individual performance modifiers for Exelon’s executive officers, including the NEOs. The following table shows actual AIP payout amounts awarded to Exelon’s NEOs.
2024 AIP Performance and Payout Determinations
| Name | AIP Target (% of Salary) | Dollar Value of AIP Target ($) | Performance Factor | Actual Award ($) | | Butler | 150.00% | 1,932,000 | 136.64% | 2,639,885 | | Jones | 90.00% | 650,988 | 136.64% | 889,510 | | Littleton | 90.00% | 626,652 | 136.64% | 856,257 | | Glockner | 80.00% | 532,301 | 136.64% | 727,336 | | Innocenzo1 | 86.06% | 567,574 | 133.22% | 756,130 |
2024 AIP Performance and Payout Determinations
(1)Mr. Innocenzo served as CEO of PECO before his promotion to COO of Exelon on April 1, 2024. His actual 2024 AIP payout was prorated based on his salary, AIP target, time served as PECO CEO and Exelon COO, and achievement of respective PECO and Exelon AIP goals.
2024 AIP Performance and Payout Determinations
| 52 | 2025 ׀ Exelon Proxy Statement |
Long-Term Incentive Program (LTIP)
Long-Term Incentive Program (LTIP)
LTIP Overview & Goal Setting Process
LTIP Overview & Goal Setting Process The TMCC 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. The performance metrics underlying the 2022 - 2024 performance share awards are listed below.
LTIP Overview & Goal Setting Process
| Metrics | Weight | Purpose | | Utility Earned ROE* Average utility ROE weighted by year-end rate base. | 33.3% | Measure of value created by utility businesses. Aligned with our strategy to invest in our utilities where we can earn an appropriate return. | | Utility Net Income* Aggregate utility adjusted (non-GAAP) operating earnings*, including Exelon hold-co net operating income (loss). | 33.3% | Measures financial performance of the utilities. Aligned with our strategy to grow our regulated utility business. | | Exelon CFO/Debt* Ratio of cash from operations to total debt. | 33.4% | Key ratio for determining our credit rating and thereby our access to capital. Aligned with our strategy to generate free cash and reduce debt. |
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 2022-2024 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. To ensure adequate rigor for the financial targets applicable to the 2022-2024 performance share award cycle, targets were aligned to Exelon’s long-range business plan and external commitments.
LTIP Goal Setting and Rigor
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2022 - 2024 LTIP Performance
2022 - 2024 LTIP Performance The following table details the threshold, target, and distinguished (or maximum) performance goals, and the results achieved for the 2022 – 2024 performance cycle.
2022 - 2024 LTIP Performance
| | Performance Scale | | | | | | | | LTIP (3-yr) Metrics: | Threshold (50%) | Target (100%) | Distinguished (150%) | Final Plan Performance | | Performance as % of Target | Weighted Performance | | Utility Earned ROE* | 8.3% | 9.2% | 10.1% | | 9.3% | 103.96% | 34.62% | | Utility Net Income* ($M) | $6,457 | $7,174 | $7,891 | | $7,123 | 96.45% | 32.12% | | Exelon CFO/Debt* (%) | >=12.0%<12.5% | >=13.0%<14.0% | >=15.0% | | 12.9% | 75.00% | 25.05% | | | | | | | 2022– 2024 Performance Factor | | 91.79% |
2022 - 2024 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 2022-2024 LTIP, the TMCC approved a payout of 83.76%, based on 2022 - 2024 performance and the application of a negative TSR modifier.
2022 - 2024 LTIP Performance
| | | 2022-2024 Exelon TSR | | 1.78% | | | | | 2022-2024 UTY TSR | – | 10.52% | | | | | TSR Modifier: | | (8.74) | | | Performance Factorx | (100% + TSR Modifier) | | = | | Overall Award Payout | | 91.79%x | (100% + (8.74%)) | | = | | 83.76% |
2022 - 2024 LTIP Payout Determinations
2022 - 2024 LTIP Payout Determinations The following table shows how the payout formula was calculated and actual performance share amounts awarded for 2022-2024 as determined by the TMCC. 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, 2024, in which case performance share award payouts are settled 100% in cash. Beginning with the 2024 - 2026 performance share cycle, all performance share awards will be paid out in shares, regardless of stock ownership levels.
2022 - 2024 LTIP Payout Determinations
| NEO | Target Performance Share Award | Performance Factor | Final Award (# shares) | Award Value ($) (Note 1) | | Butler | 49,757 | 83.76% | 41,676 | 1,690,814 | | Jones | 7,775 | 83.76% | 6,512 | 264,206 | | Littleton | 20,991 | 83.76% | 17,582 | 713,304 | | Glockner | 22,080 | 83.76% | 18,494 | 750,310 | | Innocenzo | 12,838 | 83.76% | 10,753 | 436,254 |
2022 - 2024 LTIP Payout Determinations
(1)Award values calculated based on Exelon’s closing stock price on February 3, 2025 of $40.57.
2022 - 2024 LTIP Payout Determinations
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Timing of Equity Grants
Timing of Equity Grants Equity awards are discretionary and are generally granted to our NEOs and other officers at the first regular meeting of the TMCC each year. In certain circumstances, including the hiring or promotion of an officer, the TMCC may approve grants to be effective at other times. Exelon does not currently grant stock options to its employees and has not issued any stock options since 2012. Eligible employees, including our named executive officers, may voluntarily enroll in the employee stock purchase plan (ESPP) to purchase shares at a discount using payroll deductions accumulated during the prior three-month period. Purchase dates under the ESPP are generally the last trading day of each quarter. The TMCC did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Exelon does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Peer Group Used for Benchmarking 2024 Executive Compensation
Peer Group Used for Benchmarking 2024 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 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. For 2024, we removed ConocoPhillips and added Waste Management Services, which is more similar to Exelon in size, has primarily US-based operations and is a capital intensive business. The 2024 compensation peer group is comprised of thirteen energy services companies and five general industry companies.
Peer Group Used for Benchmarking 2024 Executive Compensation
| Energy Services Peers1 | Ticker | Trailing 4Q Revenue ($ in M) | % of Revenue Outside of U.S. | Market Cap ($ in M) | Capital Intensity | | American Electric Power Co. | AEP | $19,524 | 0% | $51,743 | 84% | | Consolidated Edison, Inc. | ED | $14,811 | 0% | $34,912 | 80% | | Dominion Energy, Inc. | D | $14,462 | 0% | $46,569 | 65% | | Duke Energy Corp. | DUK | $29,591 | 0% | $87,614 | 80% | | Edison International | EIX | $16,822 | 0% | $32,107 | 74% | | Entergy Corp. | ETR | $12,069 | 0% | $25,230 | 82% | | Eversource Energy | ES | $11,352 | 0% | $23,748 | 81% | | Exelon Corp. | EXC | $22,750 | 0% | $37,048 | 81% | | FirstEnergy Corp. | FE | $13,015 | 0% | $24,350 | 92% | | NextEra Energy, Inc. | NEE | $25,850 | 0% | $160,338 | 78% | | PG&E Corp. | PCG | $24,776 | 0% | $39,308 | 73% | | Sempra Energy | SRE | $13,476 | 10% | $49,835 | 71% | | The Southern Company | SO | $26,134 | 0% | $95,435 | 81% | | Xcel Energy | XEL | $13,781 | 0% | $32,870 | 86% | | General Industry Peers1 | | | | | | | International Paper Company | IP | $28,200 | 35% | $16,021 | 76% | | Eaton Corp. | ETN | $24,140 | 39% | $118,753 | 33% | | Occidental Petroleum Corp. | OXY | $27,122 | 13% | $51,566 | 90% | | Union Pacific Corp. | UNP | $24,138 | 12% | $146,951 | 90% | | Waste Management Services | WM | $23,608 | 8% | $82,811 | 87% |
Peer Group Used for Benchmarking 2024 Executive Compensation
(1)All data in the above table is as of August 2024 and was the data utilized by the TMCC for their most recent annual review of the peer group. Based on publicly available information, Exelon’s revenues were in the 52nd percentile and Exelon’s market capitalization was in the 38th percentile relative to the peer group based on the four fiscal quarters prior to August 2024. 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.
Peer Group Used for Benchmarking 2024 Executive Compensation
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Independent Compensation Consultant
Independent Compensation Consultant The TMCC engaged the services of Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant during most of 2024. Meridian provided advice and counsel on executive and director compensation matters and provided information and advice regarding market trends, competitive compensation programs, and strategies. Meridian also provided services to the CGC relating to non-employee director compensation. In connection with performing these services, Meridian reported directly to the Committees, as appropriate. A representative of Meridian regularly attended TMCC meetings and communicated with the TMCC Chair between meetings. Transition to Willis Towers Watson In October 2024, the TMCC selected Willis Towers Watson (WTW) as its new independent compensation consultant. WTW was engaged to provide the TMCC with a fresh perspective on pay design, investor expectations, market trends, and other best practices. WTW will also support the CGC on non-employee director compensation. In connection with performing these services, WTW reports directly to the Committees, as appropriate. A representative of WTW regularly attends TMCC meetings and communicates with the TMCC Chair between meetings. Annual Independence Evaluation The TMCC annually reviews the compensation, performance, and independence of its compensation consultant and approves the firm’s fees and other retention terms related to executive compensation services. The total direct fees invoiced for executive compensation services in 2024 were $150,007. In addition to these services, WTW collected aggregate direct fees of $4,663,908 for services to the Company within the Retirement and Health & Benefits business segment. The non-executive compensation services were recommended and approved by Exelon management. The TMCC has made an assessment under the factors set forth in the Nasdaq rules and concluded that WTW is independent and that WTW’s work for the TMCC does not raise any conflicts of interest.
Preview of 2025 Executive Compensation Changes
Preview of 2025 Executive Compensation Changes In February 2025, the TMCC approved a new Long Term Incentive Plan design. The TMCC believes the modified design and performance goals will more effectively support our long-term business and strategic goals. Additionally, the new design more closely aligns the long-term goals of the executive leadership team to the interests of our shareholders. The 2025 - 2027 LTIP awards will continue to be split between performance shares (67%) and restricted stock units (33%). No changes were made to the overall design of the AIP program for 2025.
2025 – 2027 LTIP Metrics & Goal Weighting
2025 – 2027 LTIP Metrics & Goal Weighting Beginning with the 2025 - 2027 LTIP program, adjusted (non-GAAP) operating earnings per share* (EPS) will replace utility net income*. After discussion with management, the TMCC determined that adjusted operating EPS* was better aligned with Exelon’s external messaging with respect to earnings targets and equity strategy as well as the way the organization monitors and drives its executive performance internally. The TMCC also approved eliminating the total shareholder return (TSR) modifier and incorporating TSR as a weighted metric. The Committee determined this design is better aligned to prevalent practice and provided stronger accountability to shareholders as it will have a larger impact on the payout. Additionally, this new design will simplify the program, reflecting four metrics which will each be equally weighted at 25% across four goals: adjusted operating EPS*, utility earned ROE*, Exelon CFO/Debt*, and relative TSR .
2025 – 2027 LTIP Metrics & Goal Weighting
| | Current Design | NEW Design for 2025 - 2027 | | LTIP Metrics | •Exelon Net Income* - 33.3% •Utility Earned ROE* - 33.3% •Exelon CFO/Debt* - 33.4% | •Adjusted Operating EPS* - 25% •Utility Earned ROE* - 25% •Exelon CFO/Debt* - 25% •3-year TSR - 25% | | Modifier | 3-year TSR | None | | TSR Comparators | PHLX Utility Index (UTY) | Custom comparator group |
TSR Comparator Group
TSR Comparator Group Additionally, the TMCC approved changing the TSR comparator group from the PHLX Utility Index (UTY) to a custom comparator group comprised of 20 peer companies. A custom group allows Exelon to benchmark its TSR performance against companies of comparable size and business mix, with similar investor profiles and operating models. The TSR comparator group is selected based on the following criteria: (1) companies with a business mix predominantly consisting of regulated electric and/or gas operations, with no major renewable or generation assets; (2) a market capitalization greater than $10 billion; and (3) inclusion as a peer company in more than 50% of Exelon’s compensation benchmarking peer group. The relative TSR comparators for the 2025-2027 performance cycle are noted below:
TSR Comparator Group
| Alliant Energy Corporation (LNT) | DTE Energy Company (DTE) | NiSource Inc. (NI) | | Ameren Corporation (AEE) | Duke Energy Corporation (DUK) | PPL Corporation (PPL) | | American Electric Power Company, Inc. (AEP) | Edison International (EIX) | Public Service Enterprise Group Incorporated (PEG) | | CenterPoint Energy, Inc. (CNP) | Entergy Corporation (ETR) | Southern Company (SO) | | CMS Energy Corporation (CMS) | Evergy, Inc. (EVRG) | WEC Energy Group, Inc. (WEC) | | Consolidated Edison, Inc. (ED) | Eversource Energy (ES) | Xcel Energy Inc. (XEL) | | Dominion Energy, Inc. (D) | FirstEnergy Corp. (FE) | |
TSR Comparator Group
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Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | Year | Salary ($) (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 Chief Executive Officer | 2024 | 1,281,033 | — | 9,169,052 | 2,639,885 | 363,766 | 1,209,189 | 14,662,925 | | | 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 | | Jeanne Jones Executive Vice President and Chief Financial Officer | 2024 | 714,645 | — | 1,858,954 | 889,510 | 157,667 | 51,912 | 3,672,688 | | | 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 Former Executive Vice President and Chief Legal Officer | 2024 | 692,562 | 850,000 | 1,703,536 | 856,257 | — | 107,139 | 4,209,494 | | | 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 | 2024 | 661,823 | — | 1,370,561 | 727,336 | — | 102,150 | 2,861,870 | | | 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 | | Michael Innocenzo (Note 7) Executive Vice President and Chief Operating Officer | 2024 | 653,820 | — | 1,703,573 | 756,130 | 256,576 | 54,442 | 3,424,542 |
Summary Compensation Table
(1)The reported salary amounts in any year may differ from the annual base salary amount reported due to the timing of payroll periods and/or the effective date in a change in base salary. (2)In connection with Ms. Littleton’s joining Exelon in November 2020, she was granted a cash award that paid ratably over 4 years. The amounts shown in this column represent the portions of the sign-on bonus paid in corresponding years. (3)The amounts shown include the aggregate grant date fair value of restricted stock unit and performance share awards granted in 2024. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718 using the assumptions described in Note 20 of the Combined Notes to Consolidated Financial Statements included in Exelon’s 2024 Annual Report on Form 10-K. The 2024-2026 performance share award component of the stock award values depicted above are subject to performance conditions and the grant date fair value assumes the achievement of the target level of performance. The below table shows the grant date fair value for the 2024-2026 performance share awards based on achieving target and maximum performance:
Summary Compensation Table
| | Performance Share Award Grant Date Fair Value ($) | | | | At Target | At Maximum | | Butler | 6,034,030 | 12,730,021 | | Jones | 1,223,346 | 2,580,899 | | Littleton | 1,121,074 | 2,365,136 | | Glockner | 901,945 | 1,902,837 | | Innocenzo | 1,121,085 | 2,365,158 |
Summary Compensation Table
(4)The amounts shown represent payments made pursuant to the Annual Incentive Plan (AIP). (5)The amounts shown in this column represent the change in the year over year value of each NEO's accrued benefit (if any) in Exelon's defined benefit pension plans. None of the NEOs had above-market earnings in a non-qualified deferred compensation account in 2024.
Summary Compensation Table
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Summary Compensation Table
(6)All Other Compensation: The following table describes the incremental cost of other benefits provided in 2024.
Summary Compensation Table
| Name | Perquisites ($) (Note a) | Reimbursement for Income Taxes ($) (Note b) | Company Contributions to Savings Plans ($) (Note c) | Company Paid Long-Term Disability Insurance Premiums ($) (Note d) | Total ($) | | Butler | 1,139,891 | 14,707 | 50,891 | 3,700 | 1,209,189 | | Jones | 31,544 | 3,349 | 13,650 | 3,369 | 51,912 | | Littleton | 16,840 | — | 85,663 | 4,636 | 107,139 | | Glockner | 16,840 | — | 78,730 | 6,580 | 102,150 | | Innocenzo | 22,939 | — | 26,913 | 4,590 | 54,442 |
Summary Compensation Table
(a)Amounts reported for personal benefits provided to NEOs include certain perquisites as detailed below: Personal use of corporate aircraft - Amounts reported for the personal use of corporate aircraft are based on the aggregate incremental cost to Exelon and are calculated using the hourly incremental cost for flight services, including federal excise taxes, fuel charges, and domestic segment fees. Amounts include any repositioning flights associated with personal use of corporate aircraft. For 2024, the amounts for Mr. Butler and Ms. Jones were $289,005 and $5,474, respectively. Car and driver services - Exelon provides Company cars and driver services for NEOs and other officers enabling the performance of duties among the Company’s various offices and facilities. Certain executive officers are also entitled to limited personal use of the Company’s cars and drivers including commuting to work locations. Costs reported represent estimated incremental costs per trip based upon average labor cost and mileage, trip duration, fuel costs and traveled miles. For 2024, the amounts for Mr. Butler and Mr. Innocenzo were $7,804 and $1,219, respectively. Relocation benefits - Amount reported for Mr. Butler includes $811,030 of relocation benefits provided pursuant to Exelon’s relocation benefits program for management-level employees (Relocation Program). Exelon’s Relocation Program provides home sale assistance and home buyout benefits. Pursuant to the Relocation Program, a third-party relocation company manages the buyout process whereby the relocation company purchases the employee’s home at its appraised market value and is responsible for carrying the home until it is sold. The Company pays a fee and reimburses the relocation company for carrying costs, as well as any deficiency if the home is sold for less than the purchase price. In connection with Mr. Butler’s appointment to CEO and relocation to Exelon’s headquarters in Chicago, Mr. Butler’s home was purchased by the relocation company in 2023 and sold in 2024 pursuant to the Relocation Program. The amount in this column also includes $791,107 which is the total the Company paid to the relocation company in 2024 for the carrying costs and final sale of Mr. Butler’s home. Financial planning - Annual financial planning allowance up to $16,840 for each executive officer. Health benefits - NEOs and executive officers may use Company-identified medical providers for comprehensive physical examinations and related medical testing. Bring Your Own Device (BYOD) - Exelon’s BYOD policy offers a monthly stipend for personal mobile plans to eligible employees. Event tickets - Executives are permitted to use the corporate-leased boxes for cultural, entertainment or sporting events. For 2024, the amounts for Messrs. Butler and Innocenzo were $10,516 and $4,184, respectively. (b)Exelon provides reimbursements of certain tax obligations. For Mr. Butler, the reported amount reflects a tax gross-up for his relocation benefit. For Ms. Jones, the amount relates to benefits provided in compliance with a state public service commission requirements to maintain her principal workplace in the District of Columbia pursuant to a regulatory order issued in 2016 in connection with the approval of the acquisition of Pepco Holdings Inc. Pursuant to this regulatory obligation, Exelon provides travel and lodging benefits to the executives covered. (c)Each of the NEOs are eligible to participate in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching and fixed contributions to the NEOs’ 401(k) accounts and/or Deferred Compensation Plans. (d)Exelon provides long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during 2024 for supplemental long-term disability insurance over and above the basic coverage provided to all employees. (7)Mr. Innocenzo was not an NEO for 2023 or 2022.
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents equity awards (pursuant to the 2020 Long-Term Incentive Plan) and cash awards (pursuant to the 2024 Annual Incentive Plan) granted during fiscal year 2024.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Note 1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Note 2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (Note 3) | Grant Date Fair Value of Stock and Option Awards ($) (Note 4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Butler | 1/29/24 | 96,600 | 1,932,000 | 3,864,000 | | | | | | | | 1/29/24 | | | | | | | 88,836 | 3,135,022 | | | 1/29/24 | | | | 30,067 | 180,363 | 360,726 | | 6,034,030 | | Jones | 1/29/24 | 32,549 | 650,988 | 1,301,976 | | | | | | | | 1/29/24 | | | | | | | 18,011 | 635,608 | | | 1/29/24 | | | | 6,096 | 36,567 | 73,134 | | 1,223,346 | | Littleton | 1/29/24 | 31,333 | 626,652 | 1,253,304 | | | | | | | | 1/29/24 | | | | | | | 16,505 | 582,461 | | | 1/29/24 | | | | 5,586 | 33,510 | 67,020 | | 1,121,074 | | Glockner | 1/29/24 | 26,615 | 532,301 | 1,064,601 | | | | | | | | 1/29/24 | | | | | | | 13,279 | 468,616 | | | 1/29/24 | | | | 4,494 | 26,960 | 53,920 | | 901,945 | | Innocenzo | 1/29/24 | 2,272 | 90,882 | 181,763 | | | | | | | | 1/29/24 | | | | | | | 7,721 | 272,474 | | | 1/29/24 | | | | 2,613 | 15,676 | 31,352 | | 524,439 | | | 4/1/24 | 23,835 | 476,693 | 953,385 | | | | | | | | 4/1/24 | | | | | | | 8,327 | 310,014 | | | 4/1/24 | | | | 2,818 | 16,905 | 33,810 | | 596,646 |
Grants of Plan-Based Awards
(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. For Messrs. Butler and Glockner and Mses. Jones and Littleton, 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. Mr. Innocenzo served as CEO of PECO before his promotion to COO of Exelon on April 1, 2024. His 2024 AIP target was prorated based on his time in each role, with payout determined by the achievement of PECO and Exelon goals. The possible payout at threshold shown in the table reflects 50% of the lowest weighted AIP performance metrics for PECO CEO and Exelon COO, calculated at 2.5% and 5% of target, respectively, assuming all other performance metrics are below threshold. 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 2024, the first third of which will vest in 2025, the second third of which will vest in 2026, and the final third of which will vest in 2027. (4)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 2024. Fair value of performance share awards is based on an estimated payout of 100% of target.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Year End
Outstanding Equity Awards at Year End The following table provides information regarding outstanding equity awards held by the NEOs as of December 31, 2024. Unless otherwise specified, market value for stock awards is determined by multiplying the number of shares by the closing price of Exelon common stock on December 31, 2024 of $37.64.
Outstanding Equity Awards at Year End
| | Stock Awards | | | | | | (a) | (b) | (c) | (d) | | Name | Number of Shares or Units of Stock That Have Not Yet Vested (#) (Note 1) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) (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 | 188,720 | 7,103,421 | 308,532 | 11,613,144 | | Jones | 36,714 | 1,381,915 | 64,845 | 2,440,766 | | Littleton | 48,630 | 1,830,433 | 61,788 | 2,325,700 | | Glockner | 44,422 | 1,672,044 | 49,710 | 1,871,084 | | Innocenzo | 34,413 | 1,295,305 | 45,809 | 1,724,251 |
Outstanding Equity Awards at Year End
(1)The amount shown in column (a) includes performance share awards granted in 2022, which were subject to a three-year performance period that ended on December 31, 2024, and vested on February 3, 2025, with an approved payout of 83.76%. The amount shown also includes the following tranches of unvested restricted stock unit (RSU) awards: the final third of an award granted in January 2022; two-thirds of an award granted in January 2023; and the full award granted on January 29, 2024. All RSU awards accrue additional units through automatic dividend reinvestment subject to the vesting requirement applicable to the underlying award. (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 31, 2024 of $37.64. (3)The amount in column (c) reflects the target number of performance shares granted under the LTIP in 2023 (for the performance period ending on December 31, 2025) and 2024 (for the performance period ending on December 31, 2026). 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 2026 for the 2023-2025 cycle and January/February 2027 for the 2024-2026 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 31, 2024 of $37.64.
Outstanding Equity Awards at Year End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information on RSU and performance share awards that vested during fiscal year 2024. No stock option awards are outstanding and no stock options were exercised in 2024.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (Note 1) | Value Realized on Vesting ($) (Note 2) | | Butler | 141,598 | 5,112,581 | | Jones | 16,206 | 571,915 | | Littleton | 45,258 | 1,597,164 | | Glockner | 49,508 | 1,747,139 | | Innocenzo | 28,786 | 1,015,870 |
Option Exercises and Stock Vested
(1)Share amounts are composed of the 2021-2023 performance share awards and the following tranches of prior RSU awards that vested on January 29, 2024: the final third of the RSU awards granted in 2021, the second third of the RSU awards granted in 2022, and the first third of the RSU awards granted in 2023. For Mr. Butler, the number of shares includes a promotional RSU award of 28,468 shares granted on December 2, 2019 and an additional 9,064 shares the Compensation Committee approved at the time of Exelon’s separation from Constellation to maintain the overall value of the original promotional RSU award. (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.
Option Exercises and Stock Vested
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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 management 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 NEOs 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. Messrs. Butler and Innocenzo and Ms. Jones participate in the CBPP and SMRP. Due to their dates of hire, Ms. Littleton and Mr. Glockner do not participate in the defined benefit pension plans.
Potential Payments upon Termination With or Without a Change in Control
Potential Payments upon Termination With or Without a Change in Control The following is a summary setting forth potential payments payable to our NEOs under Exelon’s compensation programs in the event of termination of employment or a change in control of Exelon - specifically upon voluntary termination, retirement, death, disability, involuntary termination (with or without cause), or a termination in connection with or upon a change in control of Exelon. All of Exelon’s NEOs are employed at will, and there are no “single trigger” payments that would available to the NEOs upon a change in control of Exelon. The amounts shown in the below tables assume that such termination was effective as of December 31, 2024. Therefore, they include amounts earned through such time and are estimates of the amounts which would be paid out to the executives (or their beneficiaries) upon their termination. Due to the number of factors that may affect the nature and amount of any benefits provided upon the events discussed below (such as the timing during the year of any such event, the price of our common stock and the executive’s age), any actual amounts paid or distributed may be different. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the Non-Qualified Deferred Compensation section. In each table, the amounts are rounded to the nearest thousands and the value of unvested equity awards is based on Exelon’s closing stock price on December 31, 2024 of $37.64. Ms. Littleton ceased serving as the Executive Vice President and Chief Legal Officer on January 1, 2025. Thus, as permitted by SEC rules, the only scenario that is presented for her is an involuntary termination without cause.
Payments Made Upon Any Termination
Payments Made Upon Any Termination Regardless of the manner in which our NEO’s employment terminates, the executive is entitled to receive amounts earned during his or her term of employment. Such amounts include:
Payments Made Upon Any Termination
| Base Salary | Earned but unpaid salary through date of separation to be paid on the normal schedule. | | Deferred Compensation | Amounts accrued and vested under the Company’s 401(k) and Non-Qualified Deferred Compensation Plans. | | Retiree Health (if eligible) | 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: (i) as of the date of separation, they are at least age 55 with 10 years of service; or (ii) they separate from service under the SMSP and, as of the last day of their severance period, they are at least age 50 with 10 years of service. Executives hired on or after January 1, 2018 are not eligible for retiree health coverage. |
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. For the year ended December 31, 2024, the total compensation for Mr. Butler was $14,662,925 as reported in the “Total” column of the Summary Compensation Table on page 60. The total annual compensation for the median employee was $146,214. 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 2024 was 100:1, demonstrating Exelon’s commitment to balance equitable compensation stewardship with competitively based compensation that drives and rewards performance. On December 31, 2024, our employee population consisted of approximately 20,175 individuals (excluding 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, 2024. 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 found on page 60 in this proxy statement for our NEOs. This ratio is a reasonable 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.
CEO Pay Ratio
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