DEF 14A of Constellation Energy Corp
Filed Mar 19, 2025 · FY20240001552781-25-000090
Our Board and Director Nominees
Our Board and Director Nominees The Board of Directors is composed of a mix of highly experienced individuals who oversee Constellation’s strategy and business performance. The Board is currently classified and consists of three tiers of directors. In accordance with our bylaws, the Board will be fully de-classified following the 2026 Annual Meeting of Shareholders. The Corporate Governance Committee has recommended, and the Board has nominated, Yves de Balmann, Robert Lawless, Peter Oppenheimer, Eileen Paterson and John Richardson for re-election as Class III directors. Upon election, Class III directors will serve a one-year term, or until their successor is elected and qualified, or their earlier death, resignation, or removal. Each of the nominees is presently a member of the Board. The Board is recommending that all five nominees be elected by shareholders. The following table provides summary information about each of the nominees for election at the 2025 Annual Meeting as well as the other seven directors that are not currently standing for re-election.
Our Board and Director Nominees
| Name | Class | Age | Director Since | Independent | Current Committee Memberships | Other Current Public Company Boards | | Yves C. de Balmann Executive Partner at Bridge Growth Partners | III | 78 | 2022 | ✔ | Compensation (Chair) Corporate Governance | None | | Joseph Dominguez President and Chief Executive Officer – Constellation | I | 62 | 2022 | | N/A | • KBR, Inc. | | Bradley M. Halverson Former Chief Financial Officer – Caterpillar Inc. | II | 64 | 2022 | ✔ | Audit & Risk (Chair) Compensation | • Sysco Corporation • Lear Corporation | | Charles L. Harrington Former Chair and Chief Executive Officer – Parsons Corporation | II | 66 | 2022 | ✔ | Audit & Risk Corporate Governance (Chair) | • J.G. Boswell Company • JBT Marel Corporation • Korn Ferry | | Julie Holzrichter Former Chief Operating Officer – CME Group | I | 57 | 2022 | ✔ | Audit & Risk Compensation | None | | Dhiaa Jamil Former Chief Operating Officer – Duke Energy | II | 68 | 2023 | ✔ | Compensation Nuclear Oversight | None | | Ashish Khandpur President and Chief Executive Officer – Avient Corporation | I | 57 | 2022 | ✔ | Compensation Corporate Governance | • Avient Corporation | | Robert J. Lawless Former Chair and Chief Executive Officer – McCormick & Company, Inc. | III | 78 | 2022 | ✔ | Corporate Governance | None | | Peter Oppenheimer Former Chief Financial Officer – Apple | III | 62 | 2024 | ✔ | Audit & Risk Compensation | • Goldman Sachs Group | | Eileen Paterson Former President and Chief Executive Officer – Aerojet Rocketdyne | III | 59 | 2024 | ✔ | Corporate Governance Nuclear Oversight | • Marathon Petroleum Corp • Woodward, Inc. | | Admiral John M. Richardson Former Chief of Naval Operations – U.S. Navy | III | 64 | 2022 | ✔ | Audit & Risk Corporate Governance Nuclear Oversight (Chair) | • The Boeing Company • BWX Technologies, Inc. | | Nneka Rimmer Former President, Global Flavors & Extracts – McCormick & Company, Inc. | II | 53 | 2022 | ✔ | Audit & Risk Nuclear Oversight | • Energizer Holdings, Inc. |
Our Board and Director Nominees
| (1) The percentage of women on the Board decreased from 27% to 25% since our 2024 proxy statement. In December 2024, Ms. Laurie Brlas retired from the board and Mr. Oppenheimer and Ms. Paterson were added. |
Our Board and Director Nominees
| | Constellation Energy Corporation 2025 Proxy Statement | 10 |
Our Board and Director Nominees
A significant portion of compensation for the CEO (and other named executive officers (NEOs) listed in the compensation tables of this proxy statement) is tied to the achievement of short-term and long-term financial and operational goals. The components of compensation paid to our CEO (and the other NEOs), except for base salary, are “at-risk”. The table below illustrates components for total direct compensation.
Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500 One of the key objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe that our compensation program reflects this objective by linking a significant portion of our executives’ pay to the achievement of financial and strategic goals that drive shareholder value creation. As a result, our executives’ compensation varies with our performance and the market value of our common stock.
Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
| | Since 2022, we have consistently delivered robust financial results and outstanding shareholder returns. Our total shareholder return (TSR) since the separation stands at 362.61% as of December 31, 2024, significantly outperforming the S&P 500 Index at 35.42% and our peer group’s average of 53.31%. Furthermore, our one-year TSR was 92.73%, compared to 25.02% for the S&P 500 Index and an average of 22.08% for our peer group. These achievements underscore the successful implementation of our strategy and our commitment to operational excellence. |
CEO Target Compensation
Key Executive Compensation Practices also benchmarks the CEO’s compensation against independent peer group data provided by an external consultant, to ensure that the compensation is competitive, reasonable, and aligned with shareholder interests. Given the effectiveness of the CEO’s leadership in driving strong financial results, superior shareholder returns, strategic growth, and operational success, the committee recommended that the CEO’s compensation for fiscal year 2024 should be competitive with market median of the peer group which is reflected in the 2024 pay decisions above.
Key Executive Compensation Practices
| What We Do: | What We Don’t Do: | | • Align pay for performance • Maintain significant stock ownership requirements for directors and executive officers • Cap incentive awards and conduct an annual risk assessment of the compensation programs • Subject change-in-control benefits to double trigger vesting • Retain an independent compensation consultant that advises the Compensation Committee • Provide limited perquisites based on sound business rationale • Subject incentive compensation awards to clawback provisions • Review of pay equity by an independent third party • Engage in comprehensive shareholder outreach • Prohibit hedging, short sales, derivative transactions or pledging of Company stock • 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 severance calculations • No option repricing or buyouts without stockholder approval |
Key Executive Compensation Practices
| Sustainability Principles |
Key Executive Compensation Practices
Our sustainability principles are core to our business strategy and value proposition and guide us in our central purpose. We are focused on driving action in these critical focus areas:
Key Executive Compensation Practices
| Providing Emissions-Free Energy and Climate Mitigation | | C&I Customer Transformation | | Innovation and Technology Enablement | | Emissions-Free Policy Advocacy | Community Empowerment | | Commitment to Respect, Belonging, Inclusion and Equal Opportunity | Strong Corporate Governance and Risk Management |
Key Executive Compensation Practices
| | Constellation Energy Corporation 2025 Proxy Statement | 12 |
Key Executive Compensation Practices
We are the nation’s largest producer of clean reliable energy and a leading supplier of energy products and services, including sustainable energy solutions. Our values drive our people to function as a team and work towards maintaining our position as an industry leader in the production of 24/7 reliable and affordable emissions-free energy. Our values also encourage us to innovate and expand upon the energy and sustainability solutions we currently provide to businesses and communities across the United States. Please see the “About Us—Sustainability” section later in this proxy statement for more information regarding our sustainability efforts and strategy.
Key Executive Compensation Practices
| | Constellation Energy Corporation 2025 Proxy Statement | 13 |
Key Executive Compensation Practices
Constellation is committed to maintaining the highest standards of corporate governance that promote the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust. Strong corporate governance is a fundamental aspect of our long-term sustainable business operations. The Board provides oversight on the development and execution of our strategy, business operations and performance, enterprise risks, executive compensation, sustainability and environmental stewardship, and governance practices. Our Board is comprised of twelve directors. All members, excluding Constellation’s President and CEO, are independent under criteria established by The Nasdaq Stock Market LLC (Nasdaq). Board membership is reviewed on an annual basis to ensure our Board members have a diverse set of characteristics, skills and experience necessary to maximize the success of our business and effectively represent shareholder interests.
Key Executive Compensation Practices
| Board Governance Our corporate governance structure consists of certain elements, including the following: | | | | Independent Board Chair Chief Executive Officer and Board Chair roles are separate | Committee Independence 100% of our committees are comprised of independent directors | Director Stock Ownership Robust ownership requirements (i.e., 5x annual cash retainer) | | Board Self-Evaluations Annual evaluations for full Board which includes director interviews | Outside Board Service Limit Maximum of 3 other public company Boards (CEO may only serve on the Board of one other public company) | Mandatory Director Retirement By the annual meeting of shareholders following a director’s 80th birthday | | Committee Self-Evaluations Annual evaluations for each committee | Succession Planning Annual evaluation of management succession and leadership | Governance Assessment Annual review/assessment of governance policies | | Enterprise Risk Board oversight of enterprise risk, overseen by the Audit & Risk Committee | Executive sessions Regular executive sessions of independent directors meeting without management | De-classification of Board Annual elections for all directors after 2026 annual meeting of shareholders |
Key Executive Compensation Practices
| | Constellation Energy Corporation 2025 Proxy Statement | 14 |
Key Executive Compensation Practices
We believe that engaging with our investors provides valuable insights for the Board and its committees with respect to investor perspectives and priorities. In the fall and winter of 2024, Constellation contacted shareholders holding, in the aggregate, over 50% of our outstanding shares with offers to engage. This outreach was in addition to regular communication between our investor relations team and shareholders (e.g., quarterly earnings calls, analyst meetings, and investor and industry conferences). Shareholders who accepted invitations to engage represented an aggregate of approximately 25% of our outstanding shares. The Constellation engagement team was comprised of members from our Office of Corporate Governance, Investor Relations, Sustainability, Compensation, and Human Resources departments. The engagement team met with shareholders to discuss a wide variety of issues, including business operations and strategy, sustainability and climate matters, executive compensation, human capital, and board composition and effectiveness. Engaging openly with our shareholders on these and other topics drives increased accountability, improves decision making, and ultimately creates long-term value. The feedback received from shareholders and other stakeholders was shared with each Board committee and the Board, as appropriate. Our shareholder engagement process is described below.
Election of Directors
Election of Directors We currently have a classified board structure. In accordance with our bylaws, since the 2023 Annual Meeting of Shareholders this structure has been in the process of being phased out over a three-year period. The election of directors at the 2025 Annual Meeting of Shareholders will be the final election where only a single class of directors will be elected. Commencing at the 2026 Annual Meeting of Shareholders our Board will no longer be divided into three classes and each of our directors will stand for election annually for one-year terms. The Corporate Governance Committee has recommended, and the Board has nominated, our current Class III directors, Yves de Balmann, Robert Lawless, Peter Oppenheimer, Eileen Paterson and John Richardson for re-election by shareholders as Class III directors. The initial term of the Class III directors will expire at the 2025 Annual Meeting of Shareholders. Upon re-election, each such director will serve a one-year term through 2026 or until their successor is elected and qualified, or his or her earlier death, resignation or removal. Each director shall be elected by a plurality of the votes cast. However, under our bylaws, for any incumbent director to become a nominee for election by the shareholders as a director, that director must tender an irrevocable offer to resign from the Board in the event that the director receives a plurality of the votes cast but fails to receive a majority of the votes cast in an uncontested election. In an uncontested election, if an incumbent director receives a plurality of the votes cast, but does not receive a majority of the votes cast, the Corporate Governance Committee, or such other independent committee designated by the Board, must make a recommendation to the Board as to whether to accept or reject the offer of resignation of the incumbent director, or whether other action should be taken. The independent members of the Board will consider the Corporate Governance Committee’s recommendation and publicly disclose the Board’s decision and the basis for that decision within 90 days from the date of the certification of the final election results. The director not receiving a majority of the votes cast will not participate in the Corporate Governance Committee’s recommendation or the Board’s decision regarding the offer to resign. For this purpose, the term “a majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” the director’s election. Further, a “contested election” is one in which the Corporate Secretary receives a notice that a shareholder has nominated or intends to nominate a person for election to the Board in compliance with our bylaws and such nomination has not been subsequently withdrawn on or prior to the tenth day before the notice of meeting is first mailed. A brief statement about the background and qualifications of each nominee and each continuing director is provided on the following pages. No director has a familial relationship to any other director, nominee for director or executive officer. All of the nominees are presently members of the Board, and the Board is recommending that all five nominees be elected. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board. It is the intention of the proxyholders to vote proxies for the election of the nominees named in this proxy statement, unless such authority is withheld.
Election of Directors
| | Constellation Energy Corporation 2025 Proxy Statement | 23 |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting A brief biography regarding the background and qualifications of each director nominee is provided on the following pages. Each nominee’s biographical information includes a description of the director’s experience, qualifications, attributes and skills that qualify him or her to serve on the Board of Directors.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | | | | Yves C. de Balmann – Independent Director | | | Executive Partner at Bridge Growth Partners |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Age: 78 | Director Since: February 2022 | Committees: • Compensation (Chair) • Corporate Governance | Other current public directorships: • None |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Mr. de Balmann has been an Executive Partner at Bridge Growth Partners, a private equity firm, since 2019. Mr. de Balmann served as the Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. Previously, he served as Vice-Chairman of Bankers Trust Corporation, where he was in charge of Global Investment Banking, until that firm’s merger with Deutsche Bank in 1999, at which time he became Co-Head of Deutsche Bank’s Global Investment Bank and Co-Chairman and Co-Chief Executive Officer of Deutsche Banc Alex Brown from 1999 to 2001. Previously, Mr. de Balmann served as a director of ESI Group, a provider of virtual prototyping software and services, which was listed on the Euronext Paris. Mr. de Balmann also served as a director of Laureate Education, Inc. (listed on Nasdaq) and as the non-executive chairman of Conversant Intellectual Property Management. Mr. de Balmann served as a member of the board of Exelon Corporation from 2012 to 2022.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Mr. de Balmann brings extensive leadership, financial, risk management, strategic investment and mergers and acquisition experience to the Board. Through this unique experience managing a global investment bank, Mr. de Balmann provides the Board with important perspectives in managing the operations and overseeing the financial condition of Constellation. Mr. de Balmann also brings to the Board a deep understanding of the power utility and power generation businesses, having served on board of Exelon Corporation, the company's former parent corporation, for over ten years. |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 24 |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Robert J. Lawless – Independent Director | | | | | Former Chairman, President and Chief Executive Officer — McCormick & Company, Inc. | | | | | Age: 78 Director Since: February 2022 | Committees: • Corporate Governance | Other current public directorships: • None |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Mr. Lawless served as Chairman of the Board of McCormick & Company, Inc., a global leader that manufactures, markets, and distributes spices, seasoning mixes, condiments and other products to the food industry from 1997 until 2009. Mr. Lawless also served as President from 1996 to 2006 and Chief Executive Officer from 1997 to 2007, after serving in a series of positions with increasing responsibility, including Chief Operating Officer; Executive Vice President; Senior Vice President–The Americas; Group Vice President–Europe; Vice President & Deputy Managing Director, International Group, among others. Mr. Lawless previously served as a director of Constellation Energy Group from 2002 to 2012, when Constellation Energy Group merged with Exelon Corporation. He also served as a member of the board of Exelon Corporation from 2012 to 2022. Mr. Lawless serves as a director for various non-profit organizations, including Operation Walk Canada and Teen Challenge Canada, and Habitat for Humanity in Fort Myers, FL as well as London, ON, Canada. He previously served as a director for Baltimore Life Companies.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Mr. Lawless brings to the Board valuable experience in managing a large public company based on his service as Chairman, President and Chief Executive Officer of McCormick & Company. Mr. Lawless has significant experience in program management, finance, manufacturing, and operations. Mr. Lawless also brings to the Board his extensive leadership experience and skills in managing and operating a complex business, as well as extensive financial, international, technology, risk management and strategic planning expertise. In addition, Mr. Lawless contributes to the Board his deep understanding of the power utility and power generation businesses, having served for more than 20 years on the boards of Exelon Corporation and Constellation Energy Group. |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Peter Oppenheimer – Independent Director | | | | | Former Chief Financial Officer — Apple Inc. | | | | | Age: 62 Director Since: December 2024 | Committees: • Audit and Risk • Compensation | Other current public directorships: • Goldman Sachs Group (since 2019) |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Mr. Oppenheimer is the former Senior Vice President and Chief Financial Officer of Apple Inc. where from 2004 to 2014 he oversaw the controller, treasury, investor relations, tax, information systems, internal audit, facilities, and corporate development functions. From 1996 to 2004, he served in a series of positions at Apple with increasing responsibility in the finance and controllership group. Prior to his work at Apple, Mr. Oppenheimer worked as Divisional Chief Financial Officer at Automatic Data Processing, Inc. and as a consultant in the Information Technologies practice at Coopers & Lybrand. Mr. Oppenheimer currently serves as an independent director, Chair of the Audit Committee and a member of the Governance and Risk Committees of Goldman Sachs Group and Chair of Goldman Sachs Bank USA.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Mr. Oppenheimer is an esteemed financial expert with extensive experience in leading the financial divisions of pioneering technology companies. He is the Chair of the Audit Committee of Goldman Sachs Group and has deep expertise in accounting, financial reporting and corporate finance, and has executive leadership and management experience that he brings to the Board as it oversees Constellation's business, financing and public reporting. His executive leadership experience provides the Board with valuable insight and expertise that is relevant to the Board's oversight of complex financial, operational and investments risks that are critical to Constellation's operations, business, and growth. |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 25 |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Eileen Paterson – Independent Director | | | | | Former Chief Executive Officer — Aerojet Rocketdyne Holdings | | | | | Age: 59 Director Since: December 2024 | Committees: • Corporate Governance • Nuclear Oversight | Other current public directorships: • Woodward, Inc. (since 2017) • Marathon Petroleum Corp. (since 2024) |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Ms. Paterson is the former President and Chief Executive Officer from 2015 to 2023 of Aerojet Rocketdyne Holdings, Inc., a world-recognized aerospace and defense leader that provides propulsion systems and energetics to the space, missile defense and strategic systems, and tactical systems areas. Prior to this role she served in various senior management roles at United Technologies Corporation from 2003 to 2015, including as Division President, Pratt & Whitney AeroPower; Vice President, Operations; and Vice President, Operations & Quality, Environmental, Health & Safety and Achieving Competitive Excellence, Carrier Corp. Ms. Paterson served seven years active duty in the U.S. Army, including as Aviator and Airfield Commander of Davison Army Airfield, Fort Belvoir, Virginia. She currently serves as an independent director and a member of the Compensation and Organization Development and Sustainability and Public Policy Committees of Marathon Petroleum Corp., and an independent director, Chair of the Nominating and Governance Committee and a member of the Human Capital & Compensation Committee of Woodward, Inc.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Ms. Paterson is an accomplished, dynamic leader with extensive aerospace experience in profit and loss management, operations, quality and supply chain developed while serving as the Chief Executive Officer of Aerojet Rocketdyne. Her leadership and operational experience in complex businesses provides the Board with valuable insight relevant to the Board's oversight of complex financial, operational and technology risks that are critical to Constellation's business, operations, and growth. |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Admiral John M. Richardson – Independent Director | | | | | Former Chief of Naval Operations — U.S. Navy | | | | | Age: 64 Director Since: February 2022 | Committees: • Audit and Risk • Corporate Governance • Nuclear Oversight (Chair) | Other current public directorships: • The Boeing Company (since 2019) • BWX Technologies, Inc. (since 2020) |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Admiral John Richardson (Ret.) served 37 years in the U.S. Navy, completing his service as the Chief of Naval Operations (CNO), the top officer in the Navy. While in the Navy, Admiral Richardson served in the submarine force. He commanded the attack submarine USS HONOLULU in Pearl Harbor, Hawaii, for which he was awarded the Vice Admiral James Bond Stockdale Inspirational Leadership Award. He went on to command at every level of the Navy. Admiral Richardson served as the Director of Naval Reactors from 2012 until 2015, with responsibility for the full life-cycle, including regulatory responsibilities of more than 90 reactors operating around the world on nuclear-powered warships. After serving in this role, Admiral Richardson served as the 31st Chief of Naval Operations, the senior officer in the Navy, from 2015 until 2019. Admiral Richardson retired from the Navy in August 2019. Admiral Richardson currently serves as an independent director, Chair of the Special Programs Committee and a member of the Aerospace Safety and Finance Committees of the board of The Boeing Company, an aerospace company; and as an independent director and member of the Audit and Finance and Compensation Committees of BWX Technologies, Inc., a supplier of nuclear components and fuel. Admiral Richardson served as a member of the board of Exelon Corporation from 2019 to 2022. He also serves on the boards of the Center for New American Security and the Navy League of the United States. He is a senior advisor to the Johns Hopkins University Applied Physics Laboratory and a member of the National Academy of Engineering.
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Admiral Richardson brings deep expertise to the Board in the areas of safety, regulation, and oversight of complex, high- risk systems, as well as extensive crisis management and national security experience. Admiral Richardson's experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence brings invaluable knowledge to the Board and richly informs his leadership of the Nuclear Oversight Committee. Admiral Richardson also brings desired knowledge of the nuclear energy and cybersecurity threats, as well as valued experience with the demands and challenges associated with managing large organizations from his service as Chief of Naval Operations and other senior leadership positions in the U.S. Navy. |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 26 |
Biographies of Class III Directors with Terms Expiring at the 2025 Annual Meeting
Class I Directors
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting The Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class I directors will not stand for re-election at the 2025 Annual Meeting of Shareholders.
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| | | | | Joseph Dominguez – Non- Independent Director | | | President and Chief Executive Officer — Constellation |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| Age: 62 | Director Since: February 2022 | Committees: • None | Other current public directorships: • KBR Inc. |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Mr. Dominguez is the President and Chief Executive Officer of Constellation. As President and Chief Executive Officer, Mr. Dominguez oversees Constellation’s reliable, emissions-free energy fleet of nuclear, wind, solar, hydro-electric and natural gas facilities in 19 states, and the nation’s top competitive retail and commodities business, which provides electricity, natural gas and other energy-related products and services to two million residential, public sector and business customers nationwide, including more than three-fourths of the Fortune 100. Previously, Mr. Dominguez served as Chief Executive Officer of ComEd, a subsidiary of Exelon Corporation. In that role, he was responsible for the safe and reliable delivery of electricity to customers and oversight of the management of the electric grid for over four million residential and business customers in Chicago and most of northern Illinois. Prior to joining ComEd, Mr. Dominguez served as Executive Vice President of Governmental and Regulatory affairs and Public Policy for Exelon, where he led the development and implementation of federal, state, and regional governmental, regulatory, and public policy strategies. Mr. Dominguez was also a partner in the law firm of White and Williams, LLP, with a broad-based litigation practice counseling large and small corporations, institutions and government entities. Prior to joining White and Williams LLP, Mr. Dominguez served as an Assistant U.S. Attorney in the Eastern District of Pennsylvania.
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify candidate for Board membership: As the President and Chief Executive Officer of Constellation and through his prior experience at ComEd, Exelon and as a practicing attorney, Mr. Dominguez brings to the Board an extensive knowledge and understanding of the company's business, operations, finances, risks and strategy, as well as extensive regulatory, risk management and oversight expertise. His diverse experience and deep knowledge of the energy industry is crucial to the company's strategic planning and operational success. As the only employee-director on the Board, Mr. Dominguez is able to provide the Board with management's view of all facets of the company, supplying the Board with invaluable information to utilize in overseeing the business and affairs of the company. |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 27 |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Class I Directors
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| | Julie Holzrichter – Independent Director | | | | | Former Chief Operating Officer — CME Group Inc. | | | | | Age: 57 Director Since: February 2022 | Committees: • Audit & Risk • Compensation | Other current public directorships: • None |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Ms. Holzrichter is the former Chief Operating Officer of CME Group Inc., the world’s leading derivatives marketplace. She served in this role from 2014 to 2024 and was responsible for managing the company’s global operations and clearing and post-trade service division. During the course of her more than twenty-five year career with CME Group, Ms. Holzrichter held a series of roles with increasing responsibility. Prior to being appointed to Chief Operating Officer in 2014, Ms. Holzrichter served as: senior managing director of Global Operations from 2012 to 2014; managing director, Global Operations from 2007 to 2012; and director, Operations, from 2006 to 2007, among others. Additionally, she led the integration of global operations for a number of multi-billion-dollar mergers and acquisitions throughout her tenure. Ms. Holzrichter is a member of the Futures Industry Association, Women in Listed Derivatives, and ChicagoFirst. She previously served on DePaul University’s Finance Advisory Board and DePaul University’s Arditti Center for Risk Management Advisory Board.
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify candidate for Board membership: Ms. Holzrichter brings substantial senior management, operational and financial experience to the Board through her long tenure of increasing responsibility with CME Group, which is a highly regulated global business. She served as the Chief Operating Officer of CME Group and led CME Group's trading floor operations, global market solutions and services, data centers and critical infrastructure, global security, and business continuity and crisis management functions. Her operational, leadership, financial derivatives market, and technology experience provides the Board with valuable insight and expertise that is relevant to the Board's oversight of complex financial, operational, cybersecurity, technology and investment risks that are critical to Constellation's operations, business and growth. |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| | Ashish Khandpur – Independent Director | | | | | President and Chief Executive Officer — Avient Corporation | | | | | Age: 57 Director Since: February 2022 | Committees: • Compensation • Corporate Governance | Other current public directorships: • Avient Corporation (since 2023) |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Dr. Ashish Khandpur is President and Chief Executive Officer of Avient Corporation, a leading provider of specialized and sustainable material solutions. Previously, he was Group President of the multi-billion Transportation & Electronics business group for 3M Company, a global corporation operating in the fields of transportation, electronics, industrial, worker safety, health care and consumer. During his 28-year career with 3M, Dr. Khandpur held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics business group, from 2019 to 2021; Executive Vice President, Electronics & Energy business group, from 2017 to 2019; Senior Vice President, Research & Development and Chief Technology Officer, from 2014 to 2017, among other roles. Dr. Khandpur is a member of the Dean’s Advisory Board, College of Science and Engineering, for the University of Minnesota and served as a trustee for the University of St. Thomas from 2017 to 2021. Dr. Khandpur also served as a director for the 3M Foundation from 2012 to 2017, and he also served as a director for 3M India in 2014.
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify candidate for Board membership: Dr. Khandpur's extensive technical and business background combination, deep experience in complex global operations and research and development provide an invaluable perspective to the Board. Based on his 28 years of experience at 3M, and his current role as President and Chief Executive Officer of Avient Corporation, Dr. Khandpur brings to the Board his unique perspectives on leadership, innovation, and new business creation through application of technology to customer or market needs and challenges. Additionally, his technological and operational experience provides the Board with valuable insight and expertise that is relevant to the Board's oversight of complex financial, operational, cybersecurity and technology risks that are critical to Constellation's business, operations, and growth. |
Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 28 |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting As explained above, the Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class II directors will not stand for re-election at the 2025 Annual Meeting of Shareholders.
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | | | | Bradley M. Halverson – Independent Director | | | Former Group President, Financial Products and Corporate Services and Chief Financial Officer — Caterpillar Inc. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Age: 64 | Director Since: February 2022 | Committees: • Audit & Risk (Chair) • Compensation | Other current public directorships: • Sysco Corporation (since 2016) • Lear Corporation (since 2020) |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Mr. Halverson is the former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar, Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving in that leadership role from 2013 to 2018, Mr. Halverson held a series of positions with increasing responsibility during his 30-year tenure with the company, including: Vice President, Financial Services from 2010 to 2013; Corporate Controller, Global Finance & Strategic Services from 2004 to 2010; and Corporate Business Development Manager, Corporate Services from 2002 to 2004, among others since joining the company in 1988. Prior to his work at Caterpillar, Mr. Halverson worked as Financial Reporting Manager with Rolscreen Company and, before that, he worked in a series of roles with Price Waterhouse LLP. Mr. Halverson currently serves as: an independent director, Chair of the Audit Committee and a member of the Compensation and Leadership Development and Executive Committees of the board of Sysco Corporation, a food distributor; and an independent director and Chair of the Audit Committee and a member of the People & Compensation Committee of the board of Lear Corporation, a global automotive technology company. He previously served as an independent director and chair of the Audit Committee of the board of Satellogic, Inc., a company specializing in Earth-observation satellites, from 2022 to 2024. He also served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson currently serves as a member of the board of trustees of the Easterseals Central Illinois Foundation, and previously served as Chairman of the board of directors of Easterseals Central Illinois and a member of the OSF St. Francis Medical Center Community Foundation Board.
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Mr. Halverson's deep expertise in accounting, financial reporting and corporate finance, and his leadership experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business provides the Board with critical perspectives on important strategic, financial, and other public company issues. In addition, Mr. Halverson provides the board with important insights regarding the financial services industry and financial markets that are relevant to the Board's oversight of critical financial matters. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 29 |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | Charles L. Harrington – Independent Director | | | | | Former Executive Chairman and Chief Executive Officer — Parsons Corporation | | | | | Age: 66 Director Since: February 2022 | Committees: • Audit & Risk • Corporate Governance (Chair) | Other current public directorships: • J.G. Boswell Company (since 2015) • JBT Marel Corporation (since 2021) • Korn Ferry (since 2022) |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Mr. Harrington is the former Chairman, Chief Executive Officer and President of Parsons Corporation, a technology services company in the global defense, intelligence and critical infrastructure markets. Before becoming Executive Chairman in 2021 and retiring in 2022, Mr. Harrington served as Chairman, Chief Executive Officer and President of Parsons from 2008 to 2021, after serving in a series of positions with increasing responsibility, including: Executive Vice President, Chief Financial Officer and Treasurer from 2006 to 2008; President, Commercial Technology Group from 2003 to 2006; and President, Communications Technology Group, from 1999 to 2002, among others. Mr. Harrington also serves as a member of the board of directors of JBT Marel Corporation, J.G. Boswell Company, Korn Ferry and the Cal Poly Foundation. He previously served as a member of the board of directors of The AES Corporation, a global energy company, from 2013 to 2020.
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Mr. Harrington's extensive leadership experience in operations, finance, strategy development and execution, M&A, and business development that he developed while serving as the Chief Executive Officer and President of Parsons Corporation is important to the Board as it oversees the management of Constellation's strategy and growth. Coupled with his financial expertise as a former Chief Financial Officer and Treasurer, along with his engineering technical expertise encompassing large infrastructure projects and nuclear projects, Mr. Harrington brings a broad range of expertise to the board. His deep executive leadership experience and his prior service on the board of a large public energy company that owns utilities and global power generation assets brings to the Board significant oversight expertise. Mr. Harrington also brings relevant experience from the building of a leading cyber practice at Parsons Corporation. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | Dhiaa M. Jamil – Independent Director | | | | | Former Executive Vice President and Chief Operating Officer — Duke Energy | | | | | Age: 68 Director Since: June 2023 | Committees: • Compensation • Nuclear Oversight | Other current public directorships: • None |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Prior to his retirement in June 2023, Mr. Jamil served as Executive Vice President and Chief Operating Officer of Duke Energy, one of the largest energy holding companies in the U.S., a position he held since 2015. In that role, Mr. Jamil was responsible for the company’s generating fleet, transmission grid, enterprise-wide project management and construction, environment, health and safety and other related support functions. From 2008 to 2015, Mr. Jamil served as Executive Vice President of Duke Energy’s regulated generation and as Chief Nuclear Officer, where he oversaw the largest regulated nuclear fleet in the country. During that time, he played a key role in Duke Energy’s 2012 merger with Progress Energy, integrating and transforming a fleet of 12 nuclear units. Earlier in his career, he held various leadership roles of increasing responsibility at Duke Energy’s Oconee, McGuire and Catawba nuclear stations, including station manager and site vice president. Mr. Jamil is a former chair of the UNC Charlotte Energy Production Infrastructure Center (Epic) Advisory Board and served as a trustee for the Duke Energy Foundation, the philanthropic arm of Duke Energy. He also served on the board of directors of the Nuclear Energy Institute from 2014–2023 and Nuclear Electric Insurance Limited, which insures all nuclear power plants in the U.S., from 2013 to 2022. He has also previously served on various utilities’ nuclear safety review boards and was a member of the National Nuclear Training Accrediting Board.
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: With more than 40 years of experience in the energy industry, Mr. Jamil is a trusted and dependable leader with a track record of operating generation assets safely, reliably and effectively. As an executive with 14,000 employees under his scope of responsibility while at Duke Energy, Mr. Jamil gained valuable insight into the demands and challenges associated with managing large organizations, which is important to the Board as it oversees the management of Constellation's strategy and growth. In addition to his extensive operational leadership experience in the energy industry, Mr. Jamil also brings to the Board robust expertise in the nuclear power generation business, as well as a deep and desired appreciation for the reliability and environmental benefits of nuclear energy. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 30 |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | | | | Nneka Rimmer – Independent Director | | | Former President, Global Flavors & Extracts — McCormick & Company, Inc. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Age: 53 | Director Since: November 2022 | Committees: • Audit & Risk • Nuclear Oversight | Other current public directorships: • Energizer Holdings, Inc. (since 2018) |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Prior to her retirement in 2021, Ms. Rimmer served as President, Global Flavors & Extracts, for McCormick & Company, Inc., a global leader that manufactures, markets and distributes spices, seasoning mixes, condiments and other products to the food industry. Ms. Rimmer held a series of roles with increasing responsibility at McCormick & Company, including: Senior Vice President, Business Transformation, from 2019-2020, Senior Vice President, Strategy and Global Enablement, from 2017-2019; and Senior Vice President, Corporate Strategy & Development, from 2015-2017. Prior to joining McCormick, Ms. Rimmer spent 15 years with Boston Consulting Group (BCG) focused on advising Fortune 100 C-Suite executives and board directors on global growth, M&A strategy, talent development and change management. She rose to become BCG’s first Black female partner, with leadership positions across the consumer goods and retail, public sector and strategy practices. Ms. Rimmer currently serves as an independent director and member of the Audit and Human Capital Committees of the board of Energizer Holdings, Inc., a manufacturer of batteries and other products. She is also on the board of Wellness Pet LLC, a private equity- owned consumer products company. Additionally, Ms. Rimmer serves as a trustee of the University of Maryland, Baltimore.
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| Relevant experience, attributes or skills that qualify director for Board membership: Ms. Rimmer's extensive financial, leadership and risk management skills that she developed by serving in various senior leadership roles at McCormick & Company, combined with her broad experience serving on boards and key committees of other companies, provides the Board with relevant insights and expertise when overseeing Constellation's strategy, risk management and growth. Ms. Rimmer's deep experience with identifying and driving growth opportunities through mergers, acquisitions and other strategic investments provides the Board with valuable perspectives when considering potential opportunities for growth. |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
| | Constellation Energy Corporation 2025 Proxy Statement | 31 |
Biographies of Continuing Class II Directors with Terms Expiring at the 2026 Annual Meeting
Constellation and the Board are committed to maintaining the highest standards of corporate governance, which we believe are essential for sustained success and creating long-term shareholder value. We believe our strong corporate governance practices will help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders.
Compensation Committee
| • | overseeing the plans and programs under which short and long-term incentives are awarded to executive officers and approving performance goals and awards under these plans; |
Compensation Committee
| • | reviewing and approving employment agreements, severance, and change in control or similar plans or agreements, and payments to be made thereunder to any executive officer; |
Compensation Committee
| • | reviewed the peer group used for compensation purposes and recommended changes, if appropriate; and |
Corporate Governance Committee
| • | periodically reviewing and making recommendations to the Board on the compensation of non-employee directors; |
Director Compensation Changes Impacting 2025
Director Compensation Changes Impacting 2025 The compensation for non-employee directors as well as additional fees paid to the independent chair and committee chairs were set prior to our separation from Exelon in February 2022. Following the separation, our non-employee director compensation program was subject to the review and approval of our Board upon the recommendation of the Corporate Governance Committee. In 2024, the Corporate Governance Committee and the Board approved changes to the equity portion of the non-employee director compensation program. For awards made in 2025 and beyond, awards will be granted annually in advance as opposed to quarterly in arrears, and directors will have the option to either defer receipt of the equity portion of their compensation in the same manner as awards during previous years or to receive restricted stock units which vest after one-year. These changes were based on the recommendation of the outside consultant to align the non-employee director compensation with the prevailing practices at similarly sized companies in the market and our industry.
2024 Director Compensation
2024 Director Compensation The following table summarizes the compensation paid to each of our non-employee directors who served as a member of the Board and its committees in 2024.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | de Balmann | 145,000 | 170,000 | 18,448 | 333,448 | | Brlas | 150,000 | 170,000 | — | 320,000 | | Halverson | 125,000 | 170,000 | 7,044 | 302,044 | | Harrington | 165,000 | 170,000 | — | 335,000 | | Holzrichter | 125,000 | 170,000 | — | 295,000 | | Jamil | 145,000 | 170,000 | — | 315,000 | | Khandpur | 125,000 | 170,000 | — | 295,000 | | Lawless | 325,000 | 170,000 | 30,430 | 525,430 | | Oppenheimer | 5,435 | 7,391 | — | 12,826 | | Paterson | 6,304 | 7,391 | — | 13,695 | | Richardson | 165,000 | 170,000 | — | 335,000 | | Rimmer | 145,000 | 170,000 | — | 315,000 |
2024 Director Compensation
| (1) Annual Board and committee retainers including any amounts voluntarily deferred into the Director Deferred Compensation Plan. |
2024 Director Compensation
| (2) The aggregate award value in the “Stock Awards” column for each director represents four quarterly awards representing a grant date fair value under FASB ASC Topic 718 of $172.41, $214.63, $173.11 and $253.63 for the first through fourth quarters. See Note 20 “Stock Based Compensation Plans” of the Consolidated Financial Statements contained in our 2024 Form 10-K for an explanation of the assumptions made in valuing these awards. |
2024 Director Compensation
| (3) The amount included in this column for Messrs. de Balmann, Halverson and Lawless represents the aggregate incremental cost incurred by Constellation for their approved personal use of corporate aircraft. |
2024 Director Compensation
| | Constellation Energy Corporation 2025 Proxy Statement | 48 |
2024 Director Compensation
Ownership of Constellation Stock Stock Ownership of Directors and Executive Officers The following table shows the ownership of Constellation common stock as of March 1, 2025, by each director and each named executive officer in the Summary Compensation Table, later in this proxy statement, and for all directors and executive officers as a group. The shares owned by directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of common stock outstanding.
2024 Director Compensation
| | Shares Owned Directly or Indirectly(1) | Shares Underlying Options Exercisable Within 60 Days | Total Shares Beneficially Owned | | Non-Employee Directors | | | | | de Balmann | 100,495 | 0 | 100,495 | | Halverson | 4,670 | 0 | 4,670 | | Harrington | 9,210 | 0 | 9,210 | | Holzrichter | 4,670 | 0 | 4,670 | | Jamil | 1,886 | 0 | 1,886 | | Khandpur | 4,670 | 0 | 4,670 | | Lawless | 159,156 | 0 | 159,156 | | Oppenheimer | 29 | 0 | 29 | | Paterson | 29 | 0 | 29 | | Richardson | 14,741 | 0 | 14,741 | | Rimmer | 2,900 | 0 | 2,900 | | Named Executive Officers | | | | | Dominguez | 149,825 | 0 | 149,825 | | Eggers | 40,303 | 0 | 40,303 | | Hanson | 74,755 | 0 | 74,755 | | Barrón | 42,313 | 0 | 42,313 | | McHugh | 58,876 | 0 | 58,876 | | Directors & Executive Officers as a group (19 individuals) | 758,897 | 0 | 758,897 |
2024 Director Compensation
| (1) Includes any shares as to which the individual has sole or shared voting or investment power, directors’ deferred stock units granted under the Constellation deferred stock unit plan along with accumulated units from automatic dividend reinvestment, officers’ RSUs and deferred shares held in the Stock Deferral Plan, and directors’ and officers’ phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination. Total includes shares held by all directors and NEOs as well as Constellation executive officers listed in Item 10, “Directors, Executive Officers and Corporate Governance” in Constellation’s 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2025. |
2024 Director Compensation
| | Constellation Energy Corporation 2025 Proxy Statement | 49 |
Executive Summary
Chief Executive Officer Compensation The Compensation Committee reviews and recommends, and the Board of Directors considers and approves, the compensation of our CEO annually, based on a comprehensive evaluation of his individual performance and our company’s performance relative to our peers and the market. The committee considers both quantitative and qualitative factors, such as financial results, strategic initiatives, leadership development, succession planning, stakeholder engagement, corporate responsibility, and risk management. The committee also benchmarks the CEO’s compensation against independent peer group data provided by an external consultant, to ensure that the compensation is competitive, reasonable, and aligned with shareholder interests. In recognition of the CEO’s effective leadership, which has driven strong financial results, exceptional shareholder returns, strategic growth, and operational success, the committee has decided that the CEO’s compensation for fiscal year 2024 should align competitively with the market median of the peer group, as indicated in the 2024 pay decisions outlined above.
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500 One of the key objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe that our compensation program reflects this objective by linking a significant portion of our executives’ pay to the achievement of financial and strategic goals that drive shareholder value creation. As a result, our executives’ compensation varies with company performance and the market value of our common stock.
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
| | Since 2022, we have consistently delivered robust financial results and outstanding shareholder returns. Our total shareholder return (TSR) since the separation stands at 362.61% as of December 31, 2024, significantly outperforming the S&P 500 Index at 35.42% and our peer group’s average of 53.31%. Furthermore, our one-year TSR was 92.73%, compared to 25.02% for the S&P 500 Index and an average of 22.08% for our peer group. These achievements underscore the successful implementation of our strategy and our commitment to operational excellence. |
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
| | Constellation Energy Corporation 2025 Proxy Statement | 55 |
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
As part of our ongoing commitment to effective corporate governance and shareholder alignment, we engage with our shareholders regularly to solicit feedback on various topics, including executive compensation. In 2024, we reached out to shareholders representing more than 50% of our outstanding shares and held discussions with shareholders representing approximately 25% of our outstanding shares. This outreach was in addition to regular communication between our investor relations team and shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. We appreciate the constructive dialogue we had with our shareholders and the insights they shared with us.
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
| | Constellation Energy Corporation 2025 Proxy Statement | 56 |
CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
Compensation Programs Executive Compensation Practices
Compensation Programs
| | Cash Compensation | | | Long-Term Incentives | | | Total Target Direct Compensation | | Name | Base | AIP Target | Total Cash Compensation | RSUs 33% | PShares 67% | LTI Target | | | Dominguez | $1,400,000 | 150% | $3,500,000 | $3,465,000 | $7,035,000 | $10,500,000 | $14,000,000 | | Eggers | 734,850 | 95% | 1,432,958 | 924,000 | 1,876,000 | 2,800,000 | 4,232,958 | | Hanson | 879,750 | 95% | 1,715,513 | 957,000 | 1,943,000 | 2,900,000 | 4,615,513 | | McHugh | 732,123 | 85% | 1,354,428 | 660,000 | 1,340,000 | 2,000,000 | 3,354,428 | | Barrón | 717,152 | 85% | 1,326,730 | 660,000 | 1,340,000 | 2,000,000 | 3,326,730 |
Compensation Programs
2024 Annual Incentive Plan The Annual Incentive Plan (AIP) is designed to promote the achievement of critical financial and operational goals that are aligned with our business plan and drive shareholder value. For the 2024 AIP, the Compensation Committee approved financial goals related to operating net income (weighted 70%) and operational goals based on customer satisfaction (weighted 10%), fleetwide capacity factor (weighted 10%), dispatch match (weighted 7%), and renewable energy capture (weighted 3%). The Compensation Committee most heavily weighed the financial metric to align the interests of executives with shareholders. Based on achieved performance, AIP payouts may range from 50% to 200% of an NEO’s target incentive opportunity. However, if threshold performance is not achieved with respect to a specific performance metric, no payout would be earned for that metric. The Compensation Committee may exercise its discretion to adjust awards otherwise earned under the AIP; however, no such discretion was exercised in 2024. The pie chart below summarizes the performance metrics and their respective weights. In addition, each NEO’s annual incentive target opportunity expressed as a percentage of their base salary is summarized below. The Compensation Committee determined each NEO’s AIP target as part of its annual review of executive compensation after considering the same factors as those considered for base salaries.
Compensation Programs
| NEO | AIP Target % | AIP Target | Formulaic Performance Factor | Actual Award | | Dominguez | 150% | $2,050,830 | 168.85% | $3,462,826 | | Eggers | 95% | 694,239 | 168.85% | 1,172,223 | | Hanson | 95% | 831,130 | 168.85% | 1,403,364 | | McHugh | 85% | 618,856 | 168.85% | 1,044,939 | | Barrón | 85% | 606,200 | 168.85% | 1,023,568 |
Long-Term Incentive Plan (LTIP)
Long-Term Incentive Plan (LTIP) Our long-term incentive structure aligns pay with performance and our company’s business. The Compensation Committee grants PShares and RSUs annually at its February meeting. For 2024, the Compensation Committee determined each NEO’s total target long-term incentive value based on competitive market data and other factors that are discussed under the heading “Setting Target Compensation for NEOs” in the executive summary of this Compensation Discussion and Analysis. Each NEO’s 2024 LTIP value was allocated between grants of RSUs (33%) and PShares (67%), as described in the chart below.
Long-Term Incentive Plan (LTIP)
| | RSUs (33% of LTIP) | PShares (67% of LTIP) | | Dominguez | 27,278 | 55,381 | | Eggers | 7,274 | 14,769 | | Hanson | 7,534 | 15,296 | | McHugh | 5,196 | 10,549 | | Barrón | 5,196 | 10,549 |
2024–2026 Restricted Stock Units (RSUs)
2024–2026 Restricted Stock Units (RSUs) In February 2024, the Compensation Committee approved the grant of RSUs for each NEO. RSUs vest ratably over a three-year period. During the vesting period, RSUs receive dividend equivalents that are reinvested as additional RSUs which remain subject to the same vesting conditions as the underlying RSUs. RSUs are not subject to any performance metrics. On each vesting date, the number of RSUs that vest is settled in a like number of shares of our common stock, less applicable taxes, provided that the NEO was continuously employed by the company through the vesting date.
2024–2026 Performance Share (PShare) Program
2024–2026 Performance Share (PShare) Program In February 2024, the Compensation Committee approved the grant of PShares for each NEO. PShares are earned over the three-year period ending December 31, 2026, based on our achievement against free cash flow before growth goals and relative TSR performance, subject to a negative modifier that is based on credit ratings. Based on achieved performance, the number of PShares earned at the end of the performance period may range from 50% to 200% of an NEO’s target PShares. However, if threshold performance is not achieved with respect to a specific performance metric, no payout would be earned for that metric. PShares receive dividend equivalents that are reinvested as additional PShare awards which remain subject to the same vesting and performance conditions as the underlying award. Pursuant to the terms of the long-term incentive program, NEOs who have achieved 200% or more of their stock ownership target receive PShare awards settled in cash. PShare awards are settled 50% in cash and 50% in stock for NEOs that have not achieved 200% or more of their stock ownership target. Reinvested dividends are settled in the same form as the underlying award. The performance metrics underlying the 2024 – 2026 PShare awards and the formula used to determine the earned PShare award are described below.
2024–2026 Performance Share (PShare) Program
| | Constellation Energy Corporation 2025 Proxy Statement | 62 |
2024–2026 Performance Share (PShare) Program
2024-2026 Performance Share (PShare) Program
2024–2026 Performance Share (PShare) Program
| PShare Metrics | Metric Rationale and Link to Long-Term Shareholder Value | | Free Cash-Flow before Growth “Free Cash Flow” as used by the company is Cash From Operations net of Cash From Investing (e.g., capital expenditures or Capex). Free Cash Flow is adjusted for certain non-recurring and other items to calculate Free Cash Flow before Growth. These adjustments include items such as non-recurring Capex, growth Capex, and collateral. For compensation purposes only, Free Cash Flow before Growth is adjusted to exclude impacts of changes in working capital. | • Aligned with our strategy to deliver strong free cash flows, optimized through industry-leading operations. | | Relative TSR Total shareholder return factors in capital gains and dividends when measuring the total return generated by a stock. Relative Total Shareholder Return (“rTSR”) is a performance metric that compares TSR of the company with the TSR of the relative TSR peer group companies over the 36-month performance period. Constellation utilizes a custom peer group given the company’s unique business profile as it allows the inclusion of companies with the highest comparability by screening for factors that include market cap, capital intensity, long-lived assets, and sensitivity to commodity prices. | • Relative TSR ties executive rewards to shareholder returns, motivating decisions that enhance stock performance. Shareholders benefit as executives focus on long-term value, sustainable growth, and risk management. | | Credit Ratings The relative credit rating metric is based on the ratings assigned by two independent credit rating agencies: Moody’s and S&P. Both agencies use a combination of quantitative and qualitative factors to assess the creditworthiness of an issuer and assign a rating that indicates the probability of default or non-payment of debt obligations. | • Aligned with our strategy to deliver on a disciplined capital allocation strategy and the maintenance of a strong investment grade balance sheet. • By using the credit ratings from Moody’s and S&P in our long-term incentive program, we aim to incentivize our executives to manage the business in a way that balances growth and profitability with prudent risk-taking and financial discipline, and that enhances our reputation and credibility among investors and other stakeholders. |
2024–2026 Performance Share (PShare) Program
Setting PShare Performance Targets. PShare performance targets are set based on external commitments and analysis of sensitivities at the beginning of the performance period. The modifier ranges are calibrated with the expectations of credit rating agencies. Actual Targets Disclosed After Each 3-Year Performance Cycle. Actual performance targets used in our PShare program are not disclosed until each 3-year performance cycle is completed to safeguard the confidentiality of our long-term outlook on projected performance. This policy supports the propriety of our longstanding disclosure practices to only issue annual performance guidance as part of our financial disclosure policies.
2024–2026 Performance Share (PShare) Program
| | Constellation Energy Corporation 2025 Proxy Statement | 63 |
2024–2026 Performance Share (PShare) Program
2022-2024 Performance Share Program Payout Determination
2022–2024 Performance Share Program Payout Determination
2022–2024 Performance Share Program Payout Determination The Constellation Compensation Committee approved the performance scale aligned to the Constellation business strategy below in 2022. Based on achieved performance, the Constellation Compensation Committee approved the 2022–2024 PShare payout at 200% of target.
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | -25% Modifier | -15% Modifier | -5% Modifier | No Modifier | Actual Results | Modifier | | CFO/Debt | <22.5% | >=22.5%<25.0% | >=22.5%<27.5% | >=27.5% | >=27.5% | Not Applicable | | Stair-step approach, no interpolation between points. | | | | | | |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
The table below shows the determination of the number of PShares earned under the 2022-2024 PShares award. The awards vested on February 10, 2025.
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| NEO | PShare Target | Formulaic Performance Factor | Actual Award | | Dominguez | 98,647 | 200% | 197,294 | | Eggers | 23,115 | 200% | 46,230 | | Hanson | 30,122 | 200% | 60,244 | | McHugh | 21,937 | 200% | 43,874 | | Barrón | 17,418 | 200% | 34,836 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Role of the Independent Compensation Consultant The Compensation Committee retains Meridian Compensation Partners, an independent compensation consultant, to support its duties and responsibilities. Meridian provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs, and strategies including, but not limited to, the following:
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | Market data for each senior executive position, including evaluating Constellation’s compensation strategy and reviewing and confirming the peer group used to prepare the market data, |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | An independent assessment of management recommendations for changes in the compensation structure, |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | Assisting management to ensure Constellation’s executive compensation programs are designed and administered consistent with the Compensation Committee’s requirements, and |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | Ad hoc support on executive compensation matters and related governance trends. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
The Compensation Committee will annually review the compensation, performance, and independence of Meridian and approve the firm’s fees and other retention terms. In December 2024, the Compensation Committee assessed the independence of Meridian and concluded that it is independent and that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the Compensation Committee.
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 64 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
2024 Executive Compensation Peer Groups 2024 Executive Compensation Peer Groups Constellation uses a blended peer group that consists of energy services peers, independent power producers (“IPPs”), and general industry peers for assessing our executive compensation program and the competitive positioning of our NEO’s compensation. We utilize this method because (1) there are not enough energy services and IPPs peers with size, scale and complexity comparable to Constellation to create a robust peer group, and (2) Constellation’s market for attracting talent includes general industry peers, with key executives hired from several Fortune 100 companies. When selecting general industry peers, we consider capital asset-intensive companies with size, scale and complexity similar to Constellation, and we also consider the extent to which they may be subject to the effects of volatile commodity prices similar to Constellation’s sensitivity to commodity price volatility. Constellation evaluates its peer group on an annual basis and adjusts the peer group for changes with our energy and general industry peers when needed. Due to the correlation between the size of an organization and its compensation levels, market data is statistically adjusted using a regression analysis. Utilizing this commonly applied technique allows for a more precise estimate of the market value of Constellation given the size and scope of responsibility for Constellation’s executive roles. Each element of executive compensation is then compared to these size-adjusted medians of the peer group. This peer group, in part, is also used to assess program design practices. Stock Ownership To strengthen the alignment of executive interests with those of shareholders, executive officers are required to own certain amounts of Constellation common stock five years following his or her employment or promotion to a new position (six-times base salary for Mr. Dominguez; three times base salary for the other NEOs). All NEOs have met their stock ownership requirement. The following types of shares are taken into consideration to satisfy the ownership requirements:
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | shares owned outright by the executive or their immediate family, in street name or held in trust, |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | net shares from vested Long-Term Performance Share Unit Awards (PShares), |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | shares from Restricted Stock Unit Awards that are granted but not vested, and |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | shares held in the deferred compensation program or in retirement plan accounts. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 65 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Prohibition on Hedging and Pledging of Common Stock; Other Trading Requirements Insider Trading Policy; Prohibition on Hedging and Pledging of Common Stock; Other Trading Requirements Constellation has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy can be found as Exhibit 19-1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the company’s trading in its own securities, it is the company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. Our insider trading policy includes provisions that prohibit directors and employees (including officers) and certain of their related persons (including certain family members and entities which they own a significant interest) from engaging in short sales, put or call options, hedging transactions, pledging, or other derivative transactions involving Constellation stock. Clawback Policy The Board has adopted two recoupment (aka “clawback”) policies. One clawback policy applies only to SEC Section 16 executive officers (which includes, but is not limited to, our CEO and the other NEOs), the other policy applies to all employees (including the Section 16 executive officers) that receive incentive-based compensation. The policy applicable to Section 16 executive officers is compliant with the clawback rules and requirements adopted by the SEC and Nasdaq in 2023. Under this policy, the Board is required to recoup, from current or former Section 16 executive officers, any incentive-based compensation that was erroneously awarded during the three years preceding the date of any accounting restatement that is required due to material non-compliance with any financial reporting requirement under applicable U.S. federal securities laws. The other clawback policy provides our Board wider discretionary authority to recoup incentive compensation. Under this broader clawback policy, the Board or Compensation Committee may seek to recoup incentive compensation paid or payable to current or former incentive plan participants if, in its sole discretion, the Board or Compensation Committee determines that: (a) the current or former incentive plan participant breached a restrictive covenant or engaged or participated in misconduct, or intentional or reckless acts or omissions, or serious neglect of responsibilities that caused or contributed to a significant financial loss or serious reputational harm to Constellation regardless of whether a financial statement restatement or correction of incentive plan results was required, and (b) recoupment is not precluded by applicable law or employment agreements. Risk Management Assessment of Compensation Policies and Practices The Compensation Committee reviews Constellation’s compensation policies and practices as they relate to the company’s risk management practices and risk-taking incentives. In 2024, our Enterprise Risk Management group applied the enterprise risk management policy and framework to the compensation risk assessment process to assess and validate that the controls in place continued to mitigate incentive compensation risks. Following this assessment, which was reviewed by the independent compensation consultant, the Compensation Committee believes that the risks arising from the company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Constellation. In this regard, the Compensation Committee considered the following compensation program features, which balance the degree of risk taking:
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | the AIP includes multiple incentive performance measures with a balance of financial and non-financial metrics; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | total compensation pay mix includes effective and market aligned balance of short and long-term incentive compensation elements; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | incentive compensation is balanced by formulaic and discretionary funding; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | short and long-term incentive awards contain award caps or modifiers; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | reasonable change-in-control and severance benefits are within common market norms; |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | clawback provisions exceed regulatory mandates; and |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| • | consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 66 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Summary Compensation Table Summary Compensation Table
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| Name | Year | Salary(a) | Bonus | Stock Awards(b) | Non-Equity Incentive Plan Compensation(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(d) | All Other Compensation(e) | Total | | Joseph Dominguez | | | | | | | | | | President and Chief Executive Officer | 2024 | $1,363,333 | — | $10,500,172 | $3,462,826 | $519,424 | $371,209 | $16,216,964 | | | 2023 | 1,181,944 | — | 10,000,025 | 3,309,384 | 471,090 | 222,942 | 15,185,385 | | | 2022 | 1,090,972 | — | 6,699,193 | 2,016,404 | 385,830 | 246,683 | 10,439,082 | | Daniel Eggers | | | | | | | | | | Executive Vice President and Chief Financial Officer | 2024 | 730,294 | — | 2,800,122 | 1,172,223 | 159,340 | 119,250 | 4,981,229 | | | 2023 | 702,101 | — | 2,300,140 | 1,246,962 | 156,637 | 102,560 | 4,508,400 | | | 2022 | 663,316 | — | 1,569,750 | 788,386 | 120,179 | 73,211 | 3,214,842 | | Bryan C. Hanson | | | | | | | | | | Executive Vice President and Chief Generation Officer | 2024 | 874,296 | — | 2,900,095 | 1,403,364 | 2,042,206 | 195,553 | 7,415,514 | | | 2023 | 831,945 | — | 2,800,033 | 1,479,802 | 3,566,930 | 162,443 | 8,841,153 | | | 2022 | 745,486 | — | 3,445,564 | 883,137 | — | 283,564 | 5,357,751 | | James McHugh | | | | | | | | | | Executive Vice President and Chief Commercial Officer | 2024 | 727,584 | — | 2,000,087 | 1,044,939 | 250,772 | 78,703 | 4,102,085 | | | 2023 | 702,453 | — | 1,785,095 | 1,114,489 | 216,706 | 72,008 | 3,890,751 | | | 2022 | 677,164 | — | 1,489,761 | 715,417 | 538,434 | 71,476 | 3,492,252 | | Kathleen Barrón | | | | | | | | | | Executive Vice President and Chief Strategy and Growth Officer | 2024 | 712,705 | — | 2,000,087 | 1,023,568 | 189,460 | 161,045 | 4,086,865 | | | 2023 | 688,088 | — | 1,530,152 | 1,091,696 | 169,065 | 166,392 | 3,645,393 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) The amounts shown represent base earnings. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (b) The amounts shown in this column represent the aggregate grant date fair value of restricted stock unit and performance share unit awards granted in the year indicated, with such grant date fair values prepared in accordance with ASC Topic 718. The values set forth for the performance shares above reflect the vesting of such awards based on the probable outcome of target levels, however, values may be higher based on performance. For a discussion of threshold, target and maximum levels of vesting on these awards, see the “Long-Term Incentive Plan” description in the Compensation Discussion and Analysis section of this proxy. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Performance Share Award Value | | | Name | At Target | At Maximum | | Dominguez | $7,035,048 | $14,070,096 | | Eggers | 1,876,106 | 3,752,212 | | Hanson | 1,943,051 | 3,886,102 | | McHugh | 1,340,039 | 2,680,078 | | Barrón | 1,340,039 | 2,680,078 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (c) The amounts shown in this column for 2024 represent payments made pursuant to the Annual Incentive Plan. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (d) The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, 2023 to December 31, 2024. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (e) The following table describes the incremental cost of other benefits provided in 2024 that are shown in this column. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 67 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
2024 All Other Compensation 2024 All Other Compensation
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| Name | Perquisites (a) | Reimbursement for Income Taxes (b) | Constellation Contributions to Savings Plans (c) | Constellation Paid Executive LTD Premiums (d) | Other (e) | Total | | Dominguez | $282,738 | $1,936 | $82,000 | $4,535 | — | $371,209 | | Eggers | 69,918 | 1,981 | 43,842 | 3,509 | — | 119,250 | | Hanson | 135,422 | 3,529 | 52,488 | 4,114 | — | 195,553 | | McHugh | 29,818 | 829 | 43,680 | 4,376 | — | 78,703 | | Barrón | 95,303 | 20,476 | 41,323 | 3,943 | — | 161,045 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) Amounts reported for personal benefits provided to NEOs include: (1) transportation related benefits (including corporate aircraft, car and driver, as well as spousal and family travel); and (2) other benefits (including personal financial planning, company gifts, and matching charitable contributions). |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| i. | Amounts reported for the personal use of corporate aircraft are based on the aggregate incremental cost to Constellation and are calculated using the hourly incremental cost for flights, including costs for fuel, maintenance, airport charges, and other variable costs, as applicable. Certain NEOs are also entitled to limited personal use of the company’s cars and drivers including commuting to work locations. Amounts reported in this column for Mr. Dominguez, Mr. Eggers, Mr. Hanson, and Ms. Barrón include $209,882, $36,494, $94,244 and $30,927, respectively, for personal use of corporate aircraft. The amounts also include $43,198 for spousal/domestic partner and other family member usage for Mr. Dominguez. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| ii. | Amounts include the aggregate incremental value of relocation costs received by Ms. Barrón which were provided for under Constellation’s Relocation Program and the cost of temporary housing totaling $27,570. These expenses were incurred as part of her move from Washington D.C. to Maryland coinciding with becoming Constellation’s Chief Strategy Officer. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| iii. | Limited personal financial planning benefits valued at $16,840 were provided for each NEO. Executive officers may request matching gifts to qualified charitable organizations in amounts up to $10,000. All executives requested the full match. Comprehensive Executive Health Physicals are provided with the aggregate incremental value ranging from $2,500 to $5,000 depending on service provider. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (b) Constellation provides reimbursements of tax obligations incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; when business-related spousal travel involves personal benefits and income is imputed to the employee; and for required relocation and housing/living expenses incurred in compliance with regulatory requirements. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (c) The amounts represent the respective corporate matching contributions to the NEOs’ accounts. Each of the NEOs participated in the 401(k) Plan and the Deferred Compensation Plan. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (d) Constellation provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during 2024 for long-term disability over and above the basic coverage provided to all employees. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 68 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Grants of Plan-Based Awards Grants of Plan-Based Awards
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(b) | | | All other Stock Awards: Number | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | of Shares or Units(c) | and Option Awards(d) | | Dominguez | 2/5/2024 | $30,762 | $2,050,830 | $4,101,660 | | | | | | | | 2/5/2024 | | | | 20,768 | 55,381 | 110,762 | | $7,035,048 | | | 2/5/2024 | | | | | | | 27,278 | 3,465,124 | | Eggers | 2/5/2024 | 10,414 | 694,239 | 1,388,478 | | | | | | | | 2/5/2024 | | | | 5,538 | 14,769 | 29,538 | | 1,876,106 | | | 2/5/2024 | | | | | | | 7,274 | 924,016 | | Hanson | 2/5/2024 | 12,467 | 831,130 | 1,662,260 | | | | | | | | 2/5/2024 | | | | 5,736 | 15,296 | 30,592 | | 1,943,051 | | | 2/5/2024 | | | | | | | 7,534 | 957,044 | | McHugh | 2/5/2024 | 9,283 | 618,856 | 1,237,712 | | | | | | | | 2/5/2024 | | | | 3,956 | 10,549 | 21,098 | | 1,340,039 | | | 2/5/2024 | | | | | | | 5,196 | 660,048 | | Barrón | 2/5/2024 | 9,093 | 606,200 | 1,212,400 | | | | | | | | 2/5/2024 | | | | 3,956 | 10,549 | 21,098 | | 1,340,039 | | | 2/5/2024 | | | | | | | 5,196 | 660,048 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) All NEOs have annual incentive plan target opportunities based on a fixed percentage of base salaries. Under the terms of the AIP, threshold performance earns 50% of the respective target, while performance at plan earns 100% of the respective target, and the maximum payout is capped at 200% of target. For 2024, the possible payout at threshold for AIP was calculated at 1.5% of target based on a threshold payout (50%) of the lowest weighted metric of 3%. For additional information about the terms of this program, see the “Compensation Discussion and Analysis” section above. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (b) NEOs have a long-term performance share unit target opportunity that is a fixed number of performance share units which is commensurate with the officer’s position. The possible payout at threshold for performance share unit awards was calculated at 37.50% of target. The possible maximum payout for performance share units was calculated at 200% of target. For additional information about the terms of these programs, see the “Compensation Discussion and Analysis” section and the footnotes to the Summary Compensation Table above. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (c) This column shows restricted stock unit awards made during the year. The vesting dates of the awards are provided in footnote (b) to the Outstanding Equity Table below. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (d) This column indicates the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share unit awards and restricted stock units granted to each NEO during 2024. Fair value of performance share unit awards granted on February 5, 2024, are based on an estimated payout of 100% of target. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 69 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Outstanding Equity Awards at Year End Outstanding Equity Awards at Year End
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive Plan Awards: Market or Payout Value | | | | | | | | Market Value of | Equity Incentive | or Unearned | | | Number of | Number of | | | Number | Shares or Units | Plan Awards: | Shares, Units | | | Securities | Securities | | | of Shares | of Stock That | Number of | or Other Rights | | | Underlying | Underlying | | | or Units | Have Not Yet | Unearned | That Have Not | | | Unexercised | Unexercised | | | of Stock | Vested Based | Shares, Units | Yet Vested Based | | | Options | Options | Option | Option | That Have | on 12/31/24 | or Other Rights | on 12/31/24 | | | That Are | That Are Not | Exercise or | Expiration | Not Yet | Closing Price | That Have Not | Closing Stock | | Name | Exercisable | Exercisable | Base Price | Date | Vested(a)(b) | $223.71(a)(b) | Yet Vested(a)(b) | Price(a)(b) | | Dominguez | — | — | — | — | 71,041 | $15,892,582 | 472,855 | $105,782,392 | | Eggers | — | — | — | — | 17,419 | 3,896,804 | 113,702 | 25,436,274 | | Hanson | — | — | — | — | 51,432 | 11,505,853 | 136,977 | 30,643,125 | | McHugh | — | — | — | — | 37,087 | 8,296,733 | 94,400 | 21,118,224 | | Barrón | — | — | — | — | 35,273 | 7,890,923 | 81,180 | 18,160,778 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) The amount shown is composed of: the converted final third of the unvested restricted stock units (RSUs) originally granted in February 7, 2022, which vested on February 10, 2025; two-thirds of the RSUs originally awarded in February 6, 2023, half of which vested on February 10, 2025, and half of which will vest on the date of the Constellation Compensation Committee’s first regular meeting in 2026; and the RSUs awarded February 5, 2024, one-third of which vested on February 10, 2025, and one-third of which will vest on the date of each of the Constellation’s Compensation Committee’s first regular meetings in 2026 and 2027, respectively. For Mr. Hanson, the amount also includes 31,225 retention RSUs inclusive of accrued dividends. Mr. Hanson’s retention award was awarded on February 7, 2022, and vested on February 7, 2025. For Mr. McHugh, the amount also includes 23,348 retention RSUs inclusive of accrued dividends. Mr. McHugh’s retention award was initially awarded on April 5, 2021, and will vest on April 5, 2025. For Ms. Barrón, the amount also includes 22,982 retention RSUs inclusive of accrued dividends. Ms. Barrón’s retention award was initially granted October 29, 2021, and the award will vest on October 29, 2025. All unvested RSUs accrue additional shares through automatic dividend reinvestment. All shares are valued at $223.71, the closing price on December 31, 2024. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (b) The amount shown includes the target performance share awards granted on February 7, 2022, for the performance period ending December 31, 2024, the target performance share awards granted on February 6, 2023, for the performance period ending December 31, 2025, and the performance share awards granted on February 5, 2024, for the performance period ending December 31, 2026. All target awards have been increased to reflect the highest level of performance for the period, 200%. All shares are valued at $223.71, the closing price on December 31, 2024. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 70 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Option Exercises and Stock Vested Option Exercises and Stock Vested
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Option Awards | | Stock Awards(a)(b)(c) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Dominguez | — | — | 81,020 | $10,291,935 | | Eggers | — | — | 31,832 | 4,043,642 | | Hanson | — | — | 108,330 | 13,761,146 | | McHugh | — | — | 81,850 | 10,397,377 | | Barrón | — | — | 36,636 | 4,653,808 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) Share amounts shown are composed of the following tranches of prior awards that vested on February 5, 2024; the final third of the RSU awards granted in January 2021 and converted at separation as described in footnote (c), the second third of the RSU awards granted February 7, 2022, and the first third of the RSU awards granted in February 6, 2023. All of these awards were valued at $127.03 per share upon vesting. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (b) Also included are performance share awards earned under the 2021-2023 Performance Plan which vested on February 5, 2024. All these awards were valued at $127.03 per share upon vesting. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (c) Prior to the separation of Constellation from Exelon, the Compensation Committee of Exelon’s Board of Directors approved the conversion of equity awards held immediately prior to the separation into substitute Constellation equity awards under the Constellation Stock Plan. The awards were converted in a manner to maintain the value of the equity awards immediately prior to and immediately after the separation. The Exelon pre-separation price per share used to value the outstanding awards was $56.81 and was based upon the volume-weighted average stock price (VWAP) for the five days prior to the transaction. The Constellation post-separation stock price of $51.16 was based on the VWAP for the five days after the transaction. The effective date of the separation was February 1, 2022. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 71 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Pension Benefits Pension Benefits Constellation sponsors the Constellation Retirement Program, a defined benefit pension plan that includes the Commonwealth Edison Company Constellation Service Annuity System (SAS), a traditional pension plan covering NEOs who commenced employment prior to January 1, 2001, and the Constellation Cash Balance Pension Plan (CBPP), an account-based plan covering eligible NEOs hired between January 1, 2001, and February 1, 2018. The Constellation Retirement Program is tax-qualified under Section 401(a) of the Internal Revenue Code. Commonwealth Edison Company Constellation Service Annuity System (SAS) Only one NEO (Mr. Hanson) participates in the SAS. Under the SAS, the annuity benefit payable at normal retirement age is equal to the sum of 1.25% of the participant’s earnings as of December 25, 1994, reduced by a portion of the participant’s earned Social Security benefit as of that date, plus 1.6% of the participant’s highest average annual pay, multiplied by the participant’s years of credited service (up to a maximum of 40 years). Pension-eligible compensation for the SAS’s Final Average Pay Formula includes base pay and annual incentive awards. Benefits under the SAS are vested after five years of service. “Normal retirement age” under the SAS is 65 and the plan also offers early retirement benefits, which are payable if a participant retires after attainment of age 50, but before attainment of age 65 and completion of 10 years of service. The annual pension payable under the plan is determined as of the early retirement date, reduced by 2% for each year of payment before age 60 to age 58, then 3% for each year before age 58 to age 50. In addition, the early retirement benefit is supplemented prior to age 65 by a temporary payment equal to 80% of the participant’s estimated monthly Social Security benefit. The supplemental benefit is partially offset by a reduction in the regular annuity benefit. Constellation Cash Balance Pension Plan (CBPP) Four NEOs (Messrs. Dominguez, Eggers, and McHugh and Ms. Barrón) participate in the CBPP. Under the CBPP, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. When the CBPP was initially established in 2001, it provided an annual benefit credit of 5.75% of an employee’s base pay and annual incentive award for the year and an annual investment credit based on the average of that year’s S&P 500 stock index return and the 30-year Treasury rate for the month of November (subject to 4% minimum). The benefit and investment credit rates have been subsequently modified periodically pursuant to U.S. Treasury Department guidance on cash balance plans. NEO participants in the CBPP currently receive an annual benefit credit of 7% of base salary and annual incentive award, and an annual investment credit based on either the third segment spot rate of interest on long-term investment grade corporate bonds for the month of November of the year credited (subject to a 4% minimum) or the second segment spot rate of interest on long-term investment grade corporate bonds for the month of November of the year credited (subject to a 3.8% minimum), depending on length of service. Benefits vest after three years of service and are payable in an annuity or a lump sum at any time following termination of employment. Apart from the benefit credits and the vesting requirement, years of service are not relevant to a determination of accrued benefits under the CBPP. A one-time transition benefit credit as of December 31, 2018 was provided to all CBPP participants in recognition of the transition to a fully fixed income investment credit rate. The amount of the credit ranged from 0% to 30.5% of 2018 annualized base pay, based on years of service as of December 31, 2007. Constellation ceased offering the SAS to all new entrants as of January 1, 2009, and the CBPP was closed to all new entrants as of January 1, 2023. Instead, an annual enhanced non-discretionary 401(k) contribution is provided for new employees not eligible for pension benefits. Constellation Supplemental Management Retirement Plan (SMRP) All NEOs participate in the SMRP which provides supplemental benefits to the benefits provided under the tax-qualified Constellation Retirement Program for individuals whose annual compensation exceeds the limits imposed under the Internal Revenue Code. Under the terms of the SMRP, participants are provided the amount of benefits they would have received under the SAS or CBPP, as applicable, but for the application of the Internal Revenue Code limits. The SMRP offers a lump sum as an optional form of payment. Tax benefits are provided for SMRP participants when FICA and state taxes are not imposed on qualified
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| | Constellation Energy Corporation 2025 Proxy Statement | 72 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Constellation Supplemental Management Retirement Plan (SMRP) pension plan benefits, but are imposed on non-qualified retirement benefits, such as those provided under the SMRP. Constellation provides these tax benefits in order to equalize the tax treatment of non-qualified benefits to those received under qualified plans. These tax benefits are provided to all participants in the SMRP (currently over 165, approximately 50% of which are executives (i.e., Vice President level or above)). For participants in the SAS, the SMRP lump sum includes the value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions to participants in the SAS in 2024 is 4.15%. For participants in the CBPP, the lump sum is the value of the non-qualified account balance. The values of the lump sum amounts do not include the value of any pension benefits covered under the tax-qualified pension plans, and the methods and assumptions used to determine the non-qualified lump sum amount are different from the assumptions used to generate the present values shown in the tables of benefits to be received upon retirement, termination due to death or disability, involuntary separation not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement. Since 2004, the provision of additional years of credited service to executives was ended under the SMRP for any period in which services are not actually performed, except that up to two years of service credits may be provided under the SMRP upon a qualifying termination of employment under severance or up to 2.99 years of service under change in control agreements, and performance-based awards or awards that are intended to make up for lost pension benefits from another employer. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successor arrangements) are not affected. The amount of the change in the pension value for each of the NEOs is the amount included in the Summary Compensation Table above. The present value of each NEO’s accumulated pension benefit is shown in the Pension Benefits table below. A portion of 2022 accumulated pension benefit were accrued under Exelon, prior to February 1, 2022. The assumptions used in estimating the present values include the following: pension benefits are assumed to begin at each participant’s earliest unreduced retirement age; the SMRP lump sum amounts for SAS participants are determined using the rate of 4.78% as of December 31, 2024, at the assumed retirement age; the account balances for CBPP participants are assumed to grow at the annual investment credit rate of 5.52% or 5.84% as of December 31, 2024, depending on length of service, to the assumed retirement age; the lump sum amounts are discounted from the assumed retirement date at the applicable discount rates of 5.17% as of December 31, 2023 and 5.66% as of December 31, 2024; and the applicable mortality tables.
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | | Dominguez | CBPP | 22.35 | $749,542 | | | SMRP | 22.35 | 2,157,587 | | Eggers | CBPP | 8.76 | 204,876 | | | SMRP | 8.76 | 572,160 | | Hanson | SAS | 36.30 | 2,563,708 | | | SMRP | 36.30 | 12,136,111 | | McHugh | CBPP | 21.79 | 606,108 | | | SMRP | 21.79 | 1,108,490 | | Barrón | CBPP | 14.47 | 403,367 | | | SMRP | 14.47 | 730,829 |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
| (a) Mr. Hanson’s non-qualified Supplemental Management Retirement Plan (SMRP) present value is $12,136,111. Based on lump sum conversion interest rates defined for immediate distributions under the non-qualified plan, the comparable lump sum amount applicable for service through December 31, 2024 is $13,820,126. Note that, in any event, payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance. |
LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
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LTI Metrics (2022–2024 LTIP Performance and Payout Determinations)
Deferred Compensation Deferred Compensation
2024 Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control
| 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Dominguez, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Dominguez during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Dominguez total compensation for each year to determine the compensation actually paid: |
2024 Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control
| (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |
2024 Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control
| 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Dominguez), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Dominguez) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Dominguez) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table While the company utilizes several performance measures to align executive compensation with company performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and, therefore, do not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Dominguez and the average amount of compensation actually paid to NEOs as a group (excluding Mr. Dominguez) is aligned with the company’s TSR for the year presented in the table. The alignment of compensation actually paid with the company’s cumulative TSR over the period presented is a result of having a significant portion of the compensation actually paid to Mr. Dominguez and to the other NEOs comprised of equity awards. As described in more detail in the “Compensation Discussion and Analysis” section, the company targets that approximately 75% of the value of total compensation awarded to the CEO and 63% of the value of total compensation awarded to other NEOs be comprised of equity awards, including restricted stock units and performance-based restricted stock units.
Compensation Actually Paid and Cumulative TSR
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Compensation Actually Paid, Net Income and Adjusted Operating Earnings
Compensation Actually Paid, Net Income and Adjusted Operating Earnings As demonstrated by the following tables, the amount of compensation actually paid to Mr. Dominguez and the average amount of compensation actually paid to NEOs as a group (excluding Mr. Dominguez) is generally aligned with the company’s net income and Adjusted Operating Earnings performance over the post-separation results presented in the table. While the company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is the GAAP measure used to reconcile to the Adjusted Operating Earnings measure, which the company does use when setting goals in our short-term incentive compensation program. While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that Adjusted Operating Earnings is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to NEOs, for the most recently completed fiscal year, to company performance. As described in more detail in the “Compensation Discussion and Analysis” section, approximately 15% of the value of total compensation awarded to the CEO and 18% of the value of total compensation awarded to other NEOs is comprised of amounts determined under the short-term incentive compensation program.
Compensation Actually Paid, Net Income and Adjusted Operating Earnings
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