DEF 14A of Constellation Energy Corp, Mar 19, 2026

DEF 14A of Constellation Energy Corp

Filed Mar 19, 2026 · FY20250001552781-26-000140

Open on EDGAR

  1. Your Support is Important

    | 2025 Executive Compensation Tables | 70 | | 2025 Summary Compensation Table | 70 | | Grant of Plan-Based Awards | 72 | | Outstanding Equity Awards at Year End | 73 | | Option Exercises and Stock Vested | 74 | | Benefit Plans | 75 | | Potential Payments Upon Termination or Change in Control | 78 | | Pay Versus Performance | 82 | | CEO Pay Ratio | 88 | | Audit & Risk Committee Report | 89 | | Proposal 3: Ratification of PricewaterhouseCoopers LLP as Constellation’s Independent Registered Public Accounting Firm for 2026 | 90 | | Proposal 4: Shareholder Proposal | 93 | | Additional Information | 95 | | Questions and Answers About the Annual Meeting | 97 | | Appendix A—Definitions of Non-GAAP Measures | A-1 |

  2. How to Vote in Advance of the Meeting

    | 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 | Annual Election of Directors Following the 2026 Annual Meeting of Shareholders, the Board will be fully declassified |

  3. Board Oversight of Our People, Our Voice and Our Commitment

    Board Oversight of Our People, Our Voice and Our Commitment The Board of Directors is focused on building and maintaining a corporate culture that values and prioritizes integrity, respect, speaking up, inclusion, non-discriminatory practices, and equal opportunity for all. The Board receives regular updates from senior management regarding the progress the company has made in achieving its overall objectives.

  4. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 17 |

  5. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | |

  6. Board Oversight of Our People, Our Voice and Our Commitment

    Election of Directors In accordance with our bylaws, since the 2023 Annual Meeting of Shareholders, we have been in the process of phasing out our classified board structure. Commencing at the 2026 Annual Meeting of Shareholders, our Board will no longer be divided into three classes. The Corporate Governance Committee has recommended, and the Board has nominated, each of the current twelve directors for re-election by shareholders. Upon re-election, each such director will serve a one-year term through 2027 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 twelve 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.

  7. Board Oversight of Our People, Our Voice and Our Commitment

    | | The Board of Directors Recommends a Vote “FOR” Each Nominee. |

  8. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 18 |

  9. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  10. Board Oversight of Our People, Our Voice and Our Commitment

    Our Director Nominees 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.

  11. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Executive Chairman at Williams Age: 63 Director Since: 2026 Committees: • Compensation and Nuclear Oversight Other current public directorships: • BOK Financial |

  12. Board Oversight of Our People, Our Voice and Our Commitment

    | Alan Armstrong | | Mr. Armstrong is the Executive Chairman of the Board of Directors at Williams Companies, a leading provider of energy infrastructure in North America. Appointed to the role in July 2025, Armstrong transitioned from his long-standing position as President and CEO, a role he held since 2011. Under his leadership, Williams became a dominant force in the natural gas sector, now handling approximately a third of all U.S. natural gas volumes. Mr. Armstrong led Williams through a period of strong growth and strategic expansion, driven by successful execution on major pipeline projects, disciplined financial management and capitalizing on favorable market trends in natural gas demand. Mr. Armstrong was instrumental in shaping the company’s natural gas-focused strategy, significantly expanding its transmission, storage, gathering and processing infrastructure. Prior to being named CEO of Williams, Mr. Armstrong led the company’s North American midstream and olefins businesses through a period of growth and expansion as Senior Vice President–Midstream. He also served in a number of operational and commercial roles in various business units at Williams. Mr. Armstrong is the former Chair of the National Petroleum Council and is a founding member of Natural Allies for a Clean Energy Future. He serves as Chair of the Board of Trustees for the University of Oklahoma Foundation and is a board member for BOK Financial Corp. In addition, he is the former Chair of Junior Achievement USA. Armstrong earned his bachelor’s degree in civil engineering from the University of Oklahoma. | | Relevant experience, attributes or skills that qualify candidate for Board membership: | | Mr. Armstrong brings to the Board an extensive knowledge and understanding of the energy industry and extensive regulatory, risk management and oversight expertise which is crucial to the company’s strategic planning and operational success. Mr. Armstrong’s expertise in interstate natural gas pipelines and gathering and processing operations is especially valuable to Constellation in light of the recent Calpine Corporation acquisition. Mr. Armstrong also provides valuable experience as a “C-Level” executive of a large publicly traded company and in the assessment and execution of potential acquisitions. Mr. Armstrong also possesses an understanding of data management, the type of technology utilized in our business and related cybersecurity risks. |

  13. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 19 |

  14. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  15. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Executive Partner at Bridge Growth Partners Age: 79 Director Since: February 2022 Committees: • Compensation (Chair) • Corporate Governance Other current public directorships: • None |

  16. Board Oversight of Our People, Our Voice and Our Commitment

    | Yves C. de Balmann | | 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. | | 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. |

  17. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 20 |

  18. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  19. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Non-Independent Director President and Chief Executive Officer — Constellation Age: 63 Director Since: February 2022 Committees: • None Other current public directorships: • KBR Inc. |

  20. Board Oversight of Our People, Our Voice and Our Commitment

    | Joseph Dominguez | | 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 over 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. | | 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. |

  21. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 21 |

  22. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  23. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Group President, Financial Products and Corporate Services and Chief Financial Officer — Caterpillar Inc. Age: 65 Director Since: February 2022 Committees: • Audit & Risk (Chair) • Compensation Other current public directorships: • Sysco Corporation (since 2016) • Lear Corporation (since 2020) |

  24. Board Oversight of Our People, Our Voice and Our Commitment

    | Bradley M. Halverson | | 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. | | 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. |

  25. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 22 |

  26. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  27. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Executive Chairman and Chief Executive Officer — Parsons Corporation Age: 67 Director Since: February 2022 Committees: • Audit & Risk • Corporate Governance (Chair) Other current public directorships: • JBT Marel Corporation (since 2021) |

  28. Board Oversight of Our People, Our Voice and Our Commitment

    | Charles L. Harrington | | 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. | | 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 building a leading cyber practice at Parsons Corporation. |

  29. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 23 |

  30. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  31. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Chief Operating Officer — CME Group Inc. Age: 58 Director Since: February 2022 Committees: • Audit & Risk • Compensation Other current public directorships: • None |

  32. Board Oversight of Our People, Our Voice and Our Commitment

    | Julie Holzrichter | | 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. | | 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. |

  33. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 24 |

  34. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  35. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Executive Vice President and Chief Operating Officer — Duke Energy Age: 69 Director Since: June 2023 Committees: • Compensation • Nuclear Oversight Other current public directorships: • None |

  36. Board Oversight of Our People, Our Voice and Our Commitment

    | Dhiaa M. Jamil | | 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. | | 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. |

  37. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 25 |

  38. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  39. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Chairman and Chief Executive Officer — Avient Corporation Age: 58 Director Since: February 2022 Committees: • Compensation • Corporate Governance Other current public directorships: • Avient Corporation (since 2023) |

  40. Board Oversight of Our People, Our Voice and Our Commitment

    | Ashish Khandpur | | Dr. Ashish Khandpur is Chairman 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. | | 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 Chairman 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. |

  41. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 26 |

  42. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  43. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Chairman, President and Chief Executive Officer— McCormick & Company, Inc. Age: 79 Director Since: February 2022 Committees: • Corporate Governance Other current public directorships: • None |

  44. Board Oversight of Our People, Our Voice and Our Commitment

    | Robert J. Lawless | | 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. Mr. Lawless is active in the effort to eliminate homelessness in London, Canada and previously served as a director for Baltimore Life Companies. | | 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, Inc. 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. |

  45. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 27 |

  46. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  47. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Chief Executive Officer — Aerojet Rocketdyne Holdings Age: 60 Director Since: December 2024 Committees: • Corporate Governance • Nuclear Oversight Other current public directorships: • Woodward, Inc. (since 2017) • Marathon Petroleum Corp. (since 2024) |

  48. Board Oversight of Our People, Our Voice and Our Commitment

    | Eileen Paterson | | 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. | | 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. |

  49. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 28 |

  50. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  51. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former Chief of Naval Operations — U.S. Navy Age: 65 Director Since: February 2022 Committees: • Audit & Risk • Corporate Governance • Nuclear Oversight (Chair) Other current public directorships: • The Boeing Company (since 2019) • BWX Technologies, Inc. (since 2020) |

  52. Board Oversight of Our People, Our Voice and Our Commitment

    | Admiral John M. Richardson | | 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. | | 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. |

  53. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 29 |

  54. Board Oversight of Our People, Our Voice and Our Commitment

    | Proposal 1: Election of Directors | | | Our Director Nominees | |

  55. Board Oversight of Our People, Our Voice and Our Commitment

    | | | Independent Director Former President, Global Flavors & Extracts — McCormick & Company, Inc. Age: 54 Director Since: November 2022 Committees: • Audit & Risk • Nuclear Oversight Other current public directorships: • Energizer Holdings, Inc. (since 2018) |

  56. Board Oversight of Our People, Our Voice and Our Commitment

    | Nneka Rimmer | | 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 Nominating and Governance 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 Foundation, Inc. | | 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. |

  57. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 30 |

  58. Board Oversight of Our People, Our Voice and Our Commitment

    | Corporate Governance | | | Director Qualification and Nomination Criteria | |

  59. Board Oversight of Our People, Our Voice and Our Commitment

    Corporate Governance 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. Director Qualification and Nomination Criteria Effective oversight of Constellation’s strategic direction requires our Board of Directors to be composed of individuals with diverse backgrounds and perspectives who possess experience, attributes, skills and core competencies important to the company. The Corporate Governance Committee identifies and recommends director nominees for election to the Board and periodically retains a search firm to assist with the identification of potential candidates. The Corporate Governance Committee may also consider nominees suggested by other sources, including incumbent Board members and shareholders. The Corporate Governance Committee and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole and evaluate the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles. The Board believes that directors should be selected so that the Board has diverse experience at various policy-making and executive levels in business, government, and in sectors that are relevant to the company’s business operations.

  60. Board Oversight of Our People, Our Voice and Our Commitment

    | In evaluating the qualifications of director nominees, the Corporate Governance Committee considers factors including, but not limited to, the following: | | | Integrity Embodiment of the highest personal and professional ethics, integrity, and values | Judgment Possession of an inquiring and independent mind, practical wisdom, and mature judgment | | Industry Background Broad training and experience at the policy-making level in business, government, education, technology, or other sectors relevant to the company’s business and operations | Skills/Expertise Expertise that is useful to the enterprise and complementary to the background and experience of other directors | | Diligence Willingness to remain current with industry and other developments relevant to Constellation’s strategic direction | Time Commitment Willingness to devote the time required to execute the duties and responsibilities of Board membership and a commitment to serve over a period of years to develop knowledge about Constellation’s operations | | Loyalty Commitment to representing the long-term interests of shareholders, customers, employees, and communities served by Constellation | Independence Involvement only in activities or interests that do not conflict with responsibilities to Constellation and its shareholders |

  61. Board Oversight of Our People, Our Voice and Our Commitment

    The director selection criteria described above are evaluated by the Corporate Governance Committee each time a new candidate is considered for Board membership. The Corporate Governance Committee and the Board may consider other factors they deem to be relevant to the success of a publicly traded company operating in the energy sector. As part of the annual nomination process, the Corporate Governance Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 9, 2026, the Corporate Governance Committee determined that each Board nominee satisfied the criteria described above and advised the Board that each of the director nominees listed under “Proposal 1: Election of Directors” is qualified to serve on the Board.

  62. Board Oversight of Our People, Our Voice and Our Commitment

    | Constellation Energy Corporation 2026 Proxy Statement | 31 |

  63. Board Oversight of Our People, Our Voice and Our Commitment

    | Corporate Governance | | | Board Skills | |

  64. Corporate Governance Committee

    | • | periodically reviewing and making recommendations to the Board on the compensation of non-employee directors; |

  65. Annual Committee Self-Evaluations

    | Director Compensation | | | Cash Fees | |

  66. Annual Committee Self-Evaluations

    | Director Compensation | | | Equity Compensation | |

  67. Annual Committee Self-Evaluations

    | Director Compensation | | | Director Stock Ownership Requirement | |

  68. Annual Committee Self-Evaluations

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | de Balmann | 145,000 | 170,000 | 16,951 | 331,951 | | Halverson | 150,000 | 170,000 | 17,297 | 337,297 | | 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 | 14,864 | 509,864 | | Oppenheimer | 125,000 | 170,000 | — | 295,000 | | Paterson | 145,000 | 170,000 | — | 315,000 | | Richardson | 165,000 | 170,000 | — | 335,000 | | Rimmer | 145,000 | 170,000 | — | 315,000 | | (1) Annual Board and committee retainers including any amounts voluntarily deferred into the Director Deferred Compensation Plan. (2) The award value in the “Stock Awards” column for each director represents a grant date fair value under FASB ASC Topic 718 of $226.45 on April 29, 2025. (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. | | | | |

  69. Compensation Program Structure

    | | | 2025 Pay Elements | Shareholder Alignment | 2025 Performance Metrics | | | | CEO Other NEOs | and Link to Strategy | Weightings, and Modifiers | | | | | • Fixed income at competitive, market-based levels attracts and retains top talent | • Executive leadership and individual contribution • Strategy implementation • Execution of company goals and objectives | | | | | • Motivates executives to achieve key annual financial and operational goals that reflect commitment to superior operations, shareholder returns and supporting our customers and communities | Financial Goal (70%) • Operating Earnings Operational Goal (30%) • Fleetwide Capacity Factor • Dispatch Match • Renewable Energy Capture • Customer Satisfaction | | | | Restricted Stock Units (“RSUs”) | • Provides incentive for executives to increase shareholder value and serves as a valuable retention tool | 33% of total long-term incentive grant • Vests in thirds over a three-year period | | | | Performance Share Units (“PShares”) | • Rewards executives for achieving long-term performance goals relating to strong free cash flows, disciplined strategy, a strong investment grade balance sheet, and increasing shareholder value | 67% of total long-term incentive grant • Vests at end of a three-year performance period • Free Cash Flow before Growth (67%) • Relative TSR (33%) • Negative modifier: Credit Ratings |

  70. Chief Executive Officer Compensation

    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 effectiveness, 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.

  71. Chief Executive Officer Compensation

    | 7% | 160% | | 2025 LTIP target was increased 15% from $10,500,000 to $12,100,00 | | 2025 base salary was increased 7% from $1,400,000 to $1,500,000 | AIP target was increased from 150% to 160% | | |

  72. Chief Executive Officer Compensation

    | CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500 One of the central objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe our compensation program fulfills 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. Since becoming an independent publicly traded company in 2022, we have consistently delivered robust financial results and outstanding shareholder returns. As shown in the chart below our total shareholder return (TSR) has significantly outperformed both the S&P 500 and our peer group. These achievements underscore the successful implementation of our strategy and our commitment to operational excellence. | | |

  73. Executive Compensation Governance Best Practices

    | | | | What We Do: | What We Don’t Do: | | • Pay for performance by awarding the majority of our NEOs’ compensation in the form of variable cash and equity compensation linked to the short-term and long-term financial and strategic performance of the Company. • Maintain significant stock ownership requirements for directors and executive officers. • Cap incentive awards. • Subject change-in-control benefits to double trigger vesting. • Maintain independent oversight through our Compensation Committee which includes only directors who are independent as defined by the rules of The Nasdaq Stock Market LLC, and the Compensation Committee is advised by an independent compensation consultant. • Provide limited perquisites based on sound business rationale. • Subject incentive compensation awards to clawback provisions in accordance with applicable Nasdaq requirements, as well as a broader clawback policy that applies to incentive compensation plans. • Perform pay equity analyses. • Engage in comprehensive shareholder outreach to discuss our executive compensation programs and other topics of interest. • Assess our programs against peer companies and best practices. • Set appropriate levels of “stretch” in incentive targets. • Annually conduct a risk assessment of our compensation plans and policies to ensure they are not reasonably likely to have a material adverse effect on the Company. | • No guaranteed minimum payout of AIP or LTIP programs. • No employment agreements with the CEO or the NEOs. • No tax gross-ups on NEO perquisites, other than for standard relocation benefits. • No hedging, short sales, derivative transactions or pledging of company stock by NEOs or directors. • 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. |

  74. 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 | $1,500,000 | 160% | $3,900,000 | $3,993,000 | $8,107,000 | $12,100,000 | $16,000,000 | | Eggers | 760,570 | 95% | 1,483,111 | 1,056,000 | 2,144,000 | 3,200,000 | 4,683,111 | | Hanson | 910,541 | 95% | 1,775,555 | 957,000 | 1,943,000 | 2,900,000 | 4,675,555 | | McHugh | 757,748 | 85% | 1,401,833 | 891,000 | 1,809,000 | 2,700,000 | 4,101,833 | | Barrón | 750,140 | 85% | 1,387,760 | 825,000 | 1,675,000 | 2,500,000 | 3,887,760 |

  75. Compensation Programs

    2025 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. 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 2025. 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.

  76. Compensation Programs

    | NEO | Annual Incentive Target (as a % of base salary) | | Dominguez | 160% | | Eggers | 95% | | Hanson | 95% | | McHugh | 85% | | Barrón | 85% |

  77. Compensation Programs

    | Goal Setting | | | | | Annual Incentive Metrics | Metric Rationale and Goal Setting Considerations | | Financial Measures | Operating Net Income | • Operating Earnings serves as a vital indicator of the company’s financial health, emphasizing the importance of driving sustainable profitability. • The target is calibrated with our publicly announced guidance range and considers industry comparisons to establish the threshold, target, and maximum performance levels. • For 2025, the Operating Earnings per share guidance range was $8.90 to $9.60. The Operating Earnings target was set at the middle of the guidance range at a range of $2,894-$2,954 million. | | Operational Measures | Fleetwide Capacity Factor, Dispatch Match, Renewable Energy Capture, and Customer Satisfaction | • The operational metrics included in the annual incentive program reflect our commitment to efficiency, reliability, and customer satisfaction. • Capacity Factor is a crucial measure of our operational efficiency—this metric underscores our dedication to maximizing the value of our investments and ensuring the seamless delivery of energy to our customers. • Target setting for operational capacity metrics is fundamentally influenced by the schedule of planned outages, which are anticipated to affect overall planned performance. Despite these anticipated variances due to outages, the benchmark for excellence continues to be defined by the highest operational capacity achieved within the past five years. This approach ensures that performance targets remain ambitious, encouraging continual improvement even when planned outages are factored into operational planning. • Dispatch Match and Renewable Energy Capture measures the accuracy of our power generation output in response to grid demand and market signals. We are fostering a culture of agility and responsiveness, enabling us to adapt swiftly to changing market conditions while minimizing operational costs and mitigating risks. • Customer Satisfaction reflects the company’s focus on the reliability and quality of our energy supply, and our responsiveness to customer needs and concerns. • Operational target metrics for 2025 were set at challenging levels with “distinguished” performance set at “best-ever” levels that outperform the historical achievement of our company metrics for Fleetwide Capacity Factor and “best achieved” in the past 5 years for Dispatch Match and Renewable Energy Capture. • Similarly, “distinguished” levels for customer satisfaction (measured through Net Promoter score and CSAT, each equally weighed) must exceed highest rolling 12-month score within the last five years. • As part of its goal-setting process, the Compensation Committee reviews previous targets and performance to appropriately align the threshold, target, and maximum goals with expected performance. |

  78. Compensation Programs

    | NEO | AIP Target % | AIP Target | Formulaic Performance Factor | Actual Award | | Dominguez(1) | 158% | $2,351,520 | 112.69% | $2,649,928 | | Eggers | 95% | 718,593 | 112.69% | 809,783 | | Hanson | 95% | 860,287 | 112.69% | 969,457 | | McHugh | 85% | 640,565 | 112.69% | 721,853 | | Barrón | 85% | 633,088 | 112.69% | 713,426 |

  79. Compensation Programs

    | (1) Mr. Dominguez’s AIP target is prorated based on his previous AIP target of 150% effective from January 1, 2025 to February 28, 2025, and his current AIP target of 160% effective March 1, 2025 through the remainder of the year. |

  80. Compensation Programs

    | Compensation Discussion and Analysis | | | Long-Term Incentive Plan | |

  81. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP) Our long-term incentive structure aligns pay with performance and incentivizes our NEOs to focus on actions critical to building long-term value for our shareholders. The Compensation Committee grants PShares and RSUs to our NEOs annually at its February meeting. For 2025, 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 “2025 Target Total Direct Compensation for NEOs” under “Executive Compensation Practices” of this Compensation Discussion and Analysis. Each NEO’s 2025 LTIP value was allocated between grants of RSUs (33% of LTIP) and PShares (67% of LTIP), as described in the chart below.

  82. Long-Term Incentive Plan (LTIP)

    | | RSUs (33% of LTIP) | PShares (67% of LTIP) | | Dominguez | 12,408 | 25,191 | | Eggers | 3,282 | 6,662 | | Hanson | 2,974 | 6,038 | | McHugh | 2,769 | 5,621 | | Barrón | 2,564 | 5,205 |

  83. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) 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.

  84. Supplemental Equity Awards

    Supplemental Equity Awards Additional RSU grants may be made for purposes of recruiting, promoting, or retaining executives as may be approved by the Compensation Committee. The Compensation Committee recognizes the importance of maintaining a deep bench of industry-leading talent through the execution of the Company’s key strategic initiatives and fostering a positive work environment. Therefore, in recognition of their importance to our long-term success, the Compensation Committee, after a comprehensive and thorough deliberation, granted Ms. Barrón and Mr. McHugh supplemental equity awards in February 2025 with the goal of ensuring consistent executive leadership through an important period of execution for our company.

  85. Ms. Barrón

    | Compensation Discussion and Analysis | | | 2025-2027 Performance Share (PShare) Program | |

  86. Ms. Barrón

    2025-2027 Performance Share (PShare) Program PShares are earned over the three-year period ending December 31, 2027, based on our achievement against free cash flow before growth goals (weighted 67%) and relative TSR performance (weighted 33%), 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 attained stock ownership that is 200% or more of their stock ownership target, will have earned PShare awards settled in cash. PShare awards are settled 50% in cash and 50% in stock for NEOs that have not attained 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 2025-2027 PShare awards and the formula used to determine the earned PShare award are described below.

  87. Ms. Barrón

    | Compensation Discussion and Analysis | | | 2025-2027 Performance Share (PShare) Program | |

  88. Ms. Barrón

    | 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 and other like adjustments as agreed by the Compensation Committee. | • Aligned with our strategy to deliver strong free cash flows, optimized through industry-leading operations. • Care taken not to undercut long-term valued added growth. | | Relative TSR Total shareholder return factors in price appreciation and dividends. 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. |

  89. Ms. Barrón

    | Relative TSR Performance Percentile Ranking | Goal Achievement %* | | 75th or above | 200% | | 50th | 100% | | 25th | 50% | | Below 25th | 0% |

  90. Ms. Barrón

    | Compensation Discussion and Analysis | | | 2023–2025 Performance Share Program Payout Determination | |

  91. Ms. Barrón

    | Compensation Discussion and Analysis | | | 2025 Executive Compensation Peer Groups | |

  92. Ms. Barrón

    | • | 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, |

  93. Ms. Barrón

    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 2025, 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. 2025 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 IPP 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.

  94. Ms. Barrón

    | Constellation’s revenues are at the 54th percentile of the following blended peer group comprising 18 companies: | | | | | | Energy Services and IPPs | | | | 8 companies | • American Electric Power Company, Inc. (AEP) • Dominion Energy, Inc. (D) | • Duke Energy Corporation (DUK) • Nextera Energy, Inc. (NEE) • NRG Energy, Inc. (NRG) | • The AES Corporation (AES) • Vistra Corp. (VST) • The Southern Company (SO) | | | General Industry | | | | 10 companies | • Cheniere Energy, Inc. (LNG) • CSX Corporation (CSX) • International Paper (IP) • HF Sinclair Corporation (DINO) | • LyondellBasell Industries N.V.(LYB) • Nucor Corporation (NUE) • Occidental Petroleum Corporation (OXY) | • PPG Industries, Inc. (PPG) • The Sherwin-Williams Company (SHW) • WestRock Company (WRK) |

  95. Ms. Barrón

    In 2025, the Compensation Committee reviewed the peer group to better reflect Constellation’s post-Calpine acquisition size and complexity. The changes summarized below are intended to improve Constellation’s relative size and revenue positioning within the new peer group, while maintaining focus on complex, capital intensive, commodity price-sensitive U.S. companies. The change will be effective with respect to the peer group used to evaluate 2026 compensation decisions and assess program design practices.

  96. Ms. Barrón

    | • | net shares from vested Long-Term Performance Share Unit Awards (PShares), |

  97. Ms. Barrón

    | • | shares from Restricted Stock Unit Awards that are granted but not vested, and |

  98. Ms. Barrón

    | • | the AIP includes multiple incentive performance measures with a balance of financial and non-financial metrics; |

  99. Ms. Barrón

    | • | long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements; |

  100. Ms. Barrón

    | • | incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight; |

  101. Ms. Barrón

    | • | total compensation pay mix includes effective and market aligned balance of short and long-term incentive compensation elements; |

  102. Ms. Barrón

    | • | short and long-term incentive awards contain award caps or modifiers; |

  103. Ms. Barrón

    | • | reasonable change-in-control and severance benefits are within common market norms; |

  104. Ms. Barrón

    | 2025 Executive Compensation Tables | | | Grants of Plan-Based Awards | |

  105. Ms. Barrón

    | 2025 Executive Compensation Tables | | | Outstanding Equity Awards at Year End | |

  106. Ms. Barrón

    | Compensation Committee Report Executive Compensation Tables | | | Option Exercises and Stock Vested | |

  107. Ms. Barrón

    | Benefit Plans | | | Pension Benefits | |

  108. Ms. Barrón

    Benefit Plans 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 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 166, approximately 51% of which are executives (i.e., Vice President level or above)).

  109. Ms. Barrón

    | Constellation Energy Corporation 2026 Proxy Statement | 75 |

  110. Ms. Barrón

    | Benefit Plans | | | Constellation Supplemental Management Retirement Plan (SMRP) | |

  111. Ms. Barrón

    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 2025 is 4.58%. 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. 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 4.84% as of December 31, 2025, at the assumed retirement age; the account balances for CBPP participants are assumed to grow at the annual investment credit rate of 5.31% or 6.17% as of December 31, 2025, 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 5.66% as of December 31, 2024 and 5.38% as of December 31, 2025; and the applicable mortality tables.

  112. Ms. Barrón

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | | Dominguez | CBPP | 23.35 | $822,589 | | | SMRP | 23.35 | 2,589,920 | | Eggers | CBPP | 9.76 | 245,152 | | | SMRP | 9.76 | 703,582 | | Hanson | SAS | 37.30 | 2,809,385 | | | SMRP | 37.30 | 13,158,657 | | McHugh | CBPP | 22.79 | 701,269 | | | SMRP | 22.79 | 1,323,721 | | Barrón | CBPP | 15.47 | 469,012 | | | SMRP | 15.47 | 884,602 |

  113. Ms. Barrón

    | (a) Mr. Hanson’s non-qualified Supplemental Management Retirement Plan (SMRP) present value is $13,158,657. 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, 2025 is $14,498,543. Note that, in any event, payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance. |

  114. Ms. Barrón

    | Constellation Energy Corporation 2026 Proxy Statement | 76 |

  115. Ms. Barrón

    | Benefit Plans | | | Deferred Compensation | |

  116. Ms. Barrón

    Deferred Compensation Constellation Deferred Compensation Plan The Constellation Deferred Compensation Plan is a non-qualified plan that permits NEOs to defer certain cash compensation to facilitate tax and retirement planning. The Constellation Deferred Compensation Plan also permits Constellation to credit related matching contributions that would have been contributed to the Constellation Employee Savings Plan (Constellation’s tax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code. Constellation Employee Savings Plan The Constellation Employee Savings Plan is tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Constellation maintains the Constellation Employee Savings Plan to attract and retain qualified employees, including the NEOs, and encourage retirement savings, which under the plan may be supplemented by company matching and profit-sharing contributions. The excess matching feature of the Constellation Deferred Compensation Plan is maintained to enable highly compensated employees to save for retirement to the extent they otherwise would have, were it not for the limits established by the IRS. Once participants in the Constellation Employee Savings Plan reach their statutory contribution limit during the year, their elected payroll contributions and company matching contribution will be credited to their accounts in the Constellation Deferred Compensation Plan to the extent provided in an election filed in the prior year. The investment options under the Constellation Deferred Compensation Plan consist of a basket of investment fund benchmarks substantially the same as those funds available through the Constellation Employee Savings Plan. Deferred amounts represent unfunded, unsecured obligations of Constellation.

  117. Ms. Barrón

    | Name | Executive Contributions in 2025(a) | Constellation Contributions in 2025(b) | Aggregate Earnings in 2025(c) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12/31/25(d) | | Dominguez | $296,875 | $62,107 | $145,731 | — | $1,083,073 | | Eggers | 20,599 | 22,576 | 226,090 | — | 733,123 | | Hanson | 48,562 | 33,265 | 75,500 | — | 677,553 | | McHugh | 20,522 | 22,492 | 132,938 | — | 601,596 | | Barrón | 81,265 | 22,267 | 102,137 | — | 777,642 |

  118. Ms. Barrón

    | (a) The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table. |

  119. Ms. Barrón

    | (b) The full amount shown under the “Constellation contributions in 2025” column is included in the “Constellation contributions to savings plans” column for each NEO shown above in the All Other Compensation Table. |

  120. Ms. Barrón

    | (c) The amount shown under aggregate earnings reflects the NEOs’ gain or loss based upon the individual allocation of their notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEOs and have not been included in any of the compensation tables shown above. |

  121. Ms. Barrón

    | (d) For all NEOs, the aggregate balance shown includes those amounts, both executive contributions and Constellation contributions, that have been disclosed either as base salary as described in footnote (a) or as Constellation contributions under all other compensation as described in footnote (b) for the current fiscal year ending December 31, 2025. |

  122. Ms. Barrón

    | Constellation Energy Corporation 2026 Proxy Statement | 77 |

  123. Ms. Barrón

    | Potential Payments Upon Termination or Change in Control | | | Severance Benefits | |

  124. Ms. Barrón

    | Potential Payments Upon Termination or Change in Control | | | Severance Benefits | |

  125. Ms. Barrón

    | Potential Payments Upon Termination or Change in Control | | | Severance Benefits | |

  126. Ms. Barrón

    | Potential Payments Upon Termination or Change in Control | | | Severance Benefits | |

  127. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  128. Ms. Barrón

    | 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’s total compensation for each year to determine the compensation actually paid: |

  129. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  130. Ms. Barrón

    | (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. |

  131. Ms. Barrón

    | 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: |

  132. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  133. Ms. Barrón

    | 9. | The Company identified a mathematical error in the calculation of the Compensation Actually Paid to the Principal Executive Officer and the other Named Executive Officers for fiscal year 2024. The Pay versus Performance table has been updated to reflect corrected amounts. This correction does not impact the amounts reported in the Summary Compensation Table, the Company’s financial statements, or the compensation actually realized by the named executive officers. The Company’s selected measure, Adjusted Operating Earnings, and related incentive outcomes were not impacted. In addition, the correction does not change the relationship between executive compensation and Company performance or the trajectory of the Company’s pay-for-performance alignment. Management has enhanced its internal review procedures related to the calculation of Compensation Actually Paid to prevent similar errors in future periods. |

  134. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  135. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  136. Ms. Barrón

    | Pay Versus Performance | | | Pay Versus Performance | |

  137. Ms. Barrón

    | CEO Pay Ratio | | | CEO Pay Ratio | |