Independent
Tenure on this board
0.2 yrs
Also a director at
Bok Financial Corp (BOKF)
12 nominees · 4 ballot items.
Elect twelve directors; advisory vote to approve named executive officer compensation (Say-on-Pay); ratify PwC as independent registered public accounting firm for 2026; consider a shareholder proposal regarding DEI ROI oversight; and transact any other business.
Elect twelve directors nominated by the Board to serve one-year terms until the 2027 Annual Meeting.
Advisory (non-binding) vote to approve the 2025 compensation of named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its compensation philosophy, which heavily weights variable, performance-based pay (approx. 76% for CEO in equity awards) tying pay to free cash flow before growth, relative TSR, operating earnings, and operational metrics. The Board recommends a FOR vote, arguing the program aligns executives’ interests with shareholders, is benchmarked to peers and advised by an independent consultant, includes clawback provisions, stock ownership requirements, caps and negative modifiers tied to credit ratings, and highlights pay-for-performance outcomes (e.g., strong TSR). The context includes significant recent transactions (Calpine acquisition) and performance that materially affect compensation outcomes and retention needs. The advisory nature means the vote will not be binding but will inform future compensation decisions; management underscores shareholder engagement and intends to consider results when setting future compensation. Potential controversies include large equity awards, retention grants tied to merger integration, and supplemental awards to certain executives; management’s response emphasizes competitive market practices, retention needs, and governance safeguards to mitigate risk.
Ratify the Audit & Risk Committee’s selection of PwC as Constellation’s independent registered public accounting firm for 2026.
Request the Board prepare a report assessing whether the company's DEI initiatives are authorized and maintained based on net-present-value and ROI calculations, including opportunity costs and litigation/reputational risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ECP ControlCo, LLC | 6.10% | 22,043,724 | $6.2B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.58% | 20,138,742 | $5.6B |
| 3 | STATE STREET CORP | 5.20% | 18,796,388 | $5.2B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.16% | 15,013,945 | $4.2B |
| 5 | Capital International Investors | 3.21% | 11,608,787 | $3.2B |
| 6 | BlackRock, Inc. | 2.59% | 9,340,712 | $2.6B |
| 7 | CANADA PENSION PLAN INVESTMENT BOARD | 2.12% | 7,672,648 | $2.1B |
| 8 | FMR LLC | 2.08% | 7,521,828 | $2.1B |
| 9 | JENNISON ASSOCIATES LLC | 1.79% | 6,480,667 | $1.8B |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.74% | 6,290,143 | $1.7B |
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