Not independent
Tenure on this board
3.4 yrs
Also a director at
Emerson Electric Co (EMR)
9 nominees · 3 ballot items.
Elect nine directors; ratify PricewaterhouseCoopers LLP as independent auditor for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect nine director nominees named in the proxy statement to serve until the 2027 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent external auditor for 2026.
Non-binding advisory vote to approve the compensation of Exelon’s named executive officers as disclosed in the proxy statement (CD&A, 2025 Summary Compensation Table, and related disclosures).
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program for the named executive officers. Management is seeking shareholder affirmation to validate its pay‑for‑performance design, which combines a merit-based salary, an annual cash Annual Incentive Plan (AIP) tied 60% to adjusted operating EPS and 40% to operational metrics (SAIDI, SAIFI, and customer satisfaction), and a Long‑Term Incentive Plan (LTIP) split 67% performance shares and 33% RSUs with metrics including operating ROE, adjusted operating EPS, Exelon CFO/Debt, and relative TSR. The Board frames the program as aligning management incentives with long‑term shareholder value, retention, and operational priorities; it highlights recent governance adjustments (for example, the LTIP metric design changes for 2025–2027 and removal of the AIP Responsible Business Modifier) and active shareholder engagement. The proxy includes outcomes demonstrating plan operation—2025 AIP funded at a 133.62% performance factor and a 2023–2025 LTIP payout of 87.35% after application of the TSR modifier—illustrating both upside and downside sensitivity to performance. The Company emphasizes oversight by the independent Talent Management and Compensation Committee, use of an independent consultant (Willis Towers Watson), stock ownership requirements, clawback/recoupment policies, and other governance controls to mitigate excessive risk and align pay with performance. The Board also notes high historical shareholder support for say‑on‑pay (89.8% in 2025 and a five‑year average of 92.9%), and commits to consider results from investor engagement when evaluating compensation. From an analyst perspective, key considerations include whether the metric design and goal‑setting rigor appropriately balance operational priorities and capital intensity of the utility business, how the removal of the RBM affects ESG-related incentives, the adequacy of downside mechanics (e.g., negative TSR modifiers and committee discretion), and the extent to which disclosure of target levels and peer selection for TSR provide sufficient transparency. Overall, the proposal presents a company‑led compensation framework that the Board argues is well‑governed and closely tied to measurable financial and operational outcomes, seeking shareholder endorsement to support continuity of its pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.6% | 67,571,965 | $3.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 66,015,688 | $3.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 54,665,434 | $2.7B |
| 4 | BlackRock, Inc. | 4.4% | 44,869,403 | $2.2B |
| 5 | Capital World Investors | 3.9% | 40,074,592 | $2.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 28,443,043 | $1.4B |
| 7 | LAZARD ASSET MANAGEMENT LLC | 2.4% | 24,620,304 | $1.2B |
| 8 | BlackRock, Inc. | 2.2% | 22,474,299 | $1.1B |
| 9 | GQG Partners LLC | 2.2% | 22,278,201 | $1.1B |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.9% | 19,166,999 | $940M |
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