Notice of Annual Meeting and Proxy Statement 2026
Table of Contents
Proposal 3 Say-on-Pay: Advisory Vote on Executive Compensation
Compensation Discussion & Analysis (CD&A) | 40 |
Compensation Philosophy and Objectives | 41 |
2025 NEO Compensation | 43 |
Talent Management and Compensation Committee Report | 53 |
Executive Compensation Tables | 54 |
CEO Pay Ratio | 63 |
Pay For Performance | 64 |
Ownership of Exelon Stock | 69 |
Beneficial Stock Ownership of Directors and Executive Officers | 69 |
Other Significant Beneficial Owners of Exelon Stock | 70 |
Additional Information | 71 |
Frequently Asked Questions | 74 |
Legal Matters | 76 |
Appendix A | 77 |
Definitions of Non-GAAP Measures | 77 |
Appendix B | 78 |
Key Terms and Acronyms | 78 |
Vote Recommendations FOR | AGAINST |
Notice of the Annual Meeting of Shareholders and
2026 Proxy Statement 1
Letter to Our Shareholders 2
About Exelon 4
Proxy Summary and Roadmap 6
Proposal 1 Election of Directors
Board and Corporate Governance Matters 11
Director Qualifications and Nomination 11
Director Nominees 15
Corporate Governance 21
Board Oversight of Risk 22
Board Composition and Leadership 27
Director Onboarding and Continuing Education 27
Board and Committee Engagement 28
Director Compensation 32
Proposal 2 Ratification of PwC as Exelon's Independent Auditor for 2026
Audit Matters 35
Executive Compensation 39
Notice of the Annual Meeting of Shareholders and 2026 Proxy Statement
March 18, 2026
To the Shareholders of Exelon Corporation:
Details for our 2026 Annual Meeting of Shareholders are below:
Date and Time Place Record Date
Monday, March 2, 2026
The Annual Meeting will be held online: https://www.virtualshareholdermeeting.com/ EXC2026
Tuesday, April 28, 2026
9:00 a.m. ET
Shareholders may begin logging in to the meeting at 8:45 a.m. ET and will need the 16-digit control number found on your proxy card or voting instruction form to attend the virtual meeting.
Items of Business
Election of nine Directors
Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for 2026
Advisory vote on executive compensation
Board Recommendation:
FOR ALL FOR FORShareholders will conduct any other business properly presented before the meeting. The Board of Directors knows of no other matters to be presented for action at the Annual Meeting. If any matter is presented from the floor of the Annual Meeting, the individuals serving as proxies will vote on such matters in their discretion.
Virtual Meeting
Our Annual Meeting is taking place in a virtual-only format, which allows us to connect with more shareholders and provides our shareholders with the opportunities to vote and ask questions that they would have had at an in-person meeting. Shareholders may submit questions in advance of or during the meeting. For more information, please see the FAQ. If you cannot attend the meeting, a replay of our 2026 Annual Meeting webcast will be available at the Investor Relations section of our website following the date of the meeting. A summary of responses to appropriate questions submitted by shareholders before and during the Annual Meeting will also be available.
Advance Voting
ONLINE: BY PHONE:
BY MAIL:
Vote online at www.proxyvote.com 24 hours a day Call toll-free 1-800-690-6903
If you have received a printed version of these proxy materials, mark, date, sign, and mail your proxy card in the postage-paid envelope provided.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2026: The Notice of 2026 Annual Meeting, Proxy Statement, and 2025 Annual Report on Form 10-K are available at
https://www.proxyvote.com.
On or about March 18, 2026, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.
Letter to Our ShareholdersDear Fellow Shareholders,
In 2025, your company celebrated 25 years proudly delivering safe, reliable, and affordable energy to over 10 million customers across the Midwest and Mid-Atlantic. During this year of celebration, we advanced on our path of operational excellence and community impact, reinforcing what defines Exelon: a deep and enduring commitment to the communities we are privileged
to serve and strengthen through our presence.
Delivering Significant Value for Our Shareholders and Strong Performance for Our Customers
In 2025, Exelon delivered disciplined financial results, meeting or exceeding our commitments while maintaining a relentless focus on safety, reliability, and affordability.
Since 2021, we've achieved 7.4% annual adjusted operating EPS growth and 7.9% rate base growth, reflecting our consistent execution even as the industry undergoes rapid change. With a $41.3 billion four-year capital plan and 7.9% expected rate base growth, we are well-positioned to deliver annualized earnings growth near the top end of 5% to 7% through 2029.
Our operating companies rank among the top performers nationally for electric reliability as benchmarked against our peers - first, second, fourth, and seventh - reflecting years of sustained investment in grid resilience and modernization. This performance underscores the strength of our strategy and our commitment to prudent capital allocation, strong governance, and long-term value creation.
Reliable service is foundational to everything we do. Investments in grid infrastructure and operational readiness supported strong reliability performance, even as system demands intensified, while safety remained nonnegotiable across our operations.
As demand growth accelerated, we ensured that large-scale developments such as data centers were guided by innovative protections for customers, with costs borne by those driving load growth, not our residential and small business customers. This discipline guided our advancement of a major PJM-approved regional transmission project with NextEra Transmission and the implementation of a first-of-its kind, FERC-approved Transmission Security Agreement that keeps cost responsibility fairly
with developers.
Exelon's commitment to protecting customers also reflects how we run the business. In a year when many customers faced higher energy supply costs, we remained focused on controlling expenses and managing costs responsibly to help limit long-term cost pressures. These efforts were complemented by targeted relief and community support through the launch of the Customer Relief Fund, an industry-leading initiative that provided $60 million to nonprofit partners and delivered bill assistance to more than 100,000 low- and middle-income customers to date.
A Culture of Innovation
Innovation is critical to enabling continued improvements in reliability, efficiency, and our customer experience. We advanced our AI strategy, applying machine learning and generative AI to improve our operational efficiency and customer interactions.
We launched several customer-focused projects, including the nation's first residential vehicle-to-home distributed power pilot program, which allows EV owners to power their home from their vehicle's battery, and POSEIDON, an AI-driven platform for delivering real-time restoration updates during major storms. The latter received an Association of Edison Illuminating Companies award for improving outage communications. In addition, we have advanced clean energy projects such as solar-powered Smart Grid base stations and expanded access to rooftop and community solar to give customers more clean energy options.
Building for the Future
As we continue implementing our long-term strategic plan, we are deliberately evolving our leadership bench to support growth, innovation, and risk management. Our Board and management team are focused on talent development, organizational alignment, and succession planning to ensure the company is prepared not just for today's challenges, but for decades to come. We are equally proud of our frontline team members, whose dedication, expertise, and commitment make our performance possible
every day.
Industry, National, and Global Recognition
Our performance and culture - key to delivering value to you, our shareholders, and our customers - drew significant recognition in 2025. Exelon ranked third among electric and gas utilities on Fortune magazine's "World's Most Admired Companies" list, also
earning spots on Fortune's list of "America's Most Innovative Companies" and TIME magazine's list of "World's Best Companies." Exelon and its operating companies were also recognized by the Edison Electric Institute for exceptional emergency response and storm restoration efforts, reflecting the dedication and expertise of our frontline teams and our commitment to reliable service when customers need it most.
Our Commitment to You
Our business strategy reflects our responsibility to you, as shareholders: stewarding your company with foresight, continuity, and strong governance. Our future is one of opportunity and responsibility. In 2026, we remain focused on affordability, reliability, and safety. We will continue making prudent investments and managing risk thoughtfully to support long-term growth and create value for you, our shareholders, and the customers and communities we serve.
It is an honor to serve you, alongside a distinguished and dedicated Board of Directors. Thank you for your continued confidence in Exelon.
Sincerely,
W. Paul Bowers
Chairman
Calvin G. Butler, Jr.
President and Chief Executive Officer
About ExelonExelon Corporation (Exelon or the Company) is a transmission and distribution (T&D) company that delivers electricity and natural gas service to our customers and communities. As the nation's largest energy delivery company, Exelon serves nearly 11 million customers through six fully regulated T&D energy companies - Atlantic City Electric Company (ACE), Baltimore Gas and Electric Company (BGE), Commonwealth Edison Company (ComEd), Delmarva Power & Light Company (DPL), PECO Energy Company (PECO), and Potomac Electric Power Company (Pepco).
OUR PURPOSE
Powering a cleaner and brighter future for our customers and communities.
OUR VISION
We believe that reliable, clean, and affordable energy is essential to a brighter, more sustainable future. That is why we're committed to providing innovation, best-in-class performance, and thought leadership to help drive progress for our customers and communities.
OUR VALUES
We Are Dedicated to Safety. We are committed to maintaining the highest standards of safety and reliability for our people, our customers, and the communities in which we work. As a fundamental part of our culture and operations, every member of the Exelon team is dedicated to putting safety first.
We Actively Pursue Excellence. We are driven to excel. Recognizing the value of constant improvement, we reach beyond compliance to advance our processes and develop more efficient energy. In all we do, we passionately exceed the standards of our industry - and those we set for ourselves - creating value for our shareholders, customers, and communities.
We Innovate to Better Serve Our Customers. We see every challenge as an opportunity to exercise our ingenuity and our competitive spirit. We encourage curiosity and exploration to develop better ways of delivering clean energy. We innovate with focus and intent, creating the solutions that matter most for our customers.
We Act With Integrity and Are Accountable to Our Communities and the Environment. We are committed to doing what's right. A deep connection to the communities we serve compels us to take responsibility for our work, and we actively look for ways to engage and give back. We value the environment and work to reduce our impact with future generations in mind.
We Succeed as an Inclusive and Impactful Team. We foster an inclusive culture of trust, collaboration, and performance. We welcome and respect people with different perspectives, backgrounds, and traits because we know that diverse teams drive powerful outcomes.
Exelon's Strategy
Exelon's strategy is to improve reliability and operations, enhance the customer experience at competitive rates, and advance clean and affordable energy choices, while ensuring ratemaking mechanisms provide the utilities fair financial returns. Exelon seeks to leverage its size, scale, and expertise across its platform through enhanced standardization and sharing of resources and best practices to achieve strong operational and financial results. Exelon is focused on maintaining industry-leading operational excellence, driving affordability through disciplined cost management, prudent investment, and active stakeholder engagement, meeting or exceeding our financial commitments, ensuring timely recovery on investments to enable customer benefits, supporting clean energy policies, and continuing our commitment to corporate responsibility.
Exelon's T&D energy companies are positioned to deliver smart, clean, reliable, affordable, and resilient energy to our customers while continuing to foster economic opportunity and equity in the communities we serve. At Exelon, we are committed to innovation, best-in-class performance, and thought leadership to help drive progress for our customers and communities.
For more information about our sustainable business practices, please visit https://www.exeloncorp.com/sustainability.
Select Highlights
Operations Customers and Communities
Exelon utilities ranked 1st, 2nd, 4th, and 7th among the nation's most reliable utilities as benchmarked against our peers, with customers experiencing two million fewer annual interruptions than in 2021
Ranked 3rd among electric and gas utilities on Fortune magazine's "World's Most Admired Companies" list, and recognized by Fortune as one of "America's Most Innovative Companies" and by TIME as one of the "World's Best Companies"
Executed a $60 million Customer Relief Fund supporting customers across all of our jurisdictions
Evolved large-load committed project process and executed industry-first Transmission Security Agreement (TSA), which helps protect customers and ensure high-demand customers pay their fair share of costs by requiring firm commitments and financial guarantees from large-load customers
Financial Sustainability
Invested $9.3 billion of capital in 2025, which was within 2% of our plan for the third consecutive year
Earned consolidated operating ROE* of 9.7%, executing within the committed 9-10% operating ROE* range for the fourth consecutive year
Delivered GAAP earnings of $2.73 per share and adjusted (non-GAAP) operating earnings* of $2.77 per share, achieving results above the midpoint of the guidance range, which continued Exelon's track record of exceeding the midpoint of guidance in each year as a stand-alone utility
Distributed common dividend of $1.60 per share
Achieved our 2025 goal to electrify 30% of our fleet vehicles
Reduced emissions consistent with our Path to Clean goal to cut operations-driven GHG emissions 50% by 2030
Continued to plan for longer-term resilience by developing operations insights about mid-century climatic conditions in all our service territories
Exelon At-A-Glance1
4 major metro areas served
Chicago, Philadelphia, Baltimore, and Washington, D.C.
25,600
Square miles of combined service territory across our jurisdictions
10.9 million
6 T&D-only energy companies
Operating within seven regulatory jurisdictions
Electric and gas customers
$24.3 billion
Operating revenues recorded at our utilities in 2025
20,600
Employees across our operating companies
$68.1 billion
$41.3 billion
Projected capital investment over 2026 through 2029
Rate base estimate for 2026
(1) Figures are as of December 31, 2025 and may be rounded.
The Exelon family of companies includes:
Atlantic City Electric (ACE) Electricity in southern New Jersey
Baltimore Gas and Electric (BGE) Electricity and natural gas in central Maryland, including Baltimore
Commonwealth Edison (ComEd) Electricity in northern Illinois, including Chicago
Delmarva Power & Light (DPL) Electricity and natural gas in Delaware and electricity in Maryland
PECO Energy Company (PECO) Electricity and natural gas in southeastern Pennsylvania, including Philadelphia
Potomac Electric Power Company (Pepco) Electricity in Washington, D.C. and Maryland
Proxy Summary and RoadmapThis summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement before you vote. You should also review Exelon's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Meeting Logistics
Details for attending the Annual Meeting are below. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting online. You are entitled to vote before or at the meeting if you were a holder of record of shares of Exelon common stock as of the close of business on March 2, 2026, the record date.
Date and Time Place Record Date
Monday, March 2, 2026
The Annual Meeting will be held online: https://www.virtualshareholdermeeting.com/ EXC2026
Tuesday, April 28, 2026
9:00 a.m. ET
Voting instructions are below. Refer to the Additional Information section beginning on page 71 and the Frequently Asked Questions section beginning on page 74 for more information on how to vote your shares and other important Annual Meeting information.
ONLINE: Vote online at www.proxyvote.com 24 hours a day. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card.
BY PHONE: Call toll-free 1-800-690-6903
BY MAIL: If you have received a printed version of these proxy materials, mark, date, sign, and mail your proxy card in the postage-paid envelope provided.
DURING
THE MEETING:
You can vote electronically at the Annual Meeting.
Corporate Governance Highlights
Below is a summary of our corporate governance practices. More information about our corporate governance practices is available on the Governance Overview section of Exelon's website at https://www.exeloncorp.com.
Independence
All Director nominees are independent, except for our CEO
The Board is led by an independent Chairman
All Board Committees are composed wholly of independent Directors
Independent Directors meet regularly in executive session without management present
Accountability Engagement
All Directors are elected annually
Directors are elected by majority vote in uncontested elections
Annual performance evaluations of Board members and each Committee are overseen by the Chairman and the CGC
Eligible shareholders may nominate Directors through Exelon's "proxy access" bylaws
Shareholders can call special meetings
Transparent disclosures of political contributions are regularly published
Lobbying activities and interactions with public officials
are subject to robust diligence and oversight
Directors who are not public company CEOs are limited to three additional public company boards in addition to Exelon (four total)
Directors who are public company CEOs are limited to one additional public company board in addition to Exelon (two total)
Active, year-round shareholder engagement program with independent Director participation, as appropriate
Directors are encouraged to attend continuing education programs provided by the Company or third-party providers
Exelon Directors are invited to attend utility Board meetings to gain greater insight into operations and performance at the utility level
Executive Compensation Highlights
WHAT WE DO: WHAT WE DO NOT DO:
Pay for performanceSignificant stock ownership requirements for Directors and executive officers
Cap incentive awards and conduct an annual risk assessment of the compensation programs
Double-trigger for change-in-control benefits
Independent compensation consultant advises the TMCC
Limited perquisites
Clawback policy for incentive compensation awards
Compensation practices aligned with our philosophy for consistent outcomes
Engage in year-round shareholder outreach
Prohibit hedging or pledging of Company stock
Annually assess our programs against peer companies and best practices
Set appropriate levels of "stretch" in incentive targets
No guaranteed minimum payout of AIP or LTIP programs
No employment agreements
No excise tax gross-ups for change-in-control agreements
The value of LTIP awards is not included in pension or cash severance calculations
No more than two years of additional credited service under supplemental pension plans
No option repricing or buyouts1
(1) The Company has not issued options since 2012, and there are no options outstanding.
Proposal Highlights
1 Elect nine Director nominees named in this proxy statement.
The Board recommends a vote "FOR" each Director nominee.Your vote is requested to elect the nine nominees for the Board of Directors, all of whom currently serve as Directors. Every member of our Board is elected annually. Each nominee is a proven leader who has demonstrated a commitment to upholding Exelon's core values, and together, this talented slate of nominees will provide exceptional oversight and leadership in the year ahead.
Directors' Tenure (Average) 4 years | Directors' Age (Average) 63 years | Independence 88% Independent |
The statistics set forth in the above table are measured as of the date of the Annual Meeting, April 28, 2026.
Our Director Nominees
Committee Assignments2
Name, Principal Occupation | Tenure (yrs)1 | Age1 | Indep. | ARC | CGC | TMCC | OSCC |
Calvin G. Butler, Jr. President & CEO, Exelon Corporation | 3.3 | 56 | |||||
W. Paul Bowers Chairman of the Exelon Board and Former Chairman and CEO of Georgia Power Company | 4.8 | 69 | ● | ● | |||
Marjorie Rodgers Cheshire Principal, A&R Development Corp. | 5.8 | 57 | ● | ● | Chair | ● | |
David DeWalt Founder and CEO, NightDragon | 1.1 | 61 | ● | ● | ● | ||
Linda Jojo Former Executive Vice President, Chief Customer Officer, United Airlines Holdings, Inc. | 10.6 | 60 | ● | ● | Chair | ● | |
Charisse Lillie Principal, CRL Consulting, LLC | 3.0 | 74 | ● | ● | ● | ||
Anna Richo Former Senior Vice President, General Counsel, and Chief Compliance Officer, Cargill, Inc. | 2.7 | 65 | ● | ● | ● | ||
Matthew Rogers Operating Partner, Ajax Strategies, LLC | 3.0 | 63 | ● | ● | Chair | ||
Bryan Segedi Former Deputy Global Vice Chair of Assurance, Ernst & Young | 2.3 | 66 | ● | Chair |
Our Director nominees represent a broad mix of skills, experiences, and perspectives, which we believe enables them to provide valuable strategic advice to Exelon's management and to effectively oversee the business and long-term interests of shareholders. In the past four years, the Board has added five new independent Directors, bringing fresh insights and perspectives, additional industry experience, and further demographic diversity to the Board. Most recently, with the addition of Mr. DeWalt, the Board has deepened its expertise in cybersecurity, physical security, technology, and privacy. Our Director nominees feature particularly deep utility and energy industry expertise, evidenced by Messrs. Butler's and Bowers's combined 50+ years of leadership experience in the utilities industry, Mr. Rogers's 25-year career as a consultant for electric and gas utilities and energy companies, and Ms. Lillie's 14 years of service on the board of PECO (an Exelon utility). Together with Mses. Richo's and Jojo's extensive leadership experience in other regulated industries, Ms. Rodgers Cheshire's organizational leadership and brand management know-how, and Mr. Segedi's public accounting expertise, the Board believes these Director nominees present a balanced, capable Board with the appropriate skills and experiences to lead Exelon.
For more information about Exelon's Director nominees and governance practices, see the disclosures beginning on page 11.
(1) Measured as of the date of the Annual Meeting, April 28, 2026.
(2) Audit and Risk Committee (ARC); Corporate Governance Committee (CGC); Talent Management and Compensation Committee (TMCC); and Operations, Safety, and Customer Experience Committee (OSCC). Each Director's committee assignments are as of April 28, 2026, and assume the re-election of such Director.
2 Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon's independent auditor for 2026.
The Board recommends a vote "FOR" the ratification of PwC as Exelon's independent auditor for 2026.PwC has served as the Company's independent auditor since the Company's formation in 2000. PwC has become deeply familiar with the Company's operations and businesses, accounting policies and practices, and internal controls over financial reporting. The ARC believes this experience and expertise is valuable to the Company and its shareholders. For more information, see the disclosures beginning on page 35.
3
Approve, on an advisory basis, the compensation paid to the Company's named executive officers (NEOs), as disclosed in this proxy statement.
The Board recommends a vote "FOR" the approval of the compensation paid to the Company's NEOs.The Compensation Disclosure and Analysis portion of this proxy statement discusses Exelon's 2025 compensation for our NEOs:
Calvin G. Butler, Jr.
Jeanne Jones
Michael Innocenzo
Colette Honorable
David Glockner
President and Chief Executive Officer
Executive Vice President, Chief Finance Officer, Audit and Risk Executive Vice President and Chief Operating Officer
Executive Vice President, Chief Legal Officer, Compliance and Corporate Secretary Former Executive Vice President, Compliance, Audit and Risk
Our compensation program is largely performance-based and is driven by rigorous goals. We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. The short- and long-term performance-based compensation program ties executive pay to Company performance, rewards achievement of financial and operational goals, is aligned with shareholder interests, and remains competitive with our industry peers. For more information, see the disclosures beginning
on page 39.
AIP LTIP
Form: Cash
Designed to motivate executives to achieve key financial objectives and operational goals that reflect our commitment to remaining a leading energy provider.
Form: 67% PSUs / 33% RSUs
Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship and rewards the relative achievement of financial goals.
60% - Adjusted (non-GAAP) Operating EPS* 25% - Operating ROE*
15% - Outage Duration (SAIDI) 25% - Adjusted (non-GAAP) Operating EPS*
15% - Outage Frequency (SAIFI) 25% - Exelon CFO/Debt*
10% - Customer Satisfaction Index 25% - Relative TSR performance
Final 2025 Performance: 133.62% Final 2023 - 2025 Performance1: 87.35%
(1) Performance metrics for the 2023 - 2025 Performance Share Award were Operating ROE* (33.3%), Exelon Net Income*, defined as adjusted (non-GAAP) operating earnings* (33.3%), and Exelon CFO/Debt* (33.4%), subject to a 3-year TSR Modifier. For additional information about this award, refer to the Compensation Discussion and Analysis (CD&A).
Board and Corporate Governance Matters1
PROPOSAL
Election of Directors
There are nine nominees for election at the 2026 Annual Meeting. The Board has determined that the nine nominees reflect an appropriate composition and size of the Board for Exelon, considering the Company's size, geographic scope, and the need to access a wide range of views and backgrounds to reflect the diversity and complexity of our business and the markets and communities we serve.
The Board recommends a vote "FOR" each Director nominee.
Director Qualifications and NominationEffective oversight of Exelon's strategic direction requires our Board to be composed of individuals who possess the appropriate skills and characteristics important to our Company. The Board believes that its members should possess a variety of expertise, professional experience, and backgrounds in order to effectively oversee our business. The CGC identifies and recommends Director nominees for election to the Board and periodically retains a board search firm to assist with the identification of potential candidates.
The Board values the diversity of thought that arises from Directors possessing a variety of backgrounds and experiences.
The Board also deeply values the enhanced and thoughtful deliberations resulting from a balance of shorter-, medium-, and longer-tenured Directors, who provide a mix of fresh perspectives and new ideas with deep experience in the utility sector and regulated industries more broadly.
The CGC and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole, taking into account the short- and long-term strategies of the Company to determine the current and future skills and experiences required of the Board. All candidates should demonstrate the following attributes to qualify for Board service:
Highest personal and professional ethics, integrity, and valuesBroad training and experience at the policy-making level in business, government, education, or technology
Willingness to remain current with industry and other developments relevant to Exelon's strategic direction
A commitment to representing the long-term interests of shareholders, customers, employees, and communities served by the Company and its subsidiaries
An inquiring and independent mind, practical wisdom, and mature judgment
Expertise that is useful to the enterprise and complementary to the background and experience of other Directors
Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership and a commitment to serve over a period of years to develop knowledge about Exelon's principal operations
Involvement only in activities or interests that do not conflict with responsibilities to Exelon and its shareholders
Director Skills, Attributes, and Independence
This list of skills and the following matrix are a valuable tool for the Board as they plan for upcoming retirements and consider which skills and experiences need to be replaced or added to the Board. When a specific expertise is needed that is not present among the Directors, the Board will often bring in outside advisors to assist with filling in any gaps.
Core Competencies
Executive Leadership
CEO or other executive management leadership experience with demonstrated strong business acumen and experience leading and problem-solving in complex organizations.
Corporate Governance
Experience maintaining or supporting board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations.
Strategic Planning
Experience in developing business plans and strategic initiatives for long-term value; experience managing businesses and operations that have been impacted by transformational change.
Strategic Skills
Accounting, Finance, and Capital Markets
Experience in accounting, finance, and capital management, including oversight of financial statements, internal controls, and operating results; experience assessing the financial merits of strategic opportunities; experience in
investor relations.
Customer and Community Experience in a customer-facing industry with an understanding of customer and
community expectations, including transforming the customer experience.
Cybersecurity and Physical Security
Understanding of data security systems and/or cyber threats, as well as the associated risk-mitigation strategies; experience monitoring and overseeing physical security measures necessary for safe transmission and distribution (T&D) operations.
Energy Industry, Engineering, and Infrastructure Development
Experience in the energy or utility industries or other expertise in energy markets, technology, renewable and clean energy, and electric and gas transmission and distribution; understanding of the public policy issues and risks associated with the reliability, resiliency, and safety of the electric and gas transmission and distribution systems; engineering experience and/or experience in the development and management or oversight of capital projects involving physical systems, real estate acquisitions, and construction activities.
Environment & Sustainability
Experience in overseeing or advising on environmental, climate, or sustainability practices; understanding of environmental policy, regulation, risk, and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks.
Regulatory and Policy
Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing one or more members of management engaged in policy or regulatory affairs.
Risk Management
Experience identifying, assessing, addressing, and controlling financial or business risks, including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts.
Talent Management
Experience in planning and building a talented workforce that meets the needs essential to the Company's operations; understanding the drivers of individual growth and development; familiarity with developing effective compensation and benefits programs.
Technology & Innovation
Management or oversight experience with technologies key to the energy markets, including digital business systems, customer platforms, or grid operations; experience implementing efficiency improvements or other business transformations through technology, or driving the adoption of new technologies.
Other Attributes
Exelon Community - Experience living or working in one of the jurisdictions served by an Exelon utility and knowledge of the local community and the regional business and political environment.
Director Independence
The Board has determined that all non-employee Directors who have served on the Board since the 2025 Annual Meeting and all nominees for election, except for Mr. Butler as Exelon's CEO, are independent according to applicable law and the listing standards of The Nasdaq Stock Market LLC (Nasdaq), as incorporated into the Independence Standards for Directors in Exelon's Corporate Governance Principles.
The Board also determined that the members of the ARC and TMCC are independent within the meaning of applicable laws, Nasdaq governance requirements, and the Independence Standards for Directors.
Skills Matrix
The CGC has approved the following presentation which includes three core skills plus three additional strategic skills for each independent Director. While each independent Director possesses numerous other skills and competencies not identified below, we believe that this presentation better represents the key contributions and value that each Director brings to their service on the Board and to Exelon shareholders. As CEO, Mr. Butler possesses all listed skills.
Bowers
Butler
Cheshire
DeWalt
Jojo
Lillie
Richo
Rogers
Segedi
Governance Attributes
Independent
Audit Committee Financial Expert
Committee Chair
TMCC
CGC
OSCC
ARC
Core Skills
Corporate Governance
Executive Leadership
Strategic Planning
Other Strategic Skills
Accounting, Finance, and Capital Markets
Customer and Community
Cybersecurity and Physical Security
Energy; Engineering & Infrastructure
Environment & Sustainability
Regulatory and Policy
Risk Management
Talent Management
Technology and Innovation
Attributes
Exelon Community
Other Demographic Information1
Age
69
56
57
61
60
74
65
63
66
Tenure (years)
4.8
3.3
5.8
1.1
10.6
3.0
2.7
3.0
2.3
(1) Age and tenure are measured as of the date of the Annual Meeting, April 28, 2026.
Committees:
ARC - Audit and Risk Committee
CGC - Corporate Governance Committee
TMCC - Talent Management and Compensation Committee
OSCC - Operations, Safety, and Customer Experience Committee
Director NomineesThe Board nominates the nine candidates named below for election as Directors. If elected by shareholders, each Director will serve a term ending with the 2027 Annual Meeting. Each nominee has agreed to be named in this proxy statement and to serve as a Director if elected. If any Director is unable to stand for election at the Annual Meeting, the Board may reduce the number of Directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute Director.
Exelon does not expect that any Director nominee will be unable to serve.
The CGC and the Board believe the skills and experiences detailed above are well represented among the Director nominees and reflect an effective mix of backgrounds and expertise. In addition to the skills, characteristics, core competencies, and other attributes previously described, the CGC also considers whether each nominee has the time available, in light of other business and personal commitments, to effectively serve on Exelon's Board. Among the criteria the Committee considers is the degree to which any incumbent Director nominee demonstrates effective and productive preparedness and engagement.
(In the following bios, each Director's Committee assignments are reflected as of the date of filing. Please see the Board Committees section beginning on page 29 for a discussion of upcoming changes to Committee assignments.)
Calvin G. Butler, Jr.
PRESIDENT AND CEO
Mr. Butler joined Exelon in 2008 and has more than 30 years of leadership experience in the utilities industry and in regulatory, legislative, and public affairs. Mr. Butler's extensive executive management experience, together with his regulatory, external affairs, operations, customer service, and innovation and technology expertise,
allow him to provide valuable perspectives and insights on a variety of topics to the Board. He has been recognized by several organizations for his leadership and community commitment.
Age: 56
Director Since: December 2022
Committees: None
Other Current Public Boards: 1
Emerson Electric (EMR)
Prior Public Directorships (Last 5 yrs)
RLI Insurance Co (2016 - 2023)
M&T Bank Corp (2020 - 2022)
Career Highlights
President and CEO, Exelon (Since 2022)
Chief Operating Officer, Exelon (2021 - 2022)
Senior Executive Vice President and Chief Executive Officer, Exelon Utilities (2019 - 2022)
Chief Executive Officer, Baltimore Gas and Electric Company (2014 - 2019)
Other Professional Experience
Chair, Edison Electric Institute
Chair, Cal Ripken, Sr. Foundation
Vice Chair, Institute of International Education
Member, Civic Committee of the Commercial Club of Chicago
Director, Economic Club of Chicago
Director, Chief Executives for Corporate Purpose
Director, Battelle Memorial Institute
Member, National Petroleum Council
W. Paul Bowers
INDEPENDENT
CHAIRMAN
Mr. Bowers' extensive experience in the utilities industry as well as broad financial knowledge and business success brings great value to his service on the Board. His background serving as both a CEO and a CFO gives him a unique perspective on long-term strategy, corporate development, leadership, development, regulatory
experience, and risk management. Additionally, Mr. Bowers' public and private company board experience brings valuable insights and perspectives to our Board.
Age: 69
Director Since: July 2021
Committees:
CGC
TMCC*
Other Current Public Boards: 1
AFLAC (AFL), Lead Director
*Mr. Bowers will step down from the TMCC effective April 27, 2026
Career Highlights
Chairman and Chief Executive Officer, Georgia Power Company (2011 - 2021) (Retired)
President, Georgia Power Company (2011 - 2020)
Chief Financial Officer, Southern Company (2008 - 2010)
President, Southern Company Generation and Operations (2001 - 2008)
President and Chief Executive Officer, Southern Power Company (2001 - 2007)
Chairman and Chief Executive Officer, Western Power Distribution, a British utility (1998 - 2001)
Other Professional Experience
Director, BrandSafway, a global construction solution provider
Former Member, Federal Reserve Bank of Atlanta, Energy
Policy Council
Former Chair, Metro Atlanta Chamber of Commerce
Former Chair, Nuclear Electric Insurance Limited (NEIL)
Marjorie Rodgers Cheshire
INDEPENDENT
Ms. Rodgers Cheshire's experience in organizational leadership and brand management and service on a public financial services company board, along with her deep understanding of compliance, strategy, asset management, marketing, and brand development, are of significant value to the Board. Additionally, her involvement in
the Baltimore community and her familiarity with this important market bring beneficial perspectives and insights.
Age: 57
Director Since: July 2020
Committees:
TMCC, Chair
CGC
OSCC
Other Current Public Boards: 1
PNC Financial Services Group (PNC)
Prior Public Directorships (Last 5 yrs)
Empowerment & Inclusion Capital I Corp. (2021 - 2022)
Career Highlights
Principal, A&R Development Corp., a diversified real estate investment company (Since 2004); previously President and Chief Operating Officer (2004 - 2021)
Senior Director of Brand & Consumer Marketing, National Football League (2001 - 2004)
Vice President of Business Development, Oxygen Media (2000 - 2001)
Other Professional Experience
Chair, Baltimore Equitable Insurance
Trustee, Johns Hopkins Medicine
Trustee, Thread, Inc.
David DeWalt
INDEPENDENT
Mr. DeWalt is a distinguished leader with over 30 years of experience leading and transforming cybersecurity and technology companies. Currently, Mr. DeWalt is the Founder, Managing Director, and Chief Executive Officer of NightDragon, a venture capital and advisory firm focused on cybersecurity. His background as an industry leader and his experience as CEO of three impactful technology companies contribute valuable strategic and operational expertise to the Board.
Age: 61
Director Since: March 2025
Committees: None*
Other Current Public Boards: 1
Delta Air Lines (DAL)
Prior Public Directorships (Last 5 yrs)
Five9, Inc. (2016 - 2024)
NightDragon Acquisition Corp. (2017 - 2022)
ForgeRock Inc. (2017 - 2022)
*Mr. DeWalt will join the OSCC and the TMCC effective April 27, 2026.
Career Highlights
Founder, Managing Director, and Chief Executive Officer, NightDragon, a venture capital and advisory firm focused on cybersecurity (Since 2012)
Chairman of the Board of FireEye Inc.,
a global network cybersecurity company (2012 - 2017); also Chief Executive
Officer (2012 - 2016)
President and Chief Executive Officer of McAfee, Inc., a security technology company (2007 - 2011)
Various executive roles with EMC Corporation, a provider of information infrastructure technology solutions, including Executive Vice President and President -Customer Operations and Content Management Software (2003 - 2007)
President and Chief Executive Officer, Documentum, an enterprise content management company (1999 - 2003)
Other Professional Experience
Chairman, Claroty
Vice Chair, CISA Cybersecurity Advisory Committee
Member, National Security Telecommunications Advisory Committee
Linda Jojo
INDEPENDENT
Ms. Jojo's wealth of experience leading complex IT organizations brings valuable technology, cybersecurity, and innovation expertise to the Board. Her background in computer science and industrial engineering lends expertise to the Board's risk oversight and cybersecurity programs and initiatives. Her most recent role as Chief Customer Officer at United Airlines also brings valuable experience in oversight of contact centers, customer solutions, and innovation.
Age: 60
Director Since: September 2015
Committees:
ARC
CGC, Chair
OSCC
Other Current Public Boards: 2
Bunge Limited (BG)
Norwegian Cruise Line (NCLH)
Career Highlights
Executive Vice President, Chief Customer Officer of United Airlines Holdings, Inc. (2022
- 2024) (Retired); previously Executive Vice President, Technology & Chief Digital Officer (2017 - 2022) and Executive Vice President & Chief Information Officer (2014 - 2017)
Executive Vice President and Chief Information Officer, Rogers Communications Inc., a wireless communications and media company (2011 - 2014)
Senior Vice President and Chief Information Officer, Energy Future Holdings Corporation (2008 - 2011)
Other Professional Experience
Chair, FAA Management Advisory Council
Director, Federal Reserve Bank of Chicago
Trustee, Rensselaer Polytechnic Institute
Director, Hero Digital Holdings LLC
Former Chair, Board of Trustees, Adler Planetarium
Charisse Lillie
INDEPENDENT
Ms. Lillie brings a wealth of valuable experience to the Board through her years of experience on the PECO Board, her deep experience in community relations, and her leadership of the consulting firm she founded, which focuses on corporate governance, diversity, and corporate social responsibility. Her past executive leadership roles with Comcast Corporation and Comcast Foundation contribute to her expertise in customer experience, community engagement, and talent management. Additionally, her background in law and government contributes to her know-how in the areas of regulatory affairs and public policy.
Age: 74
Director Since: April 2023
Committees:
TMCC
OSCC
Other Current Public Boards: 0
Career Highlights
Principal, CRL Consulting LLC (Since 2017)
Vice President, Community Investment, Comcast Corporation (2008 - 2017); previously Vice
President, Human Resources (2005 - 2008)
Executive Vice President, Comcast Foundation (2008 - 2011 and 2016 - 2017); previously
President (2011 - 2016)
Partner, Ballard Spahr, LLP (1992 - 2005); including Chair of Litigation Department (2002 - 2005)
City of Philadelphia: City Solicitor (1990 - 1992); General Counsel to the Redevelopment Authority (1988 - 1990)
U.S. Department of Justice: Assistant United States Attorney, Eastern Division of Pennsylvania, Civil Division (1985 - 1988); Trial Attorney, Civil Rights Division (1978 - 1980)
Other Professional Experience
Director, Penn Mutual Life Insurance Company
Director, Independence Health Group, Inc.
Director, Franklin Institute Science Museum
Former Director, PECO
Former Director and Chair,
Federal Reserve Bank of Philadelphia
Anna Richo
INDEPENDENT
Ms. Richo brings more than 30 years of regulated-industry experience as an attorney and legal executive, with extensive experience in compliance and business ethics, intellectual property, and corporate litigation. Ms. Richo formerly served as the Corporate Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Cargill, Inc., a global food production and agricultural company, where she oversaw Cargill's corporate governance, global ethics and compliance, global security, global government relations, law, and shareholder relations functions. Ms. Richo's previous experience at biotechnology and pharmaceutical companies brings valuable insights related to operating in regulated industries.
Age: 65
Director Since: August 2023
Committees:
ARC
TMCC
Other Current Public Boards: 1
Illumina, Inc. (ILMN)
Prior Public Directorships (Last 5 yrs)
Adamas Pharmaceuticals, Inc. (2020 - 2021)
Career Highlights
Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (2024) (Retired); previously Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary (2019 - 2023)
Executive Vice President and General Counsel, UCB, a biopharmaceutical company (2012 - 2019)
Senior Vice President and Chief Compliance Officer, Amgen Inc. (2008 - 2012); previously Vice President, Law (2003 - 2008)
Chief Litigation Counsel, Associate General Counsel, Vice President of Law, Baxter Healthcare (1991 - 2003)
Other Professional Experience
Director, Taylor Corporation, a print and communications company
Trustee, DePaul University
Director, Children's Minnesota
Matthew Rogers
INDEPENDENT
Mr. Rogers is an energy and sustainability thought leader who has focused on the role technologies play in restructuring energy markets. He has extensive global consulting experience as a former Senior Partner at McKinsey & Company, where he led the Energy and Sustainability practices, supporting strategy and operations for electric and gas utilities, major oil companies, and energy technology innovators globally. As a former Senior Advisor to the U.S. Secretary of Energy, he had operational responsibility for the Department of Energy's $35B in Recovery Act appropriations, funding more than 5,000 projects to accelerate U.S. clean energy innovation.
Age: 63
Director Since: April 2023
Committees:
OSCC, Chair
ARC
Other Current Public Boards: 0
Career Highlights
Operations Partner, Ajax Strategies, a venture capital firm focused on technologies to reduce greenhouse gas emissions
(Since 2022)
Chief Executive Officer, Mission Possible Partnership, an organization supporting public and private sector partnerships working toward the energy transition (2022)
Senior Partner Emeritus, McKinsey & Company (Since 2021); previously Senior Partner (2005 - 2021), including McKinsey's
Sustainability Practice Leader (2015 - 2017),
and Partner (1999 - 2005)
U.S. Secretary of Energy: Advisory Board member (2011 - 2013); Senior Advisor
(2009 - 2010)
Other Professional Experience
Director, 3Degrees, a climate solutions provider
Director, Natel Energy, a hydropower company
Former Director, Upstream Tech, which builds software to manage water flows and land use
Former Director, Ojjo, a solar foundations installer
Former Member, National Petroleum Council
Bryan Segedi
INDEPENDENT
Mr. Segedi, a globally recognized financial executive known for his successful growth strategies and leadership at Ernst & Young LLP (EY) and certified public accountant, brings over 30 years of public accounting experience to our Board. Most recently,
Mr. Segedi was the Deputy Global Vice Chair of Assurance at EY, where he oversaw the firm's $12 billion assurance service line and more than 77,000 professionals. Additionally, Mr. Segedi's experience serving as a director for public and private companies and implementing strategic and growth initiatives for EY are valuable to our Board.
Age: 65
Director Since: January 2024
Committees:
ARC, Chair
Other Current Public Boards: 1
Western Alliance Bancorporation (WAL)
Career Highlights
Deputy Global Vice Chair, Ernst & Young, LLP (2012 - 2015) (Retired)
Advisory Global Markets Leader, Ernst & Young, LLP (2010 - 2012)
Americas Vice Chair, Ernst & Young, LLP
(2006 - 2010)
Vice Chair, North Central Region, Ernst & Young, LLP (2000 - 2006)
Other Professional Experience
Former Executive-in-Residence,
W.P. Carey School of Business, Arizona State University
Former Trustee, Alma College
Former Director, Conway MacKenzie, Inc.
Exelon's Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders.
Governance Documents
Our Corporate Governance Principles, together with the articles of incorporation, bylaws, Committee charters, and other policies and practices, provide the framework for the effective governance of Exelon. The Corporate Governance Principles address matters including the Board's responsibilities and role; Board structure, Director selection, evaluation, and other expectations; Board operations; Board Committees; and additional matters such as succession planning, executive stock ownership requirements, and our recoupment policy. Our Corporate Governance Principles are reviewed periodically and were last amended in July 2024.
Process for Communicating with the Board
Shareholders and other interested persons can communicate with any Director or the independent Directors as a group by writing to them at Exelon Corporation, Attn: Corporate Secretary, 10 South Dearborn Street, P.O. Box 805398, Chicago, IL 60680-5398. The Board has instructed the Corporate Secretary to review communications initially and transmit a summary to the Directors and to exclude from transmittal any communications that are commercial advertisements, other forms of solicitation, general shareholder service matters, or individual service or billing complaints. Pursuant to our Corporate Governance Principles, the Corporate Secretary will forward to the Directors any communication raising substantial issues.
Shareholders may also report an ethics concern with the Exelon Ethics Hotline by calling 1-800-23-ETHIC (1-800-233-8442). Shareholders may also report an ethics concern via email to EthicsOffice2@exeloncorp.com.
Related Person Transactions
Exelon has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is overseen by the CGC and is available on our website. The policy provides that the Exelon Chief Legal Officer reviews relevant information on transactions, arrangements, and relationships and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. If it is determined that a transaction is a related person transaction, the CGC will review such transactions. Related person transactions that are in, or not inconsistent with, the best interests of Exelon may be approved by the CGC and reported to the Board.
There were no related person transactions identified for 2025.
Shareholder Engagement
Our relationship with our shareholders is an important part of our company's success, and our long tradition of engaging with our investors enables valuable insights for the Board and its Committees into investor perspectives and priorities. During 2025, Exelon's engagement team, comprising representatives of the Office of Corporate Governance, Investor Relations, Human Resources, Executive Compensation, and Strategy, Innovation, and Sustainability met to discuss a wide variety of issues
with investors.
In 2025, Exelon contacted the holders of over 50% of our outstanding shares with offers to engage. Portfolio managers and governance professionals that accepted included a significant cross-section of our shareholder base, representing approximately 21% of Exelon's outstanding shares. The feedback received from shareholders and other stakeholder groups is shared with each Committee and the Board, as appropriate, on a regular basis throughout the year. The ARC, CGC, OSCC, and TMCC adopt or recommend Board approval of suggested enhancements to policies, practices, or disclosures where appropriate to meet investor concerns or expectations relating to new issues or emerging trends.
We believe that our approach to engaging openly with our investors on topics such as environmental strategy, corporate governance, executive compensation, and other human capital management issues drives increased accountability, improves decision making, and ultimately creates long-term value.
Annual Engagement Cycle
SPRING/SUMMER
Review annual meeting results and develop focused off-season engagement plan
Review governance practices in light of investor feedback and governance trends
FALL/WINTER
Engage with shareholders to solicit feedback and understand
their priorities
Evaluate potential changes to governance policies, compensation practices or
other disclosures
PRE-ANNUAL MEETING
Engage with shareholders on proxy matters
Answer questions about proxy issues and the Board's vote recommendations
ANNUAL MEETING
Opportunity for shareholders to ask questions directly to senior management and the Board and to vote on proposals
RECENT ACTIONS DEMONSTRATING RESPONSIVENESS TO INVESTOR FEEDBACK
During 2025, sustainability and governance topics continued to be a focal point in nearly all investor engagements. Many investors were keenly interested in Exelon's strategy to meet future challenges and the Board's role in oversight of these critical issues. The addition of Mr. DeWalt as a new member of the Board helped to expand the Board's capabilities in overseeing cybersecurity, physical security, technology, and privacy, and the Board's delegation of a portion of its cybersecurity oversight responsibilities to the OSCC was designed to facilitate more substantial engagement with management on these critical issues. In 2025, our Investor Relations team refreshed an in-depth sustainability presentation that is available on our IR webpage (investors.exeloncorp.com) and contains detailed information covering a range of topics frequently requested by investors.
This report is supplemental to and complements the Exelon Sustainability Report.
Board Oversight of RiskThe Company operates in a complex market and regulatory environment. The Board has broad responsibility to provide oversight of significant risks primarily through direct engagement with management and through delegation of ongoing risk oversight responsibilities to the Committees. Any risk oversight area not allocated to a Committee remains with the Board. Risk items that are overseen by the full Board are generally those that are deemed most critical to our operations or strategy.
Each Committee has a designated member of executive management as the primary responsible officer for providing information and updates related to the significant risks for that Committee. These officers ensure that all significant risks identified by our enterprise risk management program are regularly reviewed with the Board and/or the appropriate Committee(s). Each Committee reports regularly to the Board on discussions of enterprise risks for which it is responsible. Furthermore, the Board regularly discusses short-, medium-, and long-term enterprise risks in connection with the evaluation of capital investments, other business opportunities and strategies, as well as emerging trends or developments. Reports provided by senior leadership, as well as third-party experts, support oversight of the key risks delegated to each Committee and the full Board.
All Directors are actively involved in the risk oversight function, and we believe that our leadership structure supports the Board's risk oversight responsibility. Each Committee is chaired by an independent Director, and the CEO does not serve on any Committee. There is regular, open communication between management and the Directors.
EXELON BOARD OF DIRECTORS
The full Board has primary responsibility for risk oversight, including the following areas:
Significant enterprise risk, strategy, and long-range business plan
Business risks and capital allocation, including capital decisions related to environmental and climate risks
RISK OVERSIGHT DELEGATED TO THE COMMITTEES
AUDIT AND RISK
OPERATIONS, SAFETY, AND CUSTOMER EXPERIENCE
Oversees independent auditor relationship and internal audit program, and risks associated with financial reporting
Oversees tax strategy and assessment of tax risks
Oversees compliance and ethics program, including review of significant matters, review of an annual compliance risk assessment, and compliance with policies governing interactions with public officials
Oversees enterprise risk program
Executive Lead: Chief Finance Officer, Audit and Risk
Key Support: Controller, Tax, Exelon Audit Services (EAS), Enterprise Risk Management (ERM), Chief Compliance Officer, Operations & Business Investments, Independent Auditor, Legal
Reviews operational reliability, resiliency, business continuity, and emergency response risks and mitigation plans
Oversees risk mitigation for operational technology, cybersecurity, and physical security
Reviews and monitors responses to significant operational and health and safety incidents
Oversees safety culture, goals, and risks
Executive Leads: Chief Operating Officer and Chief Technology and Customer Officer
Key Support: Utility CEOs, Chief Information Security Officer, Safety, Customer Operations, Operations & Business Investments, Legal, IT, Security
CORPORATE GOVERNANCE
Oversees CEO succession planning
Reviews risks related to governance and shareholder activism
Oversees sustainability and climate change strategies and efforts to protect and improve the environment
Oversees political contributions
Executive Lead: Chief Legal Officer, Compliance and Corporate Secretary
Key Support: Corporate Governance, Chief Strategy and Sustainability Officer, Environmental Strategy, Human Resources, Independent Compensation Consultant
TALENT MANAGEMENT & COMPENSATION
Oversees compensation philosophy and strategy to align with Exelon's strategic and operating objectives
Evaluates risks related to compensation policies and practices
Oversees matters related to corporate culture and talent development
Executive Lead: Chief Human Resources Officer
Key Support: Executive Compensation, Human Resources, Finance, Corporate Governance, Independent Compensation Consultant
Management's role in supporting the Board and Committees' oversight of risk is focused on identifying risk and risk controls related to significant business activities, mapping the risks to company strategy, and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage risk.
Enterprise Risk Management
Managing business risks of all types, from operational, financial, and regulatory risks to global risks like climate change, is central to Exelon's business. Our Enterprise Risk Management (ERM) team, in collaboration with our operating companies, is responsible for coordinating Exelon's risk management program. As part of its risk oversight program, Exelon has adopted a Three Lines operating model of governance developed by the Institute of Internal Auditors and updated in 2020. The Three Lines Model delineates responsibilities across business operations, risk, and oversight functions to support coordinated management and oversight of risks.
The Three Lines model allocates risk management responsibilities among three distinct groups:
First Line: Functions that own and manage risk,
Second Line: Functions that monitor internal and external compliance regarding risk-related matters, and
Third Line: Function that provides independent assurance. At Exelon, this is Exelon Audit Services (EAS).
The ERM team works collaboratively with business teams to help them identify and assess risks, and to better understand how to manage risks and establish tolerances that allow for growth while staying within our risk appetite. This includes, but is not limited to, supporting business teams in connection with the following processes: identifying and assessing the management of top enterprise risks, monitoring top enterprise risks using enterprise risk management tools, such as Key Risk Indicators (KRIs) and bow-tie risk assessments, identifying, monitoring, and assessing emerging risks, and reviewing proposed capital projects.
ERM provides an enterprise-wide view of risks and risk management practices and provides reporting regarding risk management issues to senior leadership and the Board. Each operating company has a Risk Management Committee tasked with identifying and evaluating the most significant risks of the business and the actions needed to manage and mitigate those risks. The senior executives of the business, as well as ERM, discuss risks with the ARC.
Other Board Responsibilities
Oversight of Strategy
The Board and its Committees provide oversight of the Company's business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Committees, and the Board receives regular updates on progress and execution from, and provides guidance to, our management team. The Board dedicates at least one meeting each year to a deep dive on strategic planning and oversight. These sessions create a dedicated forum for a fluid exchange of viewpoints and ideas on the Company's strategic direction and for identifying new opportunities and risks as management executes upon the Company's strategy.
Oversight of Sustainability
The Board's oversight of strategy and risks includes oversight of key sustainability and responsible business matters at both the Committee and full Board levels. Issues such as climate resilience, cybersecurity, talent management, and safety are important to the long-term success of the Company and, accordingly, are integrated into topics reviewed and discussed at Board meetings throughout the year.
Each of the Committees also has oversight of issues relevant to their domain. The ARC reviews SEC disclosures related to human capital management, environmental, and cybersecurity risks. The TMCC is actively involved in overseeing policies related to talent development and corporate culture. The CGC is tasked with overseeing sustainability and climate change strategies and efforts to protect and improve the environment, as well as overseeing political contributions. And lastly, the OSCC oversees key operational issues, including safety and cybersecurity.
The full Board oversees all other relevant issues, including, but not limited to, evaluating business risks related to climate change; reviewing investment and divestment opportunities related to climate risks; workforce development; and corporate philanthropy.
Oversight of Cybersecurity
Our business serves millions of customers, including governmental customers, making us part of the nation's critical infrastructure. Accordingly, cybersecurity is a high priority at Exelon, and significant time and attention is devoted to overseeing cyber and information security risk at both the Committee and full Board levels. We frequently assess our cybersecurity capabilities and embrace continuous improvement to protect assets critical to grid reliability and national security, as well as customer information.
In 2022, the Board adopted a Cybersecurity Oversight Policy to specifically address their oversight of management's cybersecurity program and Exelon's enterprise-wide risk related to cybersecurity, including management's identification, assessment, and mitigation of cybersecurity risks. The OSCC oversees and engages regularly with management regarding risks from cybersecurity threats, and the full Board receives reports on cybersecurity risks at least annually. Additional information about the Board's oversight of cybersecurity and Exelon's cybersecurity risk management strategies can be found in Item 1C of Exelon's 2025 Annual Report on Form 10-K.
Oversight of Utility Boards
Each of Exelon's six utilities are wholly or majority owned by Exelon (i.e., controlled companies). However, each utility maintains its own board of directors with independent directors to ensure independent and engaged oversight of utility operations.
The CGC and Board have adopted governance and structural documents for the utility boards to reflect strong and consistent governance practices, such as clearly defining utility director qualifications and core competencies, which include the need to reflect the populations of the communities served; clarifying utility boards' duties and limits of authority to align with the parameters of the controlled company structure; and implementing formal annual utility board and director evaluations.
Pursuant to its charter, the CGC's responsibilities for oversight of the utility boards include (1) determining utility board size and consulting on the appropriate skills needed for each utility board; (2) assessing potential utility board candidates and approving utility director elections; (3) reviewing and recommending evaluation processes and criteria and annually reviewing the results of completed evaluations; and (4) annually reviewing all utility board governing documents, policies, and practices to ensure alignment with Exelon interests and best practices for controlled company governance and recommending revisions as needed.
Oversight of the utility boards also includes annual assessments of each utility board and utility director. Utility directors are provided a list of questions and topics to review prior to discussion with the utilities board chair or their delegate. Results of these interviews are summarized and presented to the CGC, and appropriate feedback is communicated to individual directors
as needed.
Compliance and Ethics
Exelon's Culture of Compliance and Ethics
Exelon is committed to maintaining a robust and comprehensive compliance and ethics program and recognizes that an effective program must constantly evolve in the face of changing risks. Exelon's Compliance and Ethics department provides governance and oversight of Exelon's compliance with its regulatory obligations and is the primary resource for ethics advice and interpretation of the Code of Business Conduct (the Code) and Supplier Code of Conduct (the Supplier Code). Compliance and Ethics conducts an annual risk assessment to identify compliance risks across the organization and assess controls for those risks.
Code of Business Conduct and Supplier Code of Conduct
Exelon maintains a detailed Code of Business Conduct, applicable to all employees, officers, and directors across the enterprise. The Code sets out Exelon's core values - which include acting with integrity - and addresses a wide range of topics, among them conflicts of interest, workplace conduct, safety, protecting confidential information and other company assets, and preventing bribery and corruption. The Code highlights the importance of speaking up and strictly prohibits any form of retaliation for raising questions or concerns about potential violations of the Code or compliance with applicable laws and regulations. All employees must participate in annual Code training. Additionally, non-represented employees are required to complete an annual certification disclosing potential conflicts of interest and affirming their understanding of the Code. Completion of the training and certifications is tracked. New employees are required to complete Code training within 30 days of joining Exelon. The Code was most recently reviewed in December 2025 and an updated version went into effect on January 6, 2026.
Conformance with Exelon's ethics and compliance policies and programs under the Code is incorporated into the performance management assessment of all management employees to reinforce the company's culture of compliance and may impact annual incentive payouts. This performance management assessment reinforces Exelon's commitment to ethical behavior, compliance with its Code, and the obligation of employees to speak up about potential noncompliance with those standards. In 2022, Exelon implemented the Supplier Code, which focuses on the responsibilities of all suppliers, contractors, and agents. Prior to implementation of the Supplier Code, these entities were subject to Exelon's Code of Business Conduct. The Supplier Code
outlines Exelon's expectations and standards for ethical conduct with which all suppliers, their subcontractors, and their respective workforces must comply when working on behalf of Exelon. It addresses a wide range of obligations for suppliers relating to, among other things, compliance with all applicable laws and regulations, standards of integrity and ethical conduct, public and workplace safety, human rights and labor standards, the environment, conflicts of interest, preventing bribery and corruption, fair competition, accurate recordkeeping, protecting Exelon confidential information and other resources, and preventing retaliation.
Ethics Training and Helpline
Exelon regularly trains employees on ethics expectations and provides resources to help employees meet those expectations. In addition to annual Code of Business Conduct training, Exelon requires annual training addressing security awareness (including cybersecurity and phishing), harassment prevention, and other important topics.
Exelon maintains a 24-hour ethics helpline that allows employees, suppliers, and the public to report ethics concerns, potential legal or regulatory violations, and pose questions. The helpline has both a phone and web portal option and reporters have the option to remain anonymous. Compliance and Ethics oversees the intake, investigation, and resolution of reports of potential compliance violations and violations of the Code and Supplier Code.
Oversight of Interactions with Public Officials
In 2020, Exelon implemented four company-wide ethics policies that substantially increased oversight of our interactions with public officials, instituted a series of new controls, and enhanced guidance and training. Among other things, the policies require tracking and review of requests, referrals, and recommendations from public officials; strengthen due diligence and supervision of lobbyists and political consultants; and require regular reporting to the Audit and Risk Committee (ARC) of the Board and the boards of each of Exelon's utilities regarding interactions with public officials. These policies are regularly reviewed and were last updated in 2025.
These policies are overseen by the Vice President, Deputy General Counsel, Chief Compliance and Ethics Officer, who reports to Exelon's Executive Vice President, Chief Legal Officer, Compliance and Corporate Secretary. This oversight structure ensures central oversight of compliance activities, and facilitates coordination of activities and sharing of insights regarding compliance and ethics matters across operating companies.
Oversight of Lobbying
Exelon's public policy positions and advocacy are developed and directed by the company's executive leadership team in consultation with the Board of Directors on major policy initiatives and strategic policy alternatives. For over 25 years, Exelon has been a strong advocate for sound energy and environmental policies that address customer expectations, help create value for our investors, and contribute to meeting national and state energy and environmental goals.
Exelon's lobbying policies require stringent due diligence and supervision of lobbyists and political consultants. Any indication of conduct that could violate Company policies concerning political activity, lobbying laws or regulations, or anti-bribery laws must be promptly escalated to Exelon's Executive Vice President, Chief Legal Officer, Compliance and Corporate Secretary and Vice President, Deputy General Counsel, Chief Compliance and Ethics Officer for review. In addition to routine monitoring of the activities and services provided by lobbyists and political consultants engaged by Exelon, each individual or firm is subject to mid-year and annual performance reviews.
We file quarterly federal lobbying activity reports in compliance with the Lobbying Disclosure Act and Honest Leadership and Open Government Act. These reports, which are filed with the U.S. House of Representatives and the U.S. Senate, are posted on the House and Senate websites and are accessible to the public. We file similar reports when required at the state and local level. Consultants who lobby on behalf of the Company are required to adhere to these disclosure requirements as well.
Transparent Reporting of Political Contributions
Since 2013, Exelon has published semi-annual reports of its political contributions on its website. These reports include contributions to political parties, political committees, candidates for political office, and 501(c)(4) entities. The reports also include dues paid to trade organizations and similar non-profit entities, and identify the portion of those dues that were used for expenditures or contributions that are non-deductible. Political contribution reports, as well as Exelon's Corporate Political Contribution Guidelines, are available at https://www.exeloncorp.com.
In 2022 and 2023, Exelon enhanced its corporate political contributions reporting by disclosing dues paid to trade associations in excess of $10,000 (we previously reported all dues over $50,000) and disclosing any 501(c)(6) trade organization where an Exelon executive (or an executive of any of our controlled affiliates) has a board seat; 501(c)(3) charitable organizations that receive Company matching funds of over $5,000 to the limit of $10,000 from senior executives; and reporting payments to trade associations that include funds for grassroots lobbying.
The CPA-Zicklin Index for Corporate Political Disclosure and Accountability is a report measuring electoral spending transparency and accountability among the country's largest public corporations. In the 2025 CPA-Zicklin report, Exelon scored 95.7 (out of 100), earning the highest possible designation as an "Index Trendsetter."
Board Composition and LeadershipBoard Composition and Refreshment
The CGC regularly reviews the composition of the Board and considers a broad range of factors when evaluating Board composition and director qualifications. In assessing potential directors, the CGC considers diversity of experience, perspectives, backgrounds, skills, and professional and life experiences to ensure the Board collectively possesses the range of capabilities needed to oversee the Company effectively.
The CGC is also responsible for considering the long-term composition of the Board and believes in the value of new perspectives and fresh ideas that come from adding new directors to the Board. The CGC also closely considers the pacing of expanding the Board so that new additions have sufficient overlap with longer-tenured directors to learn the business and understand the operations and culture of the Board. The Board also considers a gradual refreshment process to be appropriate in order to avoid significant disruptions to the normal course of business.
If each Director nominee is elected to the Board, after the 2026 Annual Shareholders' Meeting, our incumbent Directors will have served an average of 4.0 years on the Board. The Board generally believes that a mix of short-, medium-, and long-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the balance of fresh perspectives and deep institutional knowledge. The Board has recently undergone significant refreshment with five Director nominees having tenure of three years or less. With the number of new Directors, the Board has prioritized robust onboarding as well as creating opportunities for Directors to interact outside the boardroom.
Board Leadership
Mr. Bowers has served as the independent Chairman of the Board since the annual meeting of shareholders in April 2025 and as an independent Director since July 2021. The Board has evaluated the Board leadership structure and determined that Mr. Bowers should continue as the independent Chairman. The Board recognizes that Mr. Bowers has substantial organizational, operational, and risk management expertise due to his long history as a power utility executive, as well as extensive knowledge of our company and board leadership experience through his years of service on our Board and other public and private company boards. As the independent Chairman, Mr. Bowers leads the Board capably and regularly engages with management to provide guidance and serve as a liaison to the other independent directors.
Exelon's bylaws permit the independent members of the Board to determine the leadership structure of the Board, including whether the roles of Chairman and Chief Executive Officer should be performed by the same individual or whether the roles should be performed by separate individuals. The Board believes that separation of these functions is not required as a matter of policy, and whether to combine the roles or not is a matter for the Board's sole discretion, taking into consideration the current and anticipated circumstances of the Company, the skills and experiences of the individual or individuals in those positions, and the leadership composition of the Board. The title of Board Chair was changed to Chairman in 2026.
The Board separated the roles of Chairman and Chief Executive Officer in 2012 and continues to find that this leadership structure ensures independent oversight and promotes the Board's ability to effectively represent the best interests of all shareholders. This structure gives primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while the Chairman facilitates our Board's independent oversight of management, serves as principal liaison between the Board and senior management, and leads our Board's consideration of key governance matters.
The Board recognizes that no single leadership model is right for all companies at all times. Accordingly, the Board periodically reviews its leadership structure as circumstances warrant. The Board is committed to continued independent oversight at all times, and our Corporate Governance Principles provide that the independent members of the Board shall select and elect a Lead Independent Director in the event the Chairman and Chief Executive Officer roles are held by the same individual, or the person holding the role of Chairman is not independent under Exelon's Independence Standards for Directors.
Director Onboarding and Continuing EducationDirector Onboarding
The Board has an orientation and onboarding program for new Directors and provides continuing education for all Directors that is overseen by the CGC. The orientation program is tailored to the needs of each new Director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new Directors include information on the Company's vision and strategic direction, financial matters, principal operating businesses, corporate
governance practices, Code of Business Conduct, risk management framework, and other key policies and practices, including each of the Company's policies related to interactions with public officials. The orientation process includes a series of one-on-one meetings with members of senior management for deep-dive briefings on business units and corporate functions.
Continuing Education
Continuing director education is provided during portions of Board and Committee meetings, as needed, and is focused on topics necessary to enable the Board to effectively consider issues before it at that time (such as new regulatory or accounting standards). Education may take the form of presentations from senior leadership or other subject matter experts within the Company, cybersecurity workshops or tabletop exercises, presentations from external advisors, or "white papers" which are deep dives into timely subjects or topics. The ARC periodically holds sessions devoted to education on new accounting rules
and standards and/or topics deemed to be helpful for having a good understanding of our accounting practices and financial statements.
Additionally, Directors may attend educational seminars and programs sponsored by external organizations. Directors may self-identify programs or choose from a curated list of external educational opportunities, including programs related to board governance and related matters as well as utility-industry educational programs.
Board and Committee EngagementBoard Engagement
The Board and its Committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as necessary. We expect each Director to attend every meeting of the Board and the Committees on which the Director serves. The Board of Directors held six meetings during 2025, including a strategy retreat with senior officers of Exelon and its subsidiary companies. Each Director attended at least 75% of the meetings of the Board and each Committee on which the Director served in 2025 (held during the period in which the director served), and on average Directors attended 98% of their respective Board and Committee meetings.
All Director nominees are expected to participate in the Annual Meeting of Shareholders, and eight of the nine nominees for Director at the 2025 Annual Meeting of Shareholders attended the meeting.
At each regular Board meeting, time is reserved for the independent Directors to meet in executive session without the CEO present. The executive leadership team regularly attends Board meetings to present information on our business and strategy, and Board members have access to our employees outside of Board meetings.
Committee Engagement
The Board assigns responsibilities and delegates authority to its Committees, and the Committees regularly report on their activities and actions to the full Board. During 2025, there were four standing Committees of the Board: Audit and Risk (ARC), Corporate Governance (CGC), Operations, Safety, and Customer Experience (OSCC), and Talent Management and Compensation (TMCC). Each Committee has the authority to engage outside experts, advisors, and counsel to assist the Committee in its work.
The Chairman and CEO generally attend all Committee meetings, and all Committees regularly hold executive session without management present.
Each Committee is governed by a Board-approved charter stating its responsibilities, which is reviewed annually and updated as appropriate. The charters are available on the Governance Overview section of Exelon's website at https://www.exeloncorp.com and in print to any shareholder who requests a copy from Exelon's Corporate Secretary.
Committee Assignments and Rotation
The CGC and the Board understand the importance of bringing fresh and varied perspectives to the Board and its Committees, whose composition the CGC evaluates at least annually.
The composition of each Committee set forth below on the following pages reflects the Committee's composition as of the Annual Meeting on April 28, 2026. In February 2026, the Board approved that Mr. DeWalt will join OSCC and TMCC, and that Mr. Bowers will step off TMCC, as of April 27, 2026.
When new Directors are appointed to the Board, the CGC uses the opportunity to reevaluate whether the composition of the Board Committees should evolve as well to ensure the appropriate depth of skills and experiences. As part of the onboarding process, new Directors are generally invited to attend all Committee meetings for at least two regular meeting cycles before the Board determines their Committee assignments.
Board Committees
Audit and Risk Committee (ARC)
Members: Jojo, Richo, Rogers
Committee is 100% Independent
Chair: Bryan Segedi Meetings in 2025: 5
The ARC's duties and responsibilities include the following:
Assists the Board in the oversight and review of the quality and integrity of the Company's financial statements and internal controls over financial reporting
Appoints, retains, and oversees the independent auditor and evaluates its qualifications, performance, independence, and fees
Oversees the Company's internal audit function
Oversees risk management functions and strategies, including compliance with risk management program, but excluding cyber, which is managed by OSCC
Oversees compliance with Exelon's Code of Business Conduct, and the process for the receipt and response to complaints regarding accounting, internal controls, ethics, or audit matters
The Board has determined that Messrs. Rogers and Segedi are "Audit Committee Financial Experts" as defined by SEC rules. The Board has also determined that each member of the ARC is independent as defined by SEC rules. See page 38 for the Audit and Risk Committee Report.
Corporate Governance Committee (CGC)
Members: Bowers, Rodgers Cheshire
Committee is 100% Independent
Chair: Linda Jojo Meetings in 2025: 5
The CGC's duties and responsibilities include the following:
Identifies and recommends qualified candidates for election by the Board and shareholders and oversees Board and Committee structure and composition
Recommends Corporate Governance Principles and advises on corporate governance issues, including evaluation processes for the Board, Committees, each Director, and the Chairman
Oversees Exelon's environmental strategies, including climate change and sustainability policies
Oversees utility board governance policies and practices, qualifications and election of Utility directors, and annual review of the utility boards and directors
Reviews Exelon's director compensation program and retains an independent compensation consultant
Authorized to retain an independent search firm to identify Director candidates
Operations, Safety, and Customer Experience (OSCC)
Members: DeWalt, Rodgers Cheshire, Jojo, Lillie
Committee is 100% Independent
Chair: Matt Rogers Meetings in 2025: 4
The OSCC's duties and responsibilities include the following:
Oversees Exelon's strategies, policies, and major activities related to operations, including transmission and distribution
Oversees Exelon's strategies, policies, and major activities relating to providing a healthy and safe environment for employees, customers, contractors, and the public
Oversees Exelon's strategies, policies, and major activities related to cybersecurity
Oversees Exelon's strategies and major activities designed to support and enhance customer experience, including, but not limited to, service, technology, affordability, business development, and engagement
Reviews and monitors Exelon's operational performance and execution of major capital projects related to operations
Reviews and monitors Exelon's health, safety, and customer experience performance
Talent Management and Compensation Committee (TMCC)
Members: DeWalt, Lillie, Richo
Committee is 100% Independent
Chair: Marjorie Rodgers Cheshire Meetings in 2025: 4
The TMCC's duties and responsibilities include the following:
Evaluates the performance of the CEO at least annually, reviews the evaluation with the independent Directors of the Board and approves the compensation level of the CEO for ratification by the independent Directors of the Board based on this evaluation
Oversees the evaluation of, and reviews and approves the compensation level of, the other executive officers
Reviews and approves compensation plans and programs, including performance-based compensation, equity-based compensation programs, and perquisites
Reviews management succession plans with the CEO and the full Board
Reviews risks and associated risk management activities related to human capital, including talent management, development, and retention; employee engagement and well-being; and performance management
Reviews and discusses the CD&A with management
Compensation Committee Interlocks and Insider Participation
During 2025, none of Exelon's executive officers served on the board of directors of any entities whose executive officers serve on the TMCC or our Board. No current member of the TMCC was an executive officer or employee of Exelon during 2025 or at any time, and no member had any relationship with Exelon that would require disclosure under the SEC rules.
The Board has determined that each member of the TMCC is independent as defined by SEC rules and the Nasdaq corporate governance rules within its listing standards and is a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act.
The TMCC directly engages Willis Towers Watson (WTW), a third-party consultant, to provide an independent assessment of the current executive compensation program and any management-recommended changes to that program and to work with management to ensure that the executive compensation program is designed and administered consistent with the
TMCC's requirements.
See page 53 for additional information regarding the TMCC-engaged compensation consultant and for the Talent Management and Compensation Committee Report.
Board, Committee, and Individual Director Assessment and Feedback
Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought. Exelon has strong evaluation processes for its Board, Board Committees, and individual Directors.
Board Evaluation (Annual)
The Board conducts an annual assessment of its performance and effectiveness. The process is coordinated by the Chairman and the Chair of the CGC and considers recommendations from the CGC on the process and criteria to be used for Board, Committee, and individual Director evaluations, including whether to leverage external third parties to facilitate evaluations. The CGC oversees and approves the annual formal Board evaluation process.
The Chair of the CGC facilitates a discussion with the Board in executive session regarding the Board's performance. As part of this discussion, the Chairman steps out of the meeting to allow the other Directors to discuss the Chair's performance. Directors are provided a list of questions and discussion topics to review prior to the discussion, focusing on what the Board is doing well and opportunities for improvement. Discussion topics typically include the following:
Overall Board performance and areas of focus, including oversight of Company operations, strategy, and financial performance
Board composition, including whether the Board has an appropriate balance of diversity, skills, experience, and backgrounds
Board and Company culture
Management engagement with the Board and Committees
Quality of information and materials provided to the Directors
Board meeting logistics
Following the completion of the session, the Chairman and CGC Chair review the assessment with the Board, and the Board develops plans to take actions based on the results, as appropriate. The CGC Chair separately provides the Chairman with feedback based on the discussion of the Chair's performance.
Committee Evaluation (Annual)
All of the Board's standing Committees conduct annual assessments of their performance. The Chairman facilitates a discussion with the members of each Committee in executive session, focusing on the performance of each Committee. As part of this discussion, the Committee Chair steps out of the meeting to allow the other Directors to discuss the Chair's performance.
Discussion topics include whether Committee members possess the right skills, experiences, and background to fulfill the Committee's role, whether the Committee is receiving sufficient information, whether meeting materials and presenters are effective, and other matters. The CGC Chair and Board review the results of each Committee assessment, and the Board and Committees develop action plans based on the results, as appropriate. The CGC Chair (or the Chairman or other CGC member, in the case of the CGC) provides each Committee Chair with feedback based on the Committee members' discussion of the
Chair's performance.
Director CompensationThe CGC is responsible for reviewing and making recommendations to the Board regarding its non-employee Director compensation program. The Committee is authorized to engage outside advisors and consultants in connection with its review and analysis of Director compensation. The Committee takes various factors into consideration, including responsibilities of Directors generally, Board and Committee leadership roles such as the Chairman and Committee Chairs, and the form and amount of compensation paid to directors at comparable companies.
The non-employee Director compensation program comprises cash and equity components as described in the following sections. The Board targets total director compensation to the median of compensation levels provided to directors of the peer group companies utilized for executive compensation benchmarking.
Cash Fees
The table below sets forth the annual cash compensation paid in 2025 to Exelon's non-employee Directors.
Role
Annual Cash
Retainer
($)
Non-Employee Director 125,000
Board Chair 180,000
Committee Chairs:
Audit and Risk Committee 25,000
Talent Management and Compensation Committee 20,000
Corporate Governance Committee 20,000
Operations, Safety, and Customer Experience 20,000
Directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each Director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including amounts invested in the Exelon common stock fund) are settled in cash and may be distributed in a lump sum or in annual installment payments upon a Director reaching age 65, age 72, or upon departure from the Board. These funds are identical to those that are available to Company employees who participate in the Exelon Employee Savings Plan.
Directors who serve as members of special committees that may be formed from time to time receive fees of $5,000 per quarter for as long as the Committee remains needed, provided that the Board may determine that additional fees are appropriate depending on the nature and scope of the special committee. In 2025, Mr. Bowers and Ms. Rodgers Cheshire served on a special committee for the full year. The fees they received for this service are reported in the "2025 Director Compensation" table.
Equity Compensation
A significant portion of Director compensation is provided in the form of equity to align the interests of Directors with the interests of shareholders. In 2025, Exelon's non-employee Directors received deferred stock units (DSUs) with a total value of
$165,000 annually, prorated for Directors who did not serve the full year. The table below sets forth the amount of DSUs held by each non-employee Director as of December 31, 2025. The balances reported include additional DSUs accumulated as dividend equivalents.
Total Deferred Stock Units | |
Name | (#) |
Bowers | 18,941 |
Cheshire | 24,638 |
DeWalt | 3,105 |
Jojo | 54,696 |
Lillie | 11,579 |
Richo | 10,372 |
Rogers | 11,579 |
Segedi | 8,501 |
Young | 33,494 |
DSUs are granted at the end of each calendar quarter in arrears and credited to a notional account based upon the closing price of Exelon common stock on the date the quarterly dividend is paid. DSUs earn dividend equivalents, which are reinvested as additional stock units. Directors may opt to receive their DSUs upon reaching age 65, age 72, or upon their departure from the Board. DSUs will be settled in shares of Exelon common stock and will be distributed in either a lump sum or in annual installments based on each Director's election.
Director Stock Ownership Requirement
To strengthen the alignment of Directors' interests with those of shareholders, all Directors are required to meet the minimum stock ownership requirement of five times the annual cash retainer within five years after their election to the Board. DSUs, share equivalents of the Exelon common stock fund within their deferred compensation plan account, as well as common shares beneficially owned directly or indirectly (including shares acquired in the open market) are counted towards meeting the stock ownership guidelines. For more information about each Director's stock ownership, please refer to the "Beneficial Stock Ownership of Directors and Executive Officers" table.
Other Benefits Provided
From time to time, Exelon Directors are invited to bring spouses or guests to Exelon or industry related events. When such invitations are extended, Exelon covers the cost of spousal or guest travel, meals, lodging, and related activities. For tax purposes, the value of spousal or guest related travel is calculated according to IRS regulations and imputed to the Director as additional taxable income. For disclosure purposes and in accordance with SEC rules, the foregoing benefits related to spousal or guest related travel are valued on the basis of incremental cost to Exelon. However, in most cases there is no direct incremental cost to Exelon of providing transportation and lodging for a Director's spouse or guest when he or she accompanies the Director, and the only additional costs are those for meals and activities.
Additionally, under Exelon's matching gift program, the Exelon Foundation matches Director donations to eligible non-profit organizations, dollar for dollar, up to $15,000 per calendar year.
2025 Director Compensation
The following table summarizes the compensation paid for each of our non-employee Directors who served as a member of the Board and its Committees in 2025. Calvin Butler, Exelon's CEO, did not receive any additional compensation in 2025 for his service on the Board. For information regarding his compensation as the CEO, refer to the CD&A.
Cash Fees1 | Equity Compensation2 | All Other Compensation3 | Total Compensation | |
Director Name | ($) | ($) | ($) | ($) |
Bowers | 274,327 | 165,000 | 439,327 | |
Cheshire | 171,000 | 165,000 | 15,000 | 351,000 |
DeWalt | 101,389 | 133,833 | 235,222 | |
Jojo | 138,462 | 165,000 | 15,000 | 318,462 |
Lillie | 125,000 | 165,000 | 15,000 | 305,000 |
Richo | 125,000 | 165,000 | 290,000 | |
Rogers | 145,000 | 165,000 | 310,000 | |
Segedi | 141,896 | 165,000 | 306,896 | |
Young | 107,143 | 54,396 | 500,000 | 661,539 |
(1) Includes annual Board and Committee retainers, including any amounts voluntarily deferred into the deferred compensation plan. Amounts reported for Mr. Bowers and Ms. Rodgers Cheshire include fees of $20,000 each for membership on a special committee. For Ms. Rodgers Cheshire, the amount also includes $6,000 for her service as a director of the Exelon Foundation during 2025. Amounts for Mr. DeWalt and Mr. Young reflect prorated compensation based on Mr. DeWalt's commencement of Board service on March 10, 2025, and Mr. Young's retirement from the Board effective April 28, 2025.
(2) The grant date fair values of the directors' deferred stock awards have been computed in accordance with FASB ASC Topic 718. Amounts reported for Messrs. DeWalt and Young reflect prorated compensation based on Mr. DeWalt's service commencement date and Mr. Young's retirement date.
(3) Amounts reported in this column represent (a) contributions made by Exelon on behalf of Mses. Rodgers Cheshire, Jojo, and Lillie through Exelon's matching gift program, and (b) a one-time contribution of $500,000 made by Exelon on behalf of Mr. Young, in honor of his eight years of service to the Board (including three years as Chairman), to charitable organizations selected by Mr. Young.
2026 Director Compensation Changes
In July 2025, following a comprehensive review of Director compensation by WTW, the CGC approved several changes to the non-employee Director compensation program. Beginning in 2026, annual Director equity compensation will increase from
$165,000 to $175,000, and each Director will be granted restricted stock units (RSUs) at that year's annual meeting that will vest in full at the following year's annual meeting, in lieu of DSUs granted quarterly in arrears. Additionally, the Chairman's annual cash retainer increased from $180,000 to $200,000, effective January 1, 2026. A market analysis performed by WTW confirmed that the changes increased the alignment of Director compensation to Exelon's peer group market median.
Audit MattersRatification of PricewaterhouseCoopers LLP as Exelon's Independent Auditor for 2026
2
PROPOSAL
Based on the most recent evaluation and consideration of factors described below, the ARC and the Board have determined that the retention of PricewaterhouseCoopers LLP (PwC) as Exelon's independent auditor remains in the best interests of the Company and its shareholders based on the Committee's level of satisfaction with the quality of services provided by PwC.
PwC has served as the Company's independent auditor since 2000. The Committee believes PwC's tenure as Exelon's independent auditor is a benefit to audit quality given its experience with the Company and knowledge of Exelon's business. Because of PwC's familiarity with Exelon, the firm has demonstrated an ability to focus on risks significant to the Company and its industry and has developed and implemented efficient and innovative audit processes, which have enabled the provision of services for fees considered competitive by the Committee.
The Board recommends a vote "FOR" the ratification of PricewaterhouseCoopers LLP as Exelon's Independent Auditor for 2026.
Evaluation of the Independent Auditor
The ARC regularly considers the independence, qualifications, compensation, and performance of its independent auditor. The ARC has approved an evaluation framework developed by management to assist with the ARC's annual assessment of the independent audit firm, which includes the solicitation of feedback from management and the members of the ARC. Results of the full assessment were discussed by the ARC as part of its annual review process. Using the framework, the ARC assessed the following four areas, in addition to a consideration of the independent audit firm's independence.
Focus Areas:
Considerations included:
Quality of the Independent Audit Firm and Audit Process
Alignment with Exelon's Core Values
Level of Service Provided by the Independent Audit Firm
Good Faith Negotiation of Fees
The number of restatements, material weaknesses, and significant deficiencies to determine if any items reasonably should have been identified by the independent audit firm.
Results of the 2024 Public Company Accounting Oversight Board (PCAOB) inspection report issued in February 2025.
The risks associated with PwC based on its financial stability, compliance with applicable laws and professional standards, pending litigation or judgments against the firm, and results of applicable independent audit firm inspections.
Whether PwC and the onsite team demonstrate commitments aligned with Exelon's culture and values.
The results of management's cultures and values assessment of third-party finance vendors.
Results of an annual assessment completed by the ARC and members of management who frequently interact with PwC.
Open access to and engagement with PwC subject-matter experts providing valuable insights on matters important to Exelon.
Robust fee negotiation process.
Reasonableness of fees incurred against the annually approved fees and reported fee estimates provided to the ARC quarterly.
In addition, the ARC assessed PwC's independence based on review of PwC's required communications and forthright, candid, and prompt communications on related independence matters, when needed. Based on the results of its assessment, the ARC found PwC to be independent from the Company and its management and appointed PwC as its independent auditor for 2026.
Tenure
PwC has served as the Company's independent auditor since 2000. In considering the tenure of PwC as our independent auditor, the ARC carefully considers the benefits of a long tenure in light of the robust controls in place to safeguard independence.
Key Independence Controls
Benefits of Tenure
Enhanced Audit Quality. PwC's deep familiarity with the utilities industry and Exelon's businesses and operations, accounting policies and practices, and internal controls over financial reporting is valuable to the Company and
its shareholders.
Continuity Mitigates Disruption Risk. Onboarding a new independent auditor would require extensive education and significant time and resources for the new auditor to obtain a comparable level of familiarity with our business and control framework. Such a disruption could potentially distract from management's focus on other matters.
Continuity of Non-Audit Work. A new independent auditor would also disrupt non-audit workflows and could create conflicts related to consulting contracts on other matters.
Efficient Audit Plans. PwC's knowledge of Exelon's business and control framework allows it to develop and implement efficient and innovative audit processes, enabling the provision of services for fees the ARC considers
to be competitive.
Committee Oversight. The ARC and its Chair hold regular executive sessions with the independent auditor, during which the ARC discusses the scope of PwC's audit, and any problems or difficulties encountered or observations made.
Lead Partner Rotation. PwC's institutional knowledge and experience is balanced by the fresh perspective delivered by changes in the audit team resulting from mandatory lead engagement partner rotation and routine turnover within the team. The ARC is directly involved in the consideration and selection of its lead engagement partner.
Limits on non-audit services. The ARC has exclusive authority to pre-approve non-audit services and determine whether such services are consistent with
auditor independence.
Independence assessment. On at least an annual basis, PwC provides the ARC reports regarding independence; conducts periodic internal reviews of its audit and other work; and assesses the adequacy of partners and other staff serving the Company's account consistent with independence requirements.
Regulatory Controls. PwC is an independent registered public accounting firm and is subject to PCAOB inspections, "Big 4" peer reviews, and PCAOB and SEC oversight.
Selection of Lead Engagement Partner
The ARC oversees the process for, and ultimately approves, the appointment of our independent auditor's lead engagement partner. In evaluating and selecting a lead engagement partner, the ARC provides selection criteria to which PwC responds with a roster of qualified candidates, who will then be interviewed by members of the ARC and senior management, including the Chief Finance Officer and Chief Accounting Officer. The ARC will then discuss the candidates with the current lead engagement partner and ultimately approve the selection of the new lead engagement partner. In 2023, the ARC approved a new lead engagement partner who shadowed the current lead engagement partner during 2024 and commenced service on the Company's audit in 2025. The process for selecting a new lead engagement partner was fulsome and allowed for thoughtful consideration of multiple candidates, each of whom met a list of specified industry and personal criteria, including diversity of thought and background, and experience with complex global clients.
Request for Shareholder Ratification
As a matter of good corporate governance, the Board submits the selection of its independent audit firm to shareholders for ratification each year. If the selection of PwC is not ratified by shareholders, the ARC will reconsider its selection, but no assurance can be given that the Committee will change the appointment. Even if the selection of PwC is ratified, the ARC may appoint a different independent audit firm at any time if it determines that such a change would be appropriate.
Representatives of PwC will participate in the annual meeting of shareholders to answer questions and will have the opportunity to make a statement if they desire to do so.
Audit Matters
Pre-Approval of Audit and Non-Audit Services
The ARC has adopted a Policy for Pre-Approval of Audit and Non-Audit Services Provided by the Independent Auditors (Policy) that includes pre-approval requirements for the audit and non-audit services provided by PwC. All audit and non-audit services provided by PwC in fiscal years 2025 and 2024 and related fees were approved in advance by the ARC. The Committee considered the nature, scope, and projected fees of each service, as well as any potential implications for auditor independence.
The Policy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the ARC may prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted non-audit services are considered for pre-approval by the ARC on an annual basis. Further, the ARC has delegated pre-approval authority to the ARC Chair with respect to any audit or permitted non-audit services up to a limit of $500,000 per engagement. Services with fees exceeding $500,000 require full Committee pre-approval. The ARC receives quarterly reports on the actual services provided by the independent auditor with related fees. No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC's rules.
Independent Auditor Fees
The ARC is responsible for the audit fee negotiations associated with the Company's retention of PwC. The below table presents aggregate fees billed for audit and other services rendered by PwC for the two most recent fiscal years.
Fiscal Year
($ in thousands)
2025
2024
Audit Fees1
$ 16,094
$ 16,225
Audit Related Fees2
-
50
Tax Fees3
745
1,115
All Other Fees4
675
936
Total:
$ 17,514
$ 18,326
(1) "Audit Fees" include fees for financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances, and other attest services required by statute or regulation.
(2) "Audit Related Fees" consist of fees for assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements, audits of stand-alone financial statements, or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations.
(3) "Tax Fees" consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities.
(4) "All Other Fees" primarily reflect fees for system implementation quality assurance services.
Report of the Audit and Risk Committee
Management has primary responsibility for preparing the Company's financial statements and establishing effective internal controls over financial reporting. PricewaterhouseCoopers LLP (PwC), the Company's independent auditor for the year ended December 31, 2025, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles and on the effectiveness of the Company's internal controls over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
During fiscal year 2025, as part of the Audit and Risk Committee's oversight function, the Committee:
Reviewed and discussed the Company's annual audited financial statements, including the critical accounting policies applied by the Company in the preparation of these financial statements, assessment of the effectiveness of internal control over financial reporting, and quarterly financial statements with management and with PwC;
Reviewed related matters and disclosure items, including the Company's earnings press releases, and the processes by which the Company's Chief Executive Officer and Chief Finance Officer certify the information contained in its quarterly and
annual filings;
Reviewed and discussed with management, the internal auditor, and the independent auditor, as appropriate, the audit scopes and plans of both the internal auditor and the independent auditor;
Inquired about significant business and financial reporting risks, reviewed the Company's policies for risk assessment and risk management, and assessed the steps management is taking to control these risks;
Met in periodic executive sessions with each of management, the internal auditor, and the independent auditor to discuss the results of the examinations by the independent and internal auditors, their evaluations of internal controls, and the overall quality of the Company's financial reporting, and any other matters as appropriate;
Discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;
Received the written disclosures and letter from PwC required by applicable requirements of the PCAOB regarding independence and discussed with PwC their independence and related matters. Based on this review and discussion, and a review of the non-audit services provided by PwC during 2025, the Committee believes that the services provided by PwC in 2025 are compatible with, and do not impair, PwC's independence.
In reliance on these reviews and discussions, the Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Exelon Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC. The Committee also reappointed PwC as the Company's independent auditor for 2026.
This report is provided by the following independent directors, who constitute the Audit and Risk Committee: Bryan Segedi, Chair
Linda Jojo
Anna Richo Matthew Rogers
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Exelon Corporation published this content on March 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 20, 2026 at 22:59 UTC.
