UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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EXELON CORPORATION
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March 19, 201515, 2017
AND 20152017 PROXY STATEMENT
To the shareholders of Exelon Corporation:
Our annual meeting of shareholders will be held on Tuesday, April 28, 201525, 2017 at 9:00 a.m. CentralEastern Time at Exelon Corporation headquarters,1310 Point Street, 10 S. Dearborn, Chicago, Illinoisth Floor, Baltimore, Maryland to:
1) | Elect director nominees named in the |
2) | Ratify PricewaterhouseCoopers LLP as Exelon’s independent auditor for |
3) | Approve the compensation of our named executive officers as disclosed in the |
4) |
5) |
Conduct any other business that properly comes before the meeting. |
Shareholders of record as of March 10, 20153, 2017 are entitled to vote at the annual meeting.
On or about March 19, 2015,15, 2017, 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.
Bruce G. Wilson
Senior Vice President,
Deputy General Counsel and Corporate Secretary
Your vote is important. We encourage you to vote promptly.
Internet and telephone voting are available through 11:59 p.m.
Eastern Time on April 27, 2015.24, 2017.
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ii | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
We are providing these proxy materials in connection with the solicitation by the board of directors of Exelon Corporation (“Exelon,” the “company,” “we,” “us,” or “our”), a Pennsylvania corporation, of proxies to be voted at our 20152017 annual meeting of shareholders and at any adjournment or postponement. The annual meeting of shareholders will take place on April 28, 201525, 2017 at 9:00 a.m. CentralEastern Time at Exelon Corporation headquarters,1310 Point Street, 10 S. Dearborn, Chicago, Illinois.th Floor, Baltimore, Maryland.
MATTERS FOR SHAREHOLDER VOTING
At this year’s annual meeting, we are asking our shareholders to vote on the following matters:
Proposal 1: Election of Directors
The board of directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 1 through 111-18 for further information on the nominees.
Proposal 2: Appointment of PricewaterhouseCoopers LLP as independent auditor for 20152017
The board of directors recommends a vote FOR this proposal. See page 3241 for details.
Proposal 3: Advisory Approval of Executive Compensation
The board of directors recommends a vote FOR this proposal. See pages 33-76page 42-86 for details.
Proposal 4: Approve Performance Measures included in Exelon Corporation’s 2011 Long-Term Incentive PlanAdvisory Vote on Frequency of an Advisory Vote on Executive Compensation
The board of directors recommends a vote FOR this proposal.the option of ONE YEAR. See pages 77-80 for details.
Proposal 5: Approve Management Proposal regarding Proxy Access
The board of directors recommends a vote FOR this proposal. See pages 81-85 for details.
Proposal 6: Shareholder Proposal regarding Proxy Access
The board of directors recommends a vote AGAINST this proposal. See pages 86-88page 87 for details.
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 intend to vote on these matters in the best interest of all shareholders. Your signed proxy card gives this authority to Darryl M. BradfordThomas S. O’Neill and Bruce G. Wilson.
Please refer to the material on pages 89-9490-93 for information about how to cast your votes, who may attend the meeting, and other frequently asked questions.
Exelon CorporationNotice of the Annual Meeting and |
Proxy Statement Summary
GOVERNANCE HIGHLIGHTS
Exelon is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our investors, employees, customers, regulatory agencies and other stakeholders. Our corporate governance practices are described in more detail on pagespages 9-2719-33 and in our Corporate Governance Principles which are available on the Exelon website atwww.exeloncorp.com on the corporate governanceGovernance page under the Investors tab.
Director Independence | •
• Our CEO is the only management director.
• During | |
Board Leadership | •
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| • Directors represent the appropriate mix of skills and characteristics required to best fill the needs of the board in light of Exelon’s strategic direction. • 5 of 13 directors (38%) are female or minorities. | |
Accountability & Shareholder Rights | • Extensive shareholder engagement reached holders of approximately 50% of our shares in 2016. • All directors stand for election annually. • In uncontested elections, directors must be elected by a majority of votes cast. • Eligible shareholders may nominate directors through Exelon’s “proxy access” bylaws. | |
Board Practices & Governance | • Our board annually reviews its effectiveness as a group. • Continuing director education is provided during regular board and committee meetings. • The independent directors regularly meet in executive sessions without • Directors may not stand for election after age 75. • Political activities and contributions are disclosed. |
iv | Exelon CorporationNotice of the |
Proxy Statement Summary
Board Oversight of Risk Management | • Our board reviews Exelon’s systematic approach to identifying and assessing risks faced by Exelon and our business units.
• The board considers enterprise risk in connection with emerging trends or developments and the evaluation of capital investments and business opportunities.
• The board’s finance and risk committee oversees our risk management strategy, policies and practices and financial condition and risk exposures. | |
Stock Ownership Requirements | • Our independent directors must hold at least 15,000 shares of Exelon common stock within five years after joining the board.
• Our CEO must, after five years of employment, hold Exelon Common Stock valued at six times base salary.
• Executive vice presidents and higher officers must, within five years after employment or September 30, 2012, hold Exelon Common Stock, valued at three times base salary. | |
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Proxy Statement Summary
2014 EXECUTIVE COMPENSATION HIGHLIGHTS
1 STRONG COMPANY PERFORMANCE
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2 STRONG EXECUTION OF M&A STRATEGY
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3 DECREASE IN CEO REPORTED COMPENSATION
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4 COMMITMENT TO SHAREHOLDER ENGAGEMENT
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5 STRONG INCENTIVE GOAL RIGOR
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Exelon CorporationNotice of the Annual Meeting and |
Proxy Statement Summary
2016 EXECUTIVE COMPENSATION HIGHLIGHTS
We took considerable actions this year on our executive compensation program in response to the failed 2016say-on-pay vote. These actions were in direct response to shareholder feedback received in meetings and calls conducted by the chair of the compensation committee and management beginning in June 2016.
Strong Company Performance
• | Beat adjusted (non-GAAP) operating EPS target for the Annual incentive program by 14 cents |
• | Adjusted (non-GAAP) operating EPS growth in 2016 ($2.68) vs 2015 ($2.49) was 8% |
• | EXCone-year total shareholder return (TSR) (32.8%) outperformed the UTY by 15.4 percentage points and the S&P 500 by 20.9 percentage points |
• | Grew company enterprise value by $14.4 billion through M&A including PHI, ConEd Solutions, and the James A. FitzPatrick Nuclear Power Plant (pending) |
• | NY and IL clean energy regulations and legislation |
• | In 2016, through growth and acquisition achieved Fortune 100 status (only utility company) |
• | All time best nuclear operating performance; best in class |
• | Best on record or best in class utility operating performance |
Rapid Response to Failed 2016Say-on-Pay Vote
• | Reached out to shareholders holding approximately 50% of our shares |
• | Immediately addressed the major shareholder concerns by modifying the Annual and Long-Term incentive programs |
• | Changes included: |
• | Moved performance share (PShares) goal measurement period from annual to3-year |
• | Changed PShare goals to align better with Exelon’s value proposition and strategic initiatives |
• | Removed individual performance multipliers from all incentive programs |
• | Strengthened the TSR modifier |
• | Capped incentive payouts if one-year absolute TSR is negative |
• | Moved operational metrics to Annual incentive program |
• | Removed all legacy change in control taxgross-ups |
CEO Pay for Performance Alignment
• | The board reduced the 2016 Annual incentive program payout from 143% to 100%, in part, to address shareholder concerns that the previous year’s AIP payout was too high relative to TSR performance |
• | The board froze 2017 target pay at 2016 levels |
vi | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Proxy Statement Summary
Goal Rigor
• | 2016 adjusted (non-GAAP) operating EPS target was set 5 cents above 2015 actual performance |
• | 2017 adjusted (non-GAAP) operating EPS target has been set at a meaningful level above the 2016 actual results (which included the impact of approximately 10 cents of favorable load, primarily driven by weather) and reflects significant stretch compared to internal budgeting and Wall Street guidance |
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Cautionary Statements Regarding Forward-Looking Information
This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2014Exelon��s 2016 Annual Report on Form10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 2224 and (2) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.
viii | Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
PROPOSAL 1: ELECTION OF DIRECTORS
The corporate governance committee regularly assesses the size of the board of directors. The committee believes that the current size of the board is appropriate for Exelon, considering the size and geographic scope of the company and our need to access a wide range of views and backgrounds to reflect the diversity and complexity of our business and the markets we serve. There are 13 nominees for director at the 2017 annual meeting.
The board of directors held eight meetings during 2016. The board also attended atwo-day strategy retreat with the senior officers of Exelon and subsidiary companies. All directors attended at least 82% of all board and committee meetings that they were eligible to attend, with an average attendance of approximately 96.84% across all directors for all board and committee meetings. Although Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all directors generally attend the annual meeting and all directors attended the 2016 annual shareholders meeting.
DIRECTOR QUALIFICATIONS AND NOMINATION
Exelon believes that effective development and execution of Exelon’s strategic direction requires a board of directors that includes individuals who bring diverse experiences, skills, backgrounds, viewpoints and perspectives in order to represent effectively the long-term interests of the public and our shareholders. The board of directors seeks to maintain an appropriate balance of diversity, skills and tenure on the board. Fresh perspectives and new ideas are essential to maintain a nimble and strategic board, while long-serving directors can bring important experience to board deliberations.
The corporate governance committee serves as the nominating committee and recommends director nominees. The board of directors receives the proposed nominations from the corporate governance committee and approves the nominees to be included in the Exelon proxy materials that are distributed to shareholders. The board believes that diversity among directors is an important consideration in selecting candidates for nomination. When considering candidates, the corporate governance committee and the full board take into account each candidate’s race, ethnicity, gender, age, cultural background, professional experience and other attributes relevant to our business and strategy. The corporate governance committee and the full board determine the appropriate mix of skills and characteristics required to best fill the needs of the board and periodically review and update the criteria as deemed necessary in light of Exelon’s strategic direction. All candidates are considered in light of the following standards and qualifications for director that are contained in the Exelon Corporate Governance Principles:
• | Highest personal and professional ethics, integrity and values; |
• | An inquiring and independent mind; |
• | Practical wisdom and mature judgment; |
• | Broad training and experience at the policy-making level in business, government, education or technology; |
• | Expertise useful to Exelon and complementary to the background and experience of other Exelon board members; |
• | Willingness to devote the required amount of time to the duties and responsibilities of board membership; |
• | A commitment to serve over a period of years to develop knowledge about Exelon; and |
• | Involvement only in activities or interests that do not create a conflict with responsibilities to Exelon and its shareholders. |
The satisfaction of these criteria is assessed by the corporate governance committee and the board. All of the nominees for director meet the standards listed above. In addition, all of the nominees demonstrate an appreciation for diversity and multiple cultures among directors and a commitment to sustainability and social issues.
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 1 |
Election of Directors
The corporate governance committee and the board of directors regularly consider the company’s strategy and the particular skills, experiences and other qualifications that should be represented on the board as a whole in order to achieve Exelon’s strategic direction. Listed below are summaries of specific qualifications that the corporate governance committee and the board believe must be represented on the board among other qualifications.
• | Financial, accounting and financial reporting experience |
Exelon uses a wide range of financial metrics to measure its operating performance and strategic opportunities. Accurate and transparent financial reporting, measurement of operating performance, and assessment of the financial merits of strategic opportunities are critical to the company’s success.
• | Senior management leadership / CEO experience |
Exelon believes that directors who have significant senior leadership experience as a CEO, senior executive or board chair are better able to recognize and develop leadership skills in others and are more likely to have a practical understanding of organizations and drivers of individual growth and development.
• | Knowledge of Exelon’s business / industry experience |
Exelon engages in a complex business with significant public policy and public safety implications. The development and execution of effective strategy at Exelon depends on directors who have experience with issues of public policy and economics, energy markets, technology, nuclear power, renewable energy, and electric and gas transmission and distribution infrastructure. As the largest operator of nuclear power plants in the country and one of the largest in the world, it is important that the Exelon board include individuals with experience in the operation and oversight of nuclear power facilities.
• | Innovation and technology experience |
The industry in which Exelon conducts its business is changing rapidly with the development of new technologies, changing energy policy and environmental regulation, rapid changes in energy markets, and physical and cyber threats against the security of assets and systems. Exelon recognizes the importance of representation on the board of directors by individuals who possess experience in these areas.
• | Government and regulatory experience |
Exelon is engaged in a business subject to extensive regulation by multiple state and federal regulatory authorities. Experience with and understanding of government regulation is critical to Exelon’s ability to help shape public policy and government regulation that has a direct effect on Exelon’s business and strategy.
• | Risk oversight / risk management experience |
Exelon’s business is subject to a number of highly varied risks that could have a significant effect on public safety and shareholder value. An understanding of the most significant risks facing Exelon is a critical skill that must be represented on the board of directors.
• | Investor relations / investment management experience |
Exelon must assure strong alignment with its investors in setting strategy and direction. For this reason, the Exelon board of directors must include individuals who have an understanding of investments and the investment decision-making process in order to focus management and the board on significant value drivers.
2 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Election of Directors
• | Manufacturing, construction, engineering and performance management experience |
Exelon invests billions of dollars each year on maintenance and growth investments to improve reliability of Exelon’s electric and gas transmission and distribution systems and enhance customer service. Exelon also invests substantial sums each year for maintenance of complex machinery in the generation portfolio and in development and construction of generation assets. Experience with these complex processes is important for the board of directors to provide appropriate decision-making and oversight related to complex capital projects and large and complex organizations and systems.
DIRECTOR NOMINEES
Upon the recommendation of the corporate governance committee, the board nominated the 13 candidates named below for election as directors, each to serve a term ending with the annual meeting in 2016.2018. Each of the nominees 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, 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 corporate governance committee and the board believe the skills and experiences listed above are adequately represented among the nominees for director and that the nominees have a wide diversity of experiences that fill the needs of the board and its committees. For example, ten nominees are current or former CEOs of corporations and three others have senior executive leadership experience. Two directors have extensive nuclear experience. Six directors have experience in banking and investment management. Ten directors have experience with corporate governance matters. Two have served in government or government regulation and one has flag officer military experience. Individual directors have experience or expertise in accounting, auditing, information technology, innovation, utility regulation and operations, and environmental matters, law, the economics of energy, and government affairs. Included in each director nominee’s biographical information is a listing of the key qualifications, skills and experience of each nominee. Each nominee has other qualifications, skills and experiences that are not specifically listed.
The corporate governance committee believes that the current membership of the board representsnominees for director represent an effective mix of directors in terms of the range of backgrounds and experience and diversity. The current board consistsnominees consist of directors who range in age from 5651 to 74,72, with an average age of 64.263 and a median age of 67.62. The tenure of the nominees as directors is similarly varied, with one director having served since the company’s creation in 2000, one since 2002, one since 2005, two since 2007, one since 2008, one since 2009, five since 2012, one since 2013, one since 2015, and one joining in 2013.since 2016. Four directors come from the Chicago area and one each come from the Philadelphia, area,Baltimore, and Washington, D.C. areas, while eightsix come from other parts of the country including major metropolitan areas such as New York and Washington, D.C.
The current directors have a wide diversity of experiences that fill the needs of the board and its committees. Eight directors are current or former CEOs of corporations; one is the former CEO of a university. Two directors have strong nuclear experience. Six directors have experience in banking and investment management. One has served in government and one has flag officer military experience. Individual directors have experience or expertise in accounting, utility regulation and operations, and environmental matters, law, the economics of energy and government affairs.
The board of directors held eight meetings during 2014. The board also attended a two-day strategy retreat with the senior officers of Exelon and subsidiary companies. All directors attended at least 75% of all board and committee meetings that they were eligible to attend, with an average attendance of approximately 98.36% across all directors for all board and committee meetings. Although Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all directors generally attend the annual meeting. Ms. Sue Gin who served as a director since 2000 passed away on September 26, 2014. Hon. Nelson Diaz, who served as a director since 2004, declined to stand for re-election to the board.
The board of directors unanimously recommends a vote “FOR” each of the director nominees below.York.
Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
A graphic summary of the qualifications of all 13 of the nominees as a group is presented below:
The following page presents graphically the characteristics of the directors including diversity, tenure, age and independence:
4 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Election of Directors
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The board of directors unanimously recommends a vote “FOR”
each of the director nominees below.
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 5 |
Election of Directors
ANTHONY K. ANDERSON Retired Vice Chair and Midwest Area Managing Partner of Ernst & Young Age:61 Director since:2013 Committees: Chair-Audit Committee Member-Finance and Risk Committee Member-Generation Oversight Committee | In 2012, Mr. Anderson retired as the Vice Chair and Midwest Area Managing Partner of Ernst & Young, after a 35-year career with E&Y. In that capacity, Mr. Anderson oversaw a practice of 3,500 audit, tax, and transaction professionals serving clients through the Midwest. Mr. Anderson also served for six years in the Los Angeles area as managing partner of E&Y’s Pacific Southwest region. Mr. Anderson also served as a member of KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Government and regulatory experience • Risk oversight / risk management experience Mr. Anderson’s experience as the vice chair of a global professional services firm and his training and experience as an audit partner and certified public accountant enhance his contribution to the Exelon board and add value to his | ||
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6 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Election of Directors
ANN C. BERZIN Former Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (FGIC) Age:64 Director since:2012 Committees: Member-Audit Committee Member-Finance and Risk Committee | Ms. Berzin served as Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (FGIC), an insurer of municipal bonds, asset-backed securities and structured finance KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience Ms. Berzin has broad business and executive leadership experience, as well as expertise in the financial services sector, which is particularly valuable | |||
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Election of Directors
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| • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience • Manufacturing, construction, engineering and performance management experience Mr. Crane oversees a family of companies representing every stage of the energy value chain, including Exelon Generation, one of the largest competitive U.S. power generators, with approximately 32,700 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets; Constellation, which provides energy products and services to more than 2 million residential, public sector and business customers, including more than two-thirds of the Fortune 100; and Exelon’s six utilities, which deliver electricity and natural gas to approximately 10 million customers in Delaware (Delmarva Power & Light Company (DPL)), the District of Columbia (Potomac Electric Power Company (Pepco)), Illinois (ComEd), Maryland (BGE, DPL and Pepco), New Jersey (Atlantic City Electric Company (ACE)) and Pennsylvania (PECO). |
8 | Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
YVES C. DE BALMANN Former Co-Chairman of Bregal Investments LP Age:70 Director since:2012 Committees: Chair-Compensation and Leadership Development Committee (eff. 4/26/16) Member-Corporate Governance Committee (eff. 4/26/16) Member-Finance and Risk Committee |
KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Risk oversight / risk management experience • Investor relations / investment management experience • Manufacturing, construction, engineering and performance management experience Mr. de Balmann has extensive experience in corporate finance, including the derivatives and capital | |||
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Election of Directors
NICHOLAS DEBENEDICTIS Chairman, Aqua America Inc. Age:71 Director since:2002 Committees: Member-Corporate Governance Committee Member-Finance and Risk Committee Member-Generation Oversight Committee | Mr. DeBenedictis is the Chairman (since 1993) KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience • Manufacturing, construction, engineering and performance management experience As a leader in the greater Philadelphia business community, | |||
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Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
NANCY L. GIOIA Former Executive, Ford Motor Company Age:56 Director since:2016 Committees: Member-Finance and Risk Committee (eff. 2/1/16) Member-Generation Oversight Committee (eff. 2/1/16) | Ms. Gioia formerly served as Ford Motor Company’s Director of Global Connectivity, Electrical and User Experience. During Ms. Gioia’s more than 30-year career at Ford, she led the company’s global electrification efforts. In this role, Ms. Gioia developed the technology, vehicle programs and value chain strategies as well as assessed the economic, social and environmental impacts including consumer insights and acceptance. Ms. Gioia worked closely with the Edison Electric Institute, the U.S. Department of Energy and the engineers at Ford to pilot and implement the strategy. Ms. Gioia serves on the board of Brady Corporation (international manufacturer and marketer, since 2013), where she is technology committee chair and serves on the compensation and management development committee. She is the principal of Gioia Consulting Services, LLC, a strategic business advisory company. She previously served on the board and nominating committee of Inforum (women’s professional development and business forum) and is the former chair of the Automotive NEXT executive committee. Since 2014, she has also served as an advisory council member on the board of the University of Michigan Electrical and Computer Engineering Council. KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Innovation and technology experience • Government and regulatory experience • Manufacturing, construction, engineering and performance management experience Ms. Gioia’s extensive background in innovation and product development provides the board with invaluable expertise. Ms. Gioia holds a bachelor of science in Electrical Engineering from the University of Michigan and a master of science in Manufacturing Systems Engineering from Stanford University. |
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Election of Directors
LINDA P. JOJO Executive Vice President and Chief Information Officer of United Continental Holdings, Inc. Age:51 Director since:2015 Committees: Member-Compensation and Leadership Development Committee (eff. 2/1/16) Member-Finance and Risk Committee | Ms. Jojo is Executive Vice President and Chief Information Officer of United Continental Holdings, Inc. She is responsible for the effective implementation and management of technology strategy and solutions to support United’s global business. She has held her current position at United since September 2014. Prior to joining United, she served as Executive Vice President and Chief Information Officer for Rogers Communications Inc., a position she assumed in July 2011. There she was responsible for all IT systems for both customer facing and business support systems. Ms. Jojo served from 2008 to 2011 as Senior Vice President and Chief Information Officer for Energy Future Holdings Corporation in Dallas, which holds a portfolio of competitive and regulated energy companies. She served as Chief Information Officer of Flowserve Corporation in Irving, Texas, from June 2004 to 2008. Ms. Jojo worked for nearly 15 years in leadership positions at General Electric, ultimately serving as the Chief Information Officer of GE Silicones. She started her career at Digital Equipment Corporation. She is also on the board of trustees of the Adler Planetarium in Chicago. KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Innovation and technology experience • Manufacturing, construction, engineering and performance management experience Ms. Jojo has a wealth of experience leading complex IT organizations and brings important information technology and innovation expertise to Exelon’s board of directors. Ms. Jojo holds a bachelor’s degree in Computer Science and a master’s degree in Industrial Engineering, both from Rensselaer Polytechnic Institute, Troy, N.Y. |
12 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Election of Directors
PAUL L. JOSKOW, PH. D. President of the Alfred P. Sloan Foundation Age:69 Director since:2007 Committees: Member-Audit Committee Member-Finance and Risk Committee Member-Investment Oversight Committee | Dr. Joskow has been the President and CEO of the Alfred P. Sloan Foundation since January 1, 2008. The Sloan Foundation is a philanthropic institution that supports research and education in science, technology and economic performance. Dr. Joskow will retire as President of The Sloan Foundation at the end of 2017. He is also the Elizabeth and James Killian Professor of Economics and Management Emeritus at the Massachusetts Institute of Technology (MIT). Dr. Joskow joined the MIT faculty in 1972 and served as head of the MIT Department of Economics (1994-1998) and Director of the MIT Center for Energy and Environmental Policy Research (1999-2007). At MIT he was engaged in teaching and research in the areas of industrial organization, energy and environmental economics, competition policy, and government regulation of industry for over 35 years. Much of his research and consulting activity has focused on the electric power industry, electricity pricing, fuel supply, demand, generating technology, and regulation. Dr. Joskow intends to return to MIT following his retirement from The Sloan Foundation at the end of 2017. He is a Fellow of the American Academy of Arts and Sciences, the Econometric Society and a Distinguished Fellow of the American Economic Association. He has served on the U.S. Environmental Protection Agency’s | ||
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| • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience Dr. Joskow’s extensive background in economics and experience as a utilities director offer a unique set of skills to the company’s board of directors. |
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Election of Directors
ROBERT J. LAWLESS Former Chairman of the Board of McCormick & Company, Inc. Age:70 Director since:2012 Committees: Chair-Corporate Governance Committee Member-Compensation and Leadership Development Committee Member-Finance and Risk Committee (eff. 2/1/16) | Mr. Lawless served as Chairman of the Board of McCormick & Company, Inc. (food manufacturing industry) from January 1997 until March 2009, having also served as President until December 2006 and Chief Executive Officer until January 2008, and is now retired. He is also a director of The Baltimore Life Insurance Company. Mr. Lawless served as a director of Constellation Energy Group from 2002 through March 2012 when Constellation merged with Exelon. KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Investor relations / investment management experience • Manufacturing, construction, engineering and performance management experience Mr. Lawless has extensive executive leadership and strategic planning experience. As a former chief executive officer of a public company, he can provide a critical perspective on issues affecting public companies. | |||
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14 | Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
RICHARD W. MIES President and Chief Executive Officer of The Mies Group, Ltd. Age:72 Director since:2009 Committees: Chair-Generation Oversight Committee Member-Audit Committee Member-Finance and Risk Committee | Admiral Mies is President and Chief Executive Officer of The Mies Group, Ltd, a private consulting firm that provides strategic planning and risk assessment advice and assistance to clients on international security, energy, defense, and maritime issues. A KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Innovation and technology experience • Government and regulatory experience • Risk oversight / risk management experience • Manufacturing, construction, engineering and performance management experience Admiral Mies makes a unique contribution to Exelon’s generation oversight, finance and risk, and audit committees through his extensive leadership experience with nuclear power and strategic planning in the Navy and in business and through his experience on the boards of other companies. | |||
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Exelon CorporationNotice of the Annual Meeting and | 15 |
Election of Directors
JOHN W. ROGERS, JR. Chairman and CEO of Ariel Investments, LLC Age:58 Director since:2000 Committees: Chair-Investment Oversight Committee Member-Corporate Governance Committee Member-Finance and Risk Committee (eff. 2/1/16) | Mr. Rogers is the founder, Chairman and CEO of Ariel Investments, LLC, an institutional money management firm with over $9 billion in assets under management, and serves as trustee of the Ariel Investment Trust. Since 2003, he has served as a director of McDonald’s Corporation (global foodservice retailer) where he has served on the compensation, finance and KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience Mr. Rogers’ experience on the boards of a number of major corporations based in Chicago in a variety of industries has made him a leader in the Chicago business community with perspective into Chicago business developments. His role in Chicago’s and the nation’s African-American community brings diversity to the board and emphasis to Exelon’s diversity initiatives and community outreach. His experience in investment management and financial markets and as a director of an insurance brokerage and services company are useful to Exelon, particularly with respect to risk management and the management of Exelon’s extensive nuclear decommissioning and pension and post-retirement benefit trust funds, which are overseen by the investment oversight committee, which he chairs. Mr. Rogers’ service on the boards and committees of other companies has given him experience that adds further depth to the Exelon corporate governance committee. He has spoken at and participated in a number of corporate governance conferences. He was named by the Outstanding Directors Exchange as one of six 2010 Outstanding Directors. | |||
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16 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Election of Directors
MAYO A. SHATTUCK III Former Chairman, President and Chief Executive Officer of Constellation Energy Age:62 Director since:2012 Chairman of the Board Committees: Member-Finance and Risk Committee (eff. 2/1/16) Member-Generation Oversight Committee Member-Investment Oversight Committee | Mr. Shattuck is Chairman of the Board of Exelon Corporation. Previously, Mr. Shattuck served as the Executive Chairman from March 2012 to February 2013. Prior to joining Exelon, Mr. Shattuck was the Chairman, President and Chief Executive Officer of Constellation Energy, a position he held from 2001 to March 2012. Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board of Deutsche Bank Alex. Brown and, during his tenure, served as Global Head of Investment Banking and Global Head of Private Banking. From 1997 to 1999, he served as Vice Chairman of Bankers Trust Corporation, which merged with Deutsche Bank in June 1999. From 1991 until 1997, Mr. Shattuck was President and Chief Operating Officer and a Director of Alex. Brown Inc., which merged with Bankers Trust in September 1997. Mr. Shattuck is the past Chairman of the Board of the Institute of Nuclear Power Operations and was previously a member of the executive committee of the board of Edison Electric Institute. He was also Co-Chairman of the Center for Strategic & International Studies Commission on Nuclear Policy in the United States. He currently serves on the board of directors of Gap Inc. and is chairman of its audit and finance committee. He also serves as a director of Capital One Financial Corporation, where he is chairman of its compensation committee, and Alarm.com Holdings, Inc., where he is a member of the nominating and governance committee. KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Knowledge of Exelon’s business / industry experience • Innovation and technology experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience • Manufacturing, construction, engineering and performance management experience Mr. Shattuck’s qualifications to serve as director include his extensive experience in business and the energy industry in particular, gained from his service as Constellation Energy’s Chief Executive Officer, which enables him to effectively identify strategic priorities and execute strategy. His financial expertise gained from his years of experience in the financial services industry also brings a valuable perspective to the board. | |||
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Exelon CorporationNotice of the Annual Meeting and |
Election of Directors
STEPHEN D. STEINOUR Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated Age:58 Director since:2007 Committees: Chair-Finance and Risk Committee Member-Audit Committee | Mr. Steinour KEY EXPERIENCE AND SKILLS: • Financial, accounting and financial reporting experience • Senior Management Leadership / CEO Experience • Innovation and technology experience • Government and regulatory experience • Risk oversight / risk management experience • Investor relations / investment management experience Mr. Steinour’s experience as Chairman and CEO of Huntington Bancshares gives him a strong background in mergers and acquisitions, including post-merger integration and conversions, as well as in business development, business creation and partnerships. His experience at Citizens Bank gave him knowledge of the markets that Exelon Generation and PECO serve. His experience as a banker, with strong credit and risk management experience and knowledge of credit and capital markets, and his experience as Chairman and CEO of Huntington Bancshares enhances Mr. Steinour’s value to the Exelon board and to the finance and risk and audit committees. | |||
The National Association of Corporate Directors named Mr. Steinour to its 2016 “Directorship 100.”
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Exelon CorporationNotice of the Annual Meeting and |
Election of DirectorsCorporate Governance at Exelon
DIRECTOR INDEPENDENCE
Under Exelon’s Corporate Governance Principles, a substantial majority of the board must be composed of independent directors, as defined by the NYSE. In addition to complying with the NYSE rules, Exelon monitors the independence of audit and compensation and leadership development committee members under rules of the SEC (for members of the audit committee and compensation and leadership development committee) and the Internal Revenue Service (for members of the compensation and leadership development committee). The board has adopted independence criteria corresponding to the NYSE rules for director independence and the following categorical standards to address those relationships that are not specifically covered by the NYSE rules:
1. | A director’s relationship with another company with which Exelon does business will not be considered a material relationship that would impair the director’s independence if the aggregate of payments made by Exelon to that other company, or received by Exelon from that other company, in the most recent fiscal year, is less than the greater of $1 million or 5% of the recipient’s consolidated gross revenues in that year. In making this determination, a commercial transaction will not be deemed to affect a director’s independence, if and to the extent that: (a) the transaction involves rates or charges that are determined by competitive bidding, set with reference to prevailing market prices set by a well-established commodity market, or fixed in conformity with law or governmental authority; or (b) the provider of goods or services in the transaction is determined by the purchaser to be the only practical source for the purchaser to obtain the goods or services. |
2. | If a director is a current employee, or a director’s immediate family member is an executive officer, of a charitable or othertax-exempt organization to which Exelon has made contributions, the contributions will not be considered a material relationship that would impair the director’s independence if the aggregate of contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or 2% of that organization’s consolidated gross receipts in that year. In any other circumstance, a director’s relationship with a charity or othertax-exempt organization to which Exelon makes contributions will not be considered a material relationship that would impair the director’s independence if the aggregate of all contributions made by Exelon to that organization in its most recent fiscal year is less than the greater of $1 million or 5% of that organization’s consolidated gross receipts in that year. Transactions and relationships with charitable and othertax-exempt organizations that exceed these standards will be evaluated by the board to determine whether there is any effect on a director’s independence. |
Each year, directors are requested to provide information about their business relationships with Exelon, including other boards on which they may serve, and their charitable, civic, cultural and professional affiliations. We also gather information on significant relationships between their immediate family members and Exelon. All relationships are evaluated by Exelon’s Office of Corporate Governance for materiality. Data on transactions between Exelon and companies for which an Exelon director or an immediate family member serves as a director or executive officer are presented to the corporate governance committee, which reviews the data and makes recommendations to the full board regarding the materiality of such relationships for the purpose of assessing director independence. The corporate governance committee considers other factors that may be relevant to director independence, such as tenure and personal relationships. The same information is considered by the full board in making the final determination of independence.
Mr. Shattuck is not considered an independent director because of his employment as executive chairman of Exelon through February 2013. Mr. Crane is not considered an independent director because of his employment as president and chief executive officer of Exelon. Each of the other current Exelon directors was determined by our board of directors to be “independent” under applicable guidelines presented above. The amounts involved in the transactions between Exelon and its subsidiaries, on the one hand, and the companies with which a director or an immediate family member is associated, on the other hand, all fell below the thresholds specified by the NYSE rules and the categorical standards specified in the company’s Corporate Governance Principles. Because Exelon provides utility services through its subsidiaries ACE, BGE, DPL, ComEd, PECO, Pepco and Constellation and many of its directors live in areas served by the Exelon subsidiaries, many of the directors are affiliated with businesses and charities that receive utility services from Exelon’s subsidiaries. The corporate governance
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Corporate Governance at Exelon
committee does not review transactions pursuant to which Exelon sells gas or electricity to these businesses or charities at
Election of Directors
tariffed rates. Similarly, because Exelon and its subsidiaries are active in their communities and make substantial charitable contributions, and many of Exelon’s directors live in communities served by Exelon and its subsidiaries and are active in those communities, many of Exelon’s directors are affiliated with charities that receive contributions from Exelon and its subsidiaries. None of the directors or their immediate family members is an executive officer of any charitable organizations to which Exelon or its subsidiaries contribute. All such payments to charitable organizations were immaterial under the applicable independence criteria.
We describe below various transactions and relationships considered by the board in assessing the independence of Exelon directors.
Anthony K. Anderson
Mr. Anderson serves as a director of a company that is a customer of Exelon. The company paid Exelon approximately $1.5 million in 2016.
Ann C. Berzin
Ms. Berzin serves as a director of a public company that provides equipment and services to Exelon Generation. In 2014,2016, Exelon paid that company approximately $635,000.$134,000.
Nicholas DeBenedictis
Mr. DeBenedictis serves as the non-executive chairman president and chief executive officer of a public water utility company that received approximately $600,000$11 million from Exelon for water supplies. Exelon made these purchases under tariffed utility rates. The company is also a customer of Exelon and paid approximately $14.1 million to Exelon in 2016. Mr. DeBenedictis serves as a director of anot-for-profit company that received approximately $4.3 million from Exelon in 2016 for health care coverage for Exelon employees. The company also paid Exelon approximately $2.2 million for power in 2016. Mr. DeBenedictis serves as a director of a not-for-profitcompany which provides asset protection solutions. Exelon paid that company approximately $1.8 million in 2016. Mr. DeBenedictis also serves on the Advisory Board of a company which provides engineering consulting services for which Exelon paid approximately $3 million in 2016. Mr. DeBenedictis serves as a director of a company that received $3,900,000 from Exelon paid $2.3 million for health care coverageRenewable Energy Credits in 2016. Mr. DeBenedictis also serves on the Advisory Board of a company which provides financial services for which Exelon employees.paid $13 million in 2016.
Linda P. Jojo
Ms. Jojo is an employee of a commercial airline. In 2016, Exelon paid that company approximately $5.2 million.
Richard W. Mies
Admiral Mies serves as the director of a public company that provides services to Exelon Generation. In 2014,2016, Exelon paid that company approximately $6,800,000.
Dr. William C. Richardson
Dr. Richardson$4.8 million. Admiral Mies also serves as a director ofconsultant to a public company that provided financial servicesacted as a consultant to Exelon. In 2014,Exelon in 2016. Exelon paid thethat company approximately $4,000,000.$3.6 million in 2016.
John W. Rogers, Jr.
Mr. Rogers serves as a director of a company that is a customer of Exelon. The company paid Exelon approximately $19,000,000$18.7 million in 2014.2016.
Mayo A. Shattuck III
Mr. Shattuck serves as a director of a company that paid Exelon approximately $300,000 in 2016. Mr. Shattuck also serves as the director of a public company that paid Exelon approximately $7.9 million for purchases from Constellation in 2016.
Stephen D. Steinour
Mr. Steinour is the chairman, president and chief executive officer of a company that provided financial services to Exelon. In 2014,2016, Exelon paid that company approximately $734,000.$300,000. For additional information, see Related Person Transactions below.
Exelon CorporationNotice of the Annual Meeting and |
Election of DirectorsCorporate Governance at Exelon
RELATED PERSON TRANSACTIONS
Exelon has a written policy for the review and approval or the ratification of related person transactions. Transactions covered by the policy include commercial transactions for goods and services and the purchase of electricity or gas atnon-tariffed rates from Exelon or any of its subsidiaries by an entity affiliated with a director or officer of Exelon. The retail purchase of electricity or gas from ACE, BGE, ComEd, DPL, PECO or PECOPepco at rates set by tariff, and transactions between or among Exelon or its subsidiaries are not considered. Charitable contributions approved in accordance with Exelon’s Charitable Contribution Guidelines are deemed approved or ratified under the Related Persons Transaction policy and do not require separate consideration and ratification.
As required by the policy, the board reviewed all commercial, charitable, civic and other relationships with Exelon in 20142016 that were disclosed by directors and executive officers of Exelon, ACE, BGE, ComEd, DPL, PECO and PECO,Pepco, and by executive officers of Exelon Generation that required separate consideration and ratification. The Office of Corporate Governance collected information about each of these transactions, including the related persons and entities involved and the dollar amounts either paid by or received by Exelon. The Office of Corporate Governance also conducted additional due diligence, where required to determine the specific circumstances of the particular transaction, including whether it was competitively bid or whether the consideration paid was based on tariffed rates.
The corporate governance committee and the board reviewed the analysis prepared by the Office of Corporate Governance, which identified those related person transactions which required ratification or approval, under the terms of the policy, or disclosure under the SEC regulations. The corporate governance committee and the board considered the facts and circumstances of each of these related person transactions, including the amounts involved, the nature of the director’s or officer’s relationship with the other party to the transaction, whether the transaction was competitively bid and whether the price was fixed or determined by a tariffed rate.
The committee recommended that the board ratify all of the transactions. On the basis of the committee’s recommendation, the board did so. Several transactions were ratified because the related person served only as a director of the affiliated company, was not an officer or employee of the affiliated company and did not have a pecuniary or material interest in the transaction. For some of these transactions, the value or cost of the transaction was very small, and the board considered the de minimis nature of the transaction as further reason for ratifying it. The board approved and ratified other transactions that were the result of a competitive bidding process, and therefore were considered fairly priced, or arms length,arms-length, regardless of any relationship. The remaining transactions were approved by the board, even though the director is an executive officer of the affiliated company, because the transactions involved only retail electricity or gas purchases under tariffed rates or the price and terms were determined as a result of a competitive bidding process. Only one of the related person transactions is required to be disclosed in this proxy statement.
Huntington Bank is a lender to Exelon and its subsidiaries and participates in their credit facilities. Huntington participates in the credit facilities on the same basis as other participating banks with terms based on a competitive process with a syndicate of banks. In 2014,2016, Exelon and its subsidiaries paid Huntington Bank approximately $734,000$300,000 in fees for credit facilities and letters of credit. Mr. Steinour, an Exelon director, is also Chairman, President and Chief Executive Officer of Huntington Bancshares, the parent of Huntington Bank.
The corporate governance committee and the Exelon board reviewed Huntington Bank’s participation in the credit facilities as related person transactions and concluded that the transactions were in the best interests of Exelon because Huntington participates in the credit facilities on terms equivalent to those of an unrelated bank. There is no indication that Mr. Steinour was involved in the negotiations of the credit facilities or had any direct or indirect material interest in the transactions or influence over them. As compared to Exelon’s and Huntington’s overall revenues, the transactions are immaterial, individually and in the aggregate.
Exelon CorporationNotice of the Annual Meeting and |
Corporate Governance at Exelon
CORPORATE GOVERNANCE PRINCIPLES
Exelon is committed to maintaining the highest standards of corporate governance. We believe that strong corporate governance is critical to achieving our performance goals and maintaining the trust and confidence of investors, employees, customers, regulatory agencies and other stakeholders.
CORPORATE GOVERNANCE PRINCIPLES
Our Corporate Governance Principles, together with the board committee charters, provide the framework for the effective governance of Exelon. The board of directors has adopted our Corporate Governance Principles to address matters including qualifications for directors, standards of independence for directors, election of directors, responsibilities and expectations of directors, and evaluating board, committee and individual director performance. The Corporate Governance Principles also address director orientation and training, the evaluation of the chief executive officer and succession planning. The Corporate Governance Principles are revised from time to time to reflect emerging governance trends and to better address the particular needs of the company as they change over time.
THE BOARD’S FUNCTION AND STRUCTURE
Exelon’s business, property and affairs are managed under the direction of the board of directors. The board is elected by shareholders to oversee management of the company in the long-term interest of all shareholders. All directors stand for election annually and in uncontested elections must be elected by a majority of the votes cast. The board considers the interests of other constituencies, which include customers, employees, annuitants, suppliers, the communities we serve, and the environment. The board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.
BOARD LEADERSHIP
Exelon’s Corporate Governance Principles establish the position of Lead Director. The Lead Director is an independent director elected by the independent directors of the Exelon board, upon the recommendation of the corporate governance committee, with responsibilities to act at any time when (1) the positions of chairman of the board and the chief executive officer are held by the same person; or (2) for other reasons the person holding the position of chairman of the board is not an independent director under the applicable director independence standards.
As specified in the Corporate Governance Principles, the role of the Lead Director includes:
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The Corporate Governance Principles grant the board of directors discretion to separate the roles of chairman and chief executive officer if the board determines that such a separation is in the best interests of Exelon and its shareholders. Upon the completion of the merger between Exelon and Constellation Energy Group in 2012, the board of directors separated the positions of chairman of the board and chief executive officer. The board appointedCurrently, Mayo A. Shattuck III toserves as the independent chairman of the board of directors. Christopher M. Crane serves as president and chief executive officer of Exelon.
As specified in the Corporate Governance Principles, in the event the chairman of the board cannot fulfill his duties, the chair of the corporate governance committee would serve as the acting chairman of the board until such time as a chairman of the board is selected.
Exelon’s Corporate Governance Principles establish the position of Lead Director when (1) the positions of chairman of the board and the chief executive chairman and Christopher M. Crane toofficer are held by the same person, or (2) for other reasons the person holding the position of chief executive officer. Mr. Shattuck served as executive chairman from March 2012 through February 2013 and he continuesof the board is not an independent director under the applicable director independence standards. Exelon’s chairman of the board is currently an independent director, so the board has not appointed a Lead Director. In the absence of appointment of a Lead Director when a Lead Director is required, the Corporate Governance Principles call for the chair of the corporate governance committee to serve as non-executive chairmanthe Lead Director. Exelon’s Corporate Governance Principles specify in detail the responsibilities of the Lead Director.
22 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Corporate Governance at Exelon board.
The board believes that Exelon has in place effective arrangements and structures to ensure that the company maintains the highest standard of corporate governance and board independence and independent board leadership and continued accountability of the chairman and the CEO to the board. These arrangements and structures include:
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The audit, compensation and leadership development, and corporate governance |
• | A significant portion of the business of the Exelon board is reviewed or approved by the board’s committees, and the agendas of the board’s committees are driven by the independent chairs through their discussions with management. |
• | The board agendas, in turn, are determined in large part by the committee agendas, and discussions at board meetings are driven to a significant degree by the committee agendas and the reports the committee chairs present to the full board. |
• | The performance and compensation of the CEO is reviewed annually by the full board in executive session under the leadership of the corporate governance and compensation and leadership development committees. |
DIRECTOR RETIREMENT POLICY
Exelon’s director retirement policy provides that independent directors must retire at the end of the calendar year in which he or she reaches the age of 75. Also, independent directors are required to submit to the board of directors a letter offering to resign if his or her principal occupation or business association changes substantially during his or her tenure as a director. The corporate governance committee will review and recommend to the board the action, if any, to be taken with respect to the offer of resignation.
BOARD OVERSIGHT OF RISK
The company operates in a market and regulatory environment that involves significant risks, many of which are beyond its direct control. The company has aan enterprise risk management (ERM) group consisting of a Chief Enterprise Risk Officer, a Chief Commercial Risk Officer, a Chief Credit Officer, a Vice President of ERM Operations, a Vice President of ERM Analytics and a full-time staff of 133.124. The risk management group draws upon other company personnel for additional support on various matters related to the identification, assessment, management, mitigation and managementmonitoring, through established key risk indicators, of enterprise risks. The company also has a Risk Management Committee comprising select senior officers of the company officers who meet regularly to discuss matters related to enterprise risk management generally and particular risks associated with new developments or proposed transactions under consideration. Management of the company regularly meets with theThe Chief Enterprise Risk Officer and the Risk Management Committee regularly meet with management of the company to identify and evaluate the most significant risks of the businesses and appropriate steps to manage and mitigate those risks. In addition, the Chief Enterprise Risk Officer and the risk management group perform an annuala regular assessment of enterprise risks, drawing upon resources throughout the company for an assessment of the probability and severity of the identified risks. The Chief Enterpriserisks as well as the control effectiveness. These risk assessments, which also include the review of operating company-specific key risk indicators, are discussed at operating company Risk OfficerManagement Committees before being aggregated and senior executives of the company discuss those
risksreported and discussed with the board’s finance and risk committee as well as the audit committee and, when appropriate, the BGE, ComEd, PECO and PECOPHI boards of directors. In addition, theThe Exelon board’s generation oversight committee evaluates risks related to the company’s generation business. The committees of the Exelon board regularly report to the full board on the committees’ discussions of enterprise risks. In addition,Furthermore, the Exelon board regularly discusses enterprise risks in connection with consideration of emerging trends or developments and in connection with the evaluation of capital investments and other business opportunities and business strategies.
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 23 |
Corporate Governance at Exelon
BOARD/COMMITTEE/DIRECTOR EVALUATION
The board has a three-partan annual evaluation process that is coordinated by the Lead Director andchair of the corporate governance committee: committee self-evaluations; a full board evaluation; and the evaluation of the individual directors. The committee self-evaluations consider whether and how well each committee has performed the responsibilities in its charter, whether the committee members possess the right skills and experience to perform their responsibilities or whether additional education or training is required, whether there are sufficient meetings covering the right topics, whether the meeting materials are effective, and other matters. The full board evaluation considers the following factors, among others, in light of the committee self-assessments: (1) the effectiveness of the board organization and committee structure; (2) the quality of meetings, agendas, presentations and meeting materials; (3) the effectiveness of director preparation and participation in discussions; (4) the effectiveness of director selection, orientation and continuing education processes; (5) the effectiveness of the process for establishing the CEO’s performance criteria and evaluating his performance; and (6) the quality of administrative planning and logistical support.
Individual director performance assessments are conducted informally as needed and involve a discussion among the Lead Directorchairman and other directors, including members of the corporate governance committee, using the performance expectations for directors contained in the Corporate Governance Principles. In addition, the Lead Director, the chairmanchair of the corporate governance committee or the chairman of the board provides individual feedback, as necessary.
DIRECTOR EDUCATION
The board has aan orientation and onboarding program for orienting new directors and providingprovides continuing education for all directors that is overseen by the corporate governance committee. 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 acquired before joining the board. New directors receive materials about Exelon, the board and board policies and operations and attend meetings with the CEO and executive vice presidents and members of their staff for a briefingbriefings on the executives’ responsibilities, programs and challenges. New directors are also scheduledinvited for tours of various company facilities, depending on their orientation needs (incumbentneeds. Incumbent directors are also invited to participate in the site visits, if available).visits.
Continuing director education is provided during portions of regular board and committee meetings and focuses on the topics necessary to enable the board to consider effectively issues before them at that time (such as new regulatory or accounting standards). The education often takes the form of “white papers,” covering timely subjects or topics, which a director can review before the meeting and ask questions about during the meeting. The audit committee devotes a meeting each year to educating the committee members about new accounting rules and standards, and topics that are necessary to having a good understanding of our accounting practices and financial statements. The generation oversight committee uses site visits as a regular part of education for its members; the committee holds each meeting at a different generating station (nuclear, fossil or hydro) and the agenda always includes a briefing by local plant management, a tour of the facility and lunch with plant personnel. Continuing director education also involves individual directors’ attendance at director education seminars.seminars and programs sponsored by other organizations. The company pays the cost for any director to attend outside director education seminars on corporate governance or other topics relevant to their service as directors.
Exelon CorporationNotice of the Annual Meeting and |
Corporate Governance at Exelon
INFORMATION ABOUT THE BOARD COMMITTEES
In determining the membership of the committees, the corporate governance committee has sought to have each committee reflect a range of backgrounds and experience and diversity. Every member of the audit committee qualifies as an “audit committee financial expert,” as defined by SEC rules, and most of the members serve or have served on audit committees of other companies. The chairs of the audit and finance and risk committees sit on each other’s committees, and there is significant overlap in the membership of the committees reflecting the overlap in responsibilities. Similarly, the chairs of the corporate governance and compensation and leadership development committees sit on each other’s committees, which is helpful in the company’s process for evaluating the performance and setting the compensation of the CEO. Almost all of theSeveral members of the corporate governance committee serve or have served on the corporate governance committees of other corporations. Several of the members of the compensation and leadership development committee have served on the compensation committees of other corporations. The investment oversight committee includes members with experience in investment banking and the economics of energy. Effective February 1, 2016, the finance and risk committee includes all members of the board of directors. The finance and risk committee, therefore, includes members with experience in the economics of energy, nuclear operations, and banking and investment management, reflecting experience in dealing with the range of risks that the company faces.
In 2014,2016, six standing committees assisted the board in carrying out its duties: the audit committee, the compensation and leadership development committee, the corporate governance committee, the finance and risk committee, the generation oversight committee and the investment oversight committee. The energy delivery oversight committee was terminated effective January 1, 2014. The chairman and the CEO are invited guests and are welcome to attend all committee meetings, except for the CEO when the independent directors meet in executive session. The committees, their membership during 2014,2016 and current memberships, changes in committee assignments in 2014,2016, and their principal responsibilities are described below:
Audit | Compensation and Leadership Development | Corporate Governance | Finance and Risk | Generation Oversight | Investment Oversight | |||||||
Canning (Chair)2 | Lawless (Chair) | Steinour (Chair) | Mies (Chair) | Rogers (Chair) | ||||||||
Berzin | Canning2 | Anderson | Anderson | Crane | ||||||||
de Balmann1 | Jojo4 | de Balmann3 | Berzin | Crane | Joskow | |||||||
Joskow | Lawless | DeBenedictis | ||||||||||
DeBenedictis | ||||||||||||
Mies | ||||||||||||
Rogers | Gioia4 | |||||||||||
Steinour | de Balmann | Shattuck | ||||||||||
DeBenedictis | ||||||||||||
Gioia4 | ||||||||||||
Jojo | ||||||||||||
Joskow | ||||||||||||
Lawless4 | ||||||||||||
Mies | ||||||||||||
Rogers4 | ||||||||||||
Shattuck4 |
Notes to Committee Membership Table:Notes:
Exelon CorporationNotice of the Annual Meeting and |
Corporate Governance at Exelon
AUDIT COMMITTEE
Report of the Audit Committee
The audit committee’s primary responsibility is to assist the board of directors in fulfilling its responsibility to oversee and review the quality and integrity of the company’s financial statements and internal controls over financial reporting, the independent auditor’s qualifications and independence, and the performance of the company’s internal audit function and of its independent auditor.
The audit committee is comprised entirely of independent directors and is governed by a board-approved, written charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The audit committee charter was last amended on January 27, 2015,31, 2017, and is available on the Exelon website atwww.exeloncorp.com on the corporate governanceGovernance page under the Investors tab, and is available in print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 9089 of this proxy statement.
The audit committee satisfies the independence, financial experience and other qualification requirements of the New York Stock Exchange (NYSE) and applicable securities laws and regulations. The board of directors has determined that each of the members of the audit committee is an “audit committee financial expert” for purposes of the SEC’s rules and also that each of the members of the audit committee is independent as defined by the rules of the NYSE and Exelon’s Corporate Governance Principles.
Under its charter, the audit committee’s principal duties include:
• | Having sole authority to appoint, retain, or replace the independent auditor, subject to shareholder ratification, and to oversee the independence, compensation and performance of the independent auditor; |
• | Reviewing financial reporting and accounting policies and practices; |
• | Overseeing the work of the internal auditor and reviewing internal controls; |
• | With the advice and assistance of the finance and risk committee, |
• | Reviewing policies and procedures with respect to internal audits of officers’ and directors’ expenses, compliance with Exelon’s Code of Business Conduct, and the receipt and |
The audit committee receives an annual report from the finance and risk committee of the board of directors regarding corporate risk management policy and other areas overseen by the finance and risk committee. Most membersEach member of the audit committee also serveserves on the finance and risk committee. On occasion, the audit and finance and risk committees meethave met jointly to review areas of mutual interest between the two committees.
The audit committee meets outside the presence of management for portions of its meetings to hold separate discussions with the independent auditor, the internal auditors, and the chief legal officer.
The audit committee met seven times in 2014,2016, fulfilling its duties and responsibilities as outlined in its charter, as well as receiving periodic updates on the company’s financial performance and strategic initiatives, as well as other matters germane to its responsibilities.
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, is responsible for auditing those financial statements and expressing an opinion on the conformity of the company’s audited financial
Corporate Governance at Exelon
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.
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Corporate Governance at Exelon
In this context, the audit committee has reviewed and discussed with management and PwC the company’s audited financial statements contained in the 20142016 Annual Report on SEC Form10-K, including the critical accounting policies applied by the company in the preparation of these financial statements. The audit committee discussed with PwC the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB), and had the opportunity to ask PwC questions relating to such matters. These discussions included the quality, and not just the acceptability, of the accounting principles utilized, the reasonableness of significant accounting judgments, and the clarity of disclosures in the financial statements.
At each of its meetings in 2014,2016, the audit committee met with the company’s chief financial officer corporate controller and other senior members of the company’s financial management. The audit committee reviewed with PwC and the company’s internal auditorsauditor the overall scope and plans for their respective audits in 2014.2016. The audit committee also received regular updates from the company’s internal auditorsauditor on internal controls and business risks and from the company’s general counsel on compliance and ethics issues.
The audit committee met with the internal auditorsauditor and PwC, with and without management present, to discuss their evaluations of the company’s internal controls and the overall quality of the company’s financial reporting. The audit committee also met with the company’s general counsel and deputy general counsel, , with and without management present, to review and discuss compliance and ethics matters, including compliance with the company’s Code of Business Conduct.
TheOn an ongoing basis, the audit committee annually considers the independence, qualifications, compensation and performance of PwC. Such consideration includes reviewing the written disclosures and the letter provided by PwC in accordance with applicable requirements of the PCAOB regarding PwC’s communications with the audit committee concerning independence, and discussing with PwC their independence.
The audit committee is responsible for the approval of audit fees, and the committee reviewed andpre-approved all fees paid to PwC in 2014.2016. The audit committee has adopted a policy forpre-approval of services to be performed by the independent auditor. Further information on this policy and on the fees paid to PwC in 20142016 and 20132015 can be found in the section of this proxy statement titled “Ratification of PriceWaterhouseCoopers LLP as Exelon’s Independent Auditor for 2015.2017.” The audit committee periodically reviews the level of fees approved for payment to PwC and the pre-approved non-auditpre-approvednon-audit services PwC has provided to the company to ensure their compatibility with independence. The audit committee also monitors the company’s hiring of former employees of PwC.
The audit committee monitors the performance of PwC’s lead partner responsible for the audit, oversees the required rotation of PwC’s lead audit partner and, through the audit committee chair, reviews and considersapproves the selection of the lead audit partner. In addition, to help ensure auditor independence, the audit committee periodically considers whether there should be a rotation of the independent auditor.
PwC has served as the company’s independent auditor since the company’s formation in 2000. As in prior years, the audit committee and management have engaged in a review of PwC in connection with the audit committee’s consideration of whether to recommend that shareholders ratify the selection of PwC as the company’s independent auditor for 2015.2017. In that review, the audit committee considered both the continued independence of PwC and whether retaining PwC is in the best interests of the company and its shareholders. In addition to independence, other factors considered by the audit committee included:
• | PwC’s historical and recent overall performance on the audit, including the quality of the audit committee’s ongoing discussions with PwC; |
Corporate Governance at Exelon
• | PwC’s expertise and capability in handling the accounting, internal control, process and system risks and practices present in the company’s utility and energy generation |
the quality, quantity and geographic location of PwC staff, and PwC’s ability to provide responsive service; |
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Corporate Governance at Exelon
• | PwC’s tenure as the company’s independent auditor and its familiarity with the company’s operations and businesses, accounting policies and practices and internal control over financial reporting; |
• | the significant time commitment required to onboard and educate a new audit firm that could distract management’s focus on financial reporting and internal control; |
• | the appropriateness of PwC’s fees, |
• | an assessment of PwC’s identification of its known significant legal risks and proceedings that may impair PwC’s ability to perform the audit; and |
• | external information on audit quality and performance, including recent PCAOB reports on PwC and its peer firms. |
The audit committee has concluded that PwC is independent from the company and its management, and has retained PwC as the company’s independent auditor for 2015.2017. The audit committee and the board believe that the continued retention of PwC is in the best interests of the company and its shareholders and have recommended that shareholders ratify the appointment of PwC as the company’s independent auditor for 2015.2017.
In addition, in reliance on the reviews and discussions referred to above, the Exelon audit committee recommended to the Exelon board of directors (and the Exelon board of directors approved) that the audited financial statements be included in Exelon Corporation’s Annual Report on Form10-K for the year ended December 31, 2014,2016, for filing with the SEC.
February
THE AUDIT COMMITTEE | ||||
Anthony K. Anderson, Chair Ann C. Berzin
Paul L. Joskow | Richard W. Mies
Stephen D. Steinour |
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
The compensation and leadership development committee is composed entirely of independent directors and is governed by a board-approved charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The compensation and leadership development committee met five timescharter was last amended on January 26, 2016, and is available on the Exelon website atwww.exeloncorp.com on the Governance page under the Investors tab, and is available in 2014.print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 89 of this proxy statement.
The compensation and leadership development committee met five times in 2016 and met informally or acted by unanimous written consent at other times. The committee’s principal duties, as discussed in its charter, include:
• | Ensuring that executive compensation levels and targets are aligned with, and designed to achieve, Exelon’s strategic and operating objectives; |
• | Reviewing recommendations from management and outside consultants and approving or recommending approval of matters of executive compensation for officers of Exelon and its subsidiaries, including base salary, incentive awards, equity grants, perquisites, and other forms of compensation; and |
• | Reviewing and making recommendations to the board on leadership development, succession planning (other than the |
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Corporate Governance at Exelon
Executive officers are involved in evaluation of the performance and development of initial recommendations with respect to compensation adjustments; however, the compensation and leadership development committee (and the independent directors with respect to the compensation of the CEO) makes the final determinations with respect to compensation programs and adjustments. The chairman and the CEO are considered invited guests and are welcome to attend the meetings of the compensation and leadership development committee, except when the committee meets in executive session to discuss, for example, the CEO’s compensation. The chairman and the CEO cannot call meetings of the compensation and leadership development committee.
Management, including the executive officers, makes recommendations as to goals for the incentive compensation programs that are aligned with Exelon’s business plan. The compensation and leadership development committee reviews the recommendations and establishes the final goals. The committee strives to ensure that the goals are consistent with the overall strategic goals set by the board of directors (including the individual goals of subsidiaries, as appropriate), that they are sufficiently difficult to meaningfully incent management performance, and, if the targets are met, that the payouts will be consistent with the design for the overall compensation program. Executive officers take an active role in evaluating the performance of the executives who report to them, directly or indirectly, and in recommending the amount of compensation their subordinate executives receive. Executive officers review peer group compensation data for each of their subordinates in conjunction with their annual performance reviews to formulate a recommendation for base salary and whether to apply an individual performance multiplier to the subordinate executive’s incentive payouts, and if so, the amount of the multiplier.
Executive officers generally do not make recommendations with respect to annual and long-term incentive target percentages or payouts. The CEO reviews all of the recommendations of the executive officers before they are presented to the compensation and leadership development committee. The human resources function provides to the compensation and leadership development committee and the independent directors data showing the history of the compensation of the CEO and data that analyzes the cost of a range of several alternatives for changes to the compensation of the CEO, but the executive officers the chairman and the CEO do not make any recommendation to the compensation and leadership development committee or the independent directors with respect to the compensation of the CEO.
The compensation and leadership development committee has delegated to the CEO the authority to makeoff-cycle equity awards to employees who are not subject to the limitations of Internal Revenue Code (Code) Section 162(m), are not executive officers for purposes of reporting under Section 16 of the Securities Exchange Act of 1934, and are not executive vice presidents or higher officers of Exelon, provided that such authority is limited to making grants of up to 600,000 shares in the aggregate, and 20,000 shares per recipient in any year. The compensation and leadership development committee reviews and ratifies these grants.
During fiscal 20142016 and as of the date of this proxy statement, none of the members of the compensation and leadership development committee was or is an officer or employee of the company, and no executive officer of the company served or serves on any compensation committee or board of any company that employed or employs any members of the company’s compensation and leadership development committee or board of directors.
Compensation Consultant
Pursuant to the compensation and leadership development committee’s charter, the committee is authorized to retain and terminate, without board or management approval, the services of an independent compensation consultant to provide advice and assistance, as the committee deems appropriate. The committee has the sole authority to approve the consultant’s fees and other retention terms, and reviews the independence of the consultant and any other services that the consultant or the consultant’s firm may provide to the company. The chair of the compensation and leadership development committee reviews, negotiates and executes an engagement letter with the compensation consultant. The compensation consultant directly reports to the committee.
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Corporate Governance at Exelon
The compensation and leadership development committee has engaged Semler Brossy Consulting Group, LLC and its Managing Principal Ms. Blair Jones as its consultant.consultant through October 2016. In the summer and fall of 2016, the committee reviewed this relationship and determined to engage Meridian Compensation Partners, LLC as its consultant after conducting a request for proposal process involving seven compensation consulting firms. The committee determined that Semler BrossyMeridian offered the strongesta strong and most responsive team and would provide the most reliable and cost-competitive advice through experience, research and benchmarking. In reviewing the engagement in December 2014,October 2016, the committee considered the following factors in determining that Ms. JonesMeridian is an independent consultant and the firm are independent consultants and dodoes not have any conflicts of interest:
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• | the firm has formal written policies designed to prevent conflicts of interest; and |
• | there were no relationships of the firm and its consultants and Exelon and its officers, directors or |
As part of its ongoing services to the compensation and leadership development committee, the compensation consultant supports the committee in executing its duties and responsibilities with respect to Exelon’s executive compensation programs by providing information regarding market trends and competitive compensation programs and strategies. In supporting the committee, the compensation consultant does the following:
• | Prepares market data for each senior executive position, including evaluating Exelon’s compensation strategy and reviewing and confirming the peer group used to prepare the market data; |
• | Provides the committee with an independent assessment of management recommendations for changes in the compensation structure; |
• | Works with management to ensure that the company’s executive compensation programs are designed and administered consistent with the committee’s requirements; and |
• | Provides ad hoc support to the committee, including discussing executive compensation and related corporate governance trends. |
Exelon’s human resources staff and senior management use the data provided by the compensation consultant to prepare documents for use by the compensation and leadership development committee in preparing their recommendations to the full board of directors or, in the case of the CEO, the independent directors, on compensation for the senior executives. In addition to its general responsibilities, the compensation consultant attends the compensation and leadership development committee’s meetings, if requested. The committee, or Exelon’s management on behalf of the committee, may also ask the compensation consultant to perform other executive andnon-executive compensation-related projects. The committee has established a process for determining whether any significant additional services will be needed and whether a separate engagement for such services is necessary.
The committee has a formal compensation consultant independence policy that codifies its past practices. The compensation consultant independence policy is available on the Exelon website atwww.exeloncorp.com, on the corporate governanceGovernance page under the Investors tab. The purpose of the policy is to ensure that the advisers or consultants retained by the committee are independent of the company and its management, as determined by the committee using its reasonable business judgment. The committee considers all facts and circumstances it deems relevant, such as the nature of any relationship between a compensation consultant, the compensation consultant’s firm, and the company and the nature of any services provided by the compensation consultant’s firm to the company that are unrelated to the compensation consultant’s work for the committee. Under the policy, a compensation consultant shall not be considered independent if the compensation consultant or the compensation consultant’s firm receives more than one percent1% of its annual gross revenues for services provided to the company. Under the policy, the compensation consultant reports directly to the chair of the
Corporate Governance at Exelon
compensation and leadership development committee, and the committee approves the aggregate amount of fees to be paid to the compensation
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Corporate Governance at Exelon
consultant or the compensation consultant’s firm. The policy requires that the compensation consultant and any associates providing services to the compensation and leadership development committee have no direct involvement with any other aspects of the compensation consultant’s firm’s relationship with Exelon (other than any director compensation services that may be performed for the corporate governance committee), and that no element of the compensation consultant’s compensation may be based on any consideration of the revenues for other services that the firm may provide to Exelon. For 2014,2016, no fees were paid to Semler Brossy or Meridian for additional services beyond itstheir work as consultantconsultants to the compensation and leadership development committee or, in the case of Semler Brossy, their work in preparing a director compensation study for the corporate governance committee.
CORPORATE GOVERNANCE COMMITTEE
The corporate governance committee is composed entirely of independent directors and is governed by a board-approved charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The corporate governance committee charter was last amended on January 26, 2016, and is available on the Exelon website atwww.exeloncorp.com on the Governance page under the Investors tab, and is available in print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 89 of this proxy statement.
The corporate governance committee met five times in 2014. All members of the committee are independent directors.
2016. In addition to its other duties described elsewhere in this proxy statement, the corporate governance committee’s principal duties, as discussed in its charter, include:
• | Reviewing and making recommendations on corporate, board and committee structure, organization, committee membership, functions, compensation and effectiveness; |
• | Monitoring corporate governance trends and making recommendations to the board regarding the Corporate Governance Principles; |
• | Identifying potential director candidates and coordinating the nominating process for directors; |
• | Coordinating the board’s role in establishing performance criteria for the CEO and evaluating the performance of the CEO; |
• | Monitoring CEO succession planning; |
• | Overseeing Exelon’s strategies and efforts to protect and improve the environment, including climate change and sustainability |
• | Approving or amending delegations of authority for Exelon and its subsidiaries; and |
• | Overseeing Exelon’s efforts to promote diversity among its contractors and suppliers. |
The committee may act on behalf of the full board when the board is not in session. The committee utilizes an independent compensation consultant to assist it in evaluating directors’ compensation, and for this purpose it periodically asks the consultant to prepare a study of the compensation of the company’s directors compared to the directors of companies in the same peer group used for executive compensation. This study is used as the basis for the corporate governance committee’s recommendations to the full board with respect to director compensation. The corporate governance committee may utilize other consultants, such as specialized search firms to identify candidates for director.
As part of the corporate governance committee’s role in monitoring and oversight of CEO succession planning, the committee developed an emergency CEO succession plan, which is reviewed by the committee and the full board annually. In addition, CEO succession is a topic on the agenda for meetings of the full board at least twice each year. In these discussions, the board reviews the qualifications of several potential internal succession candidates and considers their development opportunities.
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Corporate Governance at Exelon
FINANCE AND RISK COMMITTEE
Effective February 1, 2016, the finance and risk committee includes all members of the board of directors. The committee is governed by a board-approved charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The finance and risk committee charter was last amended on January 26, 2016, and is available on the Exelon website atwww.exeloncorp.com on the Governance page under the Investors tab, and is available in print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 89 of this proxy statement.
The finance and risk committee met sevenfive times in 2014.
2016. The finance and risk committee’s principal duties, as discussed in its current charter, include:
• | Overseeing the company’s risk management functions; |
• | Overseeing matters relating to the financial condition and risk exposures by Exelon; |
• | Monitoring the financial condition, capital structure, financing plans and programs, dividend policy, treasury policies and liquidity and related financial risk at Exelon and its major subsidiaries; |
Corporate Governance at Exelon
• | Overseeing or appraising of the capital management and planning process, including capital investments, acquisitions and divestitures; |
• | Overseeing the company-wide risk management strategy, policies, procedures, and mitigation efforts, including insurance programs; |
• | Overseeing the strategy and performance of risk management policies relating to risks associated with marketing and trading of energy and energy-related products; and |
• | Reviewing and approving risk policies relating to power marketing, hedging and the use of derivatives. |
Most members of the finance and risk committee also serve on the audit committee. On occasion, the finance and risk and audit committees meet jointly to review areas of mutual interest between the two committees.
GENERATION OVERSIGHT COMMITTEE
The generation oversight committee met four times in 2014.2016.
The generation oversight committee’s principal duties, as discussed in its charter, include:
• | Advising and assisting the full board in fulfilling its responsibilities to oversee the safe and reliable operation of all generating facilities owned or operated by Exelon or its subsidiaries, including those in which Exelon has significant equity or operational interests; |
• | Overseeing the management and operation of the company’s generating facilities and the overall organizational effectiveness (both corporate and stations) of the generation operations; |
• | Overseeing the establishment of and compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of Exelon Generation’s assets; and |
• | Reviewing environmental, health and safety issues related to the company’s generating facilities. |
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Corporate Governance at Exelon
INVESTMENT OVERSIGHT COMMITTEE
The investment oversight committee is responsible for general oversight of Exelon’s investment management functions. The committee serves as a resource and advisory panel for Exelon’s management-level investment management team and reports to the board.
The investment oversight committee met three times in 2014.2016.
The investment oversight committee’s principal duties, as discussed in its charter, include:
• | Overseeing the management and investment of the assets held in trusts established or maintained by the company or any subsidiary for the purpose of funding the expense of decommissioning nuclear facilities; |
• | Monitoring the performance of the nuclear decommissioning trusts and the trustees, investment managers and other advisors and service providers for the trusts; |
• | Overseeing the evaluation, selection and retention of investment advisory and management, consulting, accounting, financial, clerical or other services with respect to the nuclear decommissioning trusts; |
• | Overseeing the evaluation, selection and appointment of trustees and other fiduciaries for the nuclear decommissioning trusts; |
Corporate Governance at Exelon
• | Overseeing the administration of the nuclear decommissioning trusts; and |
• | Monitoring and receiving periodic reports concerning the investment performance of the trusts under the pension and post-retirement welfare plans and the investment options under the savings plans. |
DIRECTOR NOMINATION PROCESS
The corporate governance committee serves as the nominating committee and recommends director nominees. The board of directors receives the proposed nominations from the corporate governance committee and approves the nominees to be included in the Exelon proxy materials that are distributed to shareholders.
The corporate governance committee considers all candidates for director, including directors currently serving on the board and candidates recommended by shareholders and others. The committee may also utilize specialized search firms to identify and assess potential candidates.
The committee determines the appropriate mix of skills and characteristics required to best fill the needs of the board and periodically reviews and updates the criteria as deemed necessary. The board believes that diversity in personal background, race, gender, age and nationality are important considerations in selecting candidates. All candidates are considered in light of the following standards and qualifications for director that are contained in the Exelon Corporate Governance Principles:
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The satisfaction of these criteria is implemented and assessed through consideration of directors and nominees by the corporate governance committee and the board of directors and through the process for evaluation of the board’s effectiveness. The corporate governance committee and the board believe that the criteria have been satisfied to create an effective mix of experience, skills, specialized knowledge, diversity, and other qualifications and attributes among members of the board of directors.
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Corporate Governance at ExelonCompensation ofNon-Employee Directors
DIRECTOR RETIREMENT POLICY
For several years prior to 2010, the board had a retirement policy under which a director must retire at the end of the calendar year in which he or she reached the age of 72. In 2010, the corporate governance committee and the board re-evaluated the company’s retirement policy and matters related to director succession. The board found that directors can normally continue to provide a valuable service to the company for several years beyond age 72. In addition, the board noted that under the retirement policy there were repeated instances where a number of director retirements would fall in the same year. For these reasons, the board was generally flexible in the application of the retirement policy and waived or suspended the policy when the purposes of the policy are outweighed by factors such as a desire for director continuity, the desire to retain the leadership or experience of a particular director, a need to identify equally qualified successors, a desire to avoid multiple retirements in one year, or other factors that mitigate against mandatory retirement. The board also recognized that, beginning with the annual meeting in 2010, shareholders are entitled to vote for the election of the entire board of directors. Accordingly, during 2010 the board amended the director retirement policy to provide that a director must retire at the end of the calendar year in which he or she reaches the age of 75.
COMPENSATION OFNON-EMPLOYEE DIRECTORS
For their service as directors of the corporation in 2014,2016, Exelon’snon-employee directors received the compensation shown in the following table and explained in the accompanying notes. Mr. Crane, not shown in the table, received no additional compensation for his service as a member of the board of directors or its committees.
Fees Earned or Paid in Cash | Stock Awards (see description below) | Change in and Nonqualified (Note 1) | All Other (Note 2) | Total | Fees Earned or Paid in Cash | Stock Awards (see description below) | All Other (Note 1) | Total | ||||||||||||||||||||||||||||||||||||
Annual Board & Committee Retainers | Board & Committee Meeting Fees | Annual Board & Committee Retainers | Board & Committee Meeting Fees | |||||||||||||||||||||||||||||||||||||||||
Anderson | $ | 93,913 | $ | 60,000 | $ | 100,000 | $ | — | $ | — | $ | 253,913 | $ | 132,867 | $ | 36,000 | $ | 118,709 | $ | — | $ | 287,576 | ||||||||||||||||||||||
Berzin | 85,000 | 50,000 | 100,000 | — | 15,000 | 250,000 | 101,630 | 28,000 | 118,709 | 15,000 | 263,339 | |||||||||||||||||||||||||||||||||
Canning | 90,000 | 38,000 | 100,000 | — | 15,000 | 243,000 | ||||||||||||||||||||||||||||||||||||||
Canning 2 | 28,929 | 20,000 | 32,143 | 515,000 | 596,072 | |||||||||||||||||||||||||||||||||||||||
de Balmann | 85,000 | 58,000 | 100,000 | — | — | 243,000 | 111,287 | 34,000 | 118,709 | 15,000 | 278,996 | |||||||||||||||||||||||||||||||||
DeBenedictis | 85,000 | 58,000 | 100,000 | — | 15,000 | 258,000 | 109,946 | 32,000 | 118,709 | 15,000 | 275,655 | |||||||||||||||||||||||||||||||||
Diaz | 85,000 | 48,000 | 100,000 | — | 5,000 | 238,000 | ||||||||||||||||||||||||||||||||||||||
Gin(4) | 77,609 | 40,000 | 73,901 | — | — | 191,510 | ||||||||||||||||||||||||||||||||||||||
Gioia 3 | 102,707 | 22,000 | 110,193 | 3,200 | 238,100 | |||||||||||||||||||||||||||||||||||||||
Jojo | 98,709 | 24,000 | 118,709 | 12,500 | 253,918 | |||||||||||||||||||||||||||||||||||||||
Joskow | 85,000 | 56,000 | 100,000 | — | — | 241,000 | 101,630 | 32,000 | 118,709 | — | 252,339 | |||||||||||||||||||||||||||||||||
Lawless(5) | 90,000 | 36,000 | 100,000 | — | — | 226,000 | ||||||||||||||||||||||||||||||||||||||
Lawless 4 | 112,830 | 30,000 | 118,709 | — | 261,539 | |||||||||||||||||||||||||||||||||||||||
Mies | 110,000 | 64,000 | 100,000 | — | 15,000 | 289,000 | 132,867 | 36,000 | 118,709 | 15,000 | 302,576 | |||||||||||||||||||||||||||||||||
Richardson(5) | 110,000 | 56,000 | 100,000 | — | 15,000 | 281,000 | ||||||||||||||||||||||||||||||||||||||
Rogers | 90,000 | 36,000 | 100,000 | — | 15,000 | 241,000 | 108,709 | 26,000 | 118,709 | — | 253,418 | |||||||||||||||||||||||||||||||||
Shattuck(6) | 426,806 | 33,000 | 100,000 | — | 15,000 | 574,806 | ||||||||||||||||||||||||||||||||||||||
Shattuck | 409,946 | 23,000 | 118,709 | 15,000 | 566,655 | |||||||||||||||||||||||||||||||||||||||
Steinour | 95,000 | 50,000 | 100,000 | — | 15,000 | 260,000 | 115,788 | 22,000 | 118,709 | 15,000 | 271,497 | |||||||||||||||||||||||||||||||||
Total All Directors | 1,608,328 | 683,000 | 1,373,901 | 0 | 125,000 | 3,790,229 | 1,667,845 | 365,000 | 1,448,135 | 620,700 | 4,101,680 |
Notes:
(1) | Values in this column represent |
Corporate Governance at Exelon
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Mr. |
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Ms. Gioia was appointed to the board effective February 1, 2016. All retainers were prorated from that date. |
(4) | In addition to the amounts shown in the table, Mr. Lawless, |
Compensation Philosophy
The Exelon board has a policy of targeting director compensation to the median board compensation of the same peer group of companies used to benchmark executive compensation. In July 2016, the board adjusted director compensation effective August 1, 2016, based on the advice of the compensation consultant and other analysis by Exelon’s Office of Corporate Governance. The changes were designed to place greater reliance on compensation in the form of stock awards and increase total director compensation closer to the median target. The approved changes resulted in the elimination of fees for attendance at board and committee meetings and attendance at the annual meeting and an increase in the component of director compensation paid as stock awards. Adjustments were also made to retainers paid for some committee chairs and committee membership.
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Compensation ofNon-Employee Directors
Fees Earned or Paid in Cash
In 2014, allBased upon advice of the compensation consultant and other analysis by Exelon’s Office of Corporate Governance, the corporate governance committee recommended, and the board of directors approved, changes tonon-employee director compensation effective August 1, 2016. Prior to that date, the cash compensation fornon-employee directors was as follows.
All directors received an annual retainer of $80,000 paid in cash. The Lead Director received an additional annual retainer of $25,000. The non-executive chairman of the board received an annual retainer at the rate of $300,000 per year in in addition to board and selected committee meeting fees. Committee chairs receivereceived an additional $10,000 retainer per year. In recognition of the additional time commitment and responsibility, members of the audit committee and generation oversight committee, including the committee chairs, receivereceived an additional $5,000 per year for their participation on these committees, and the chairs of these committees receivereceived a $20,000 annual retainer.
Directors receivereceived $2,000 for each meeting of the board that they attend,attended, whether in person or by means of teleconferencing or video conferencing equipment. Directors serving on board committees receivereceived $2,000 for each meeting they attend;attended; directors serving on the generation oversight committee receivereceived $3,000 for each meeting of that committee they attendattended due to the additional travel that is required and the length of those meetings. Directors also receivereceived a $2,000 meeting fee for attending the annual shareholders meeting and the annual strategy retreat.
Effective August 1, 2016, the following changes were made to cash compensation fornon-employee directors:
• | The chairs of the corporate governance and investment oversight committees receive a $10,000 annual retainer. |
• | The chairs of all other standing committees receive a $20,000 annual retainer. |
• | Each member of the generation oversight committee, including the chair, receives a $20,000 retainer. |
• | Meeting fees are no longer paid. |
Each director continues to receive an annual retainer of $80,000 paid in cash. Thenon-executive chairman of the board continues to receive an annual retainer at the rate of $300,000 per year. Fees paid tonon-employee directors in 2016 were prorated to account for the changes made effective August 1, 2016.
Stock Awards
Rather than paying directors entirely in cash, Exelon pays a significant portion of director compensation in the form of deferred stock units. Directors receiveunits in order to align the interests of directors with the interests of shareholders. Prior to August 1, 2016, directors received deferred stock units worth $100,000 per year, payable quarterly in arrears. Effective August 1, 2016, based upon advice of the compensation consultant and analysis by the Office of Corporate Governance, the corporate governance committee recommended, and the board of directors approved, an increase in the annual deferred stock unit compensation to $145,000 per year. Deferred stock units are granted and credited to a notional account maintained on the books of the corporation at the end of each calendar quarter based upon the closing price of Exelon common stock on the day the quarterly dividend is paid. Deferred stock units earn the same dividends available to all holders of Exelon common stock, which are reinvested in the account as additional stock units. The deferred stock units are not paid out to the directors until they retire from the board, leaving these amounts at risk during the director’s entire tenure on the board.
Exelon CorporationNotice of the Annual Meeting and |
Corporate Governance at ExelonCompensation ofNon-Employee Directors
As of December 31, 2014,2016, the directors held the following amounts of deferred Exelon common stock units. The units are valued at the closing price of Exelon common stock on December 31, 2014, which was $37.08. Legacy plans include those stock units earned from Exelon’s predecessor and merged companies, PECO Energy Company, Unicom Corporation and Constellation Energy Group, Inc. For Mr. Rogers, the legacy deferred stock units reflect accrued benefits from the Unicom 1996 Directors Fee Plan, which was terminated in 2000; for Ms. Berzin, Mr. de Balmann and Mr. Lawless the legacy units reflect accrued benefits from the Constellation Energy Group, Inc. Deferred Compensation Plan for Non-employee Directors that was terminated on March 12, 2012.
| Year First Elected to the Board | |
| Deferred Stock Units From Legacy Plans # |
| | Deferred Stock Units From Exelon Plan # | |
| Total Deferred Stock Units # |
|
| Fair Market Value as of 12/31/14 $ |
| ||||||
Anthony K. Anderson | 2013 | 6,164 | 6,164 | $228.561 | ||||||||||||||||
Ann C. Berzin | 2012 | 24,961 | 9,047 | 34,008 | 1,261,017 | |||||||||||||||
John A. Canning | 2008 | 18,965 | 18,965 | 703,222 | ||||||||||||||||
Yves C. de Balmann | 2012 | 34,468 | 9,047 | 43,515 | 1,613,536 | |||||||||||||||
Nicholas DeBenedictis | 2002 | 26,687 | 26,687 | 989,554 | ||||||||||||||||
Nelson A. Diaz | 2004 | 26,530 | 26,530 | 983,732 | ||||||||||||||||
Paul L. Joskow | 2007 | 20,476 | 20,476 | 759,250 | ||||||||||||||||
Robert J. Lawless | 2012 | 38,244 | 9,047 | 47,291 | 1,753,550 | |||||||||||||||
Richard W. Mies | 2009 | 17,757 | 17,757 | 658,430 | ||||||||||||||||
William C. Richardson | 2005 | 24,299 | 24,299 | 901,007 | ||||||||||||||||
John W. Rogers, Jr | 1999 | 4,571 | 36,000 | 40,571 | 1,504,373 | |||||||||||||||
Mayo A. Shattuck III | 2012 | 5,906 | 5,906 | 218,994 | ||||||||||||||||
Stephen D. Steinour | 2007 | 20,818 | 20,818 | 771,931 | ||||||||||||||||
Total All Directors | 102,244 | 230,743 | 332,987 | 12,347,157 |
Total Deferred Stock Units (1) | ||||
Anthony K. Anderson | 13,624 | |||
Ann C. Berzin | 43,703 | |||
John A. Canning | 24,907 | |||
Yves C. de Balmann | 53,973 | |||
Nicholas DeBenedictis | 35,794 | |||
Nancy L. Gioia | 3,243 | |||
Linda P. Jojo | 4,762 | |||
Paul L. Joskow | 29,085 | |||
Robert J. Lawless | 58,052 | |||
Richard W. Mies | 26,147 | |||
John W. Rogers, Jr | 50,793 | |||
Mayo A. Shattuck III | 13,344 | |||
Stephen D. Steinour | 29,454 | |||
Total All Directors | 386,881 |
(1) | Total deferred stock units includes deferred stock units from the current Exelon deferred stock unit plan and stock units deferred from the equivalent plans for Unicom Corporation and Constellation Energy Group, Inc. for Exelon directors who previously served as directors of those predecessor companies. |
Deferred Compensation
Directors may elect to defer any portion of their cash compensation described above in anon-qualified multi-fund deferred compensation 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 those amounts invested in the Exelon common stock fund) will be settled in cash and may be distributed in a lump sum or in annual installment payments upon a director’s reaching age 65, age 72 or upon retirement from the board. These funds are identical to those that are available to those available to company employees who participate in the Exelon Employee Savings Plan.
Other Compensation
Exelon has a board expense reimbursement policy under which directors are reimbursed for reasonable travel to and from their primary or secondary residence and lodging expenses incurred when attending board and committee meetings or other events on behalf of Exelon (including director’s orientation or continuing education programs, facility visits or other business
Corporate Governance at Exelon
related activities for the benefit of Exelon). Under the policy, Exelon will arrange for its corporate aircraft to transport groups of directors, or when necessary, individual directors, to meetings in order to maximize the time available for meetings and discussion. Directors may bring their spouses or guests on Exelon’s corporate aircraft when they are invited to an Exelon event, and the value of this travel, calculated according to IRS regulations, is imputed to the director as additional taxable income.
36 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation ofNon-Employee Directors
Exelon pays the cost of a director’s spouse’s travel, meals, lodging and related activities when the spouses are invited to attend company or industry related events where it is customary and expected that directors attend with their spouses. The cost of such travel, meals and other activities is imputed to the director as additional taxable income. However, in most cases there is no direct incremental cost to Exelon of providing transportation and lodging for a director’s spouse when he or she accompanies the director, and the only additional costs to Exelon are those for meals and activities and to reimburse the director for the taxes on the imputed income. In 2014, no2016, Exelon incurred $1,667 of incremental cost to the companycosts to provide these perquisites and there was no amountsthe aggregate amount paid to all directors as a group (13 directors) for the reimbursement of taxes on imputed income.income was $2,070.
Exelon hasand the Exelon Foundation have a matching gift program available to directors, officers and employees that matches their contributions to eligiblenot-for-profit organizations up to $15,000 per year for directors; $10,000 per year for executives ($15,000 per year through the end of 2013 for legacy Constellation Energy Group executives) and up to $5,000 per year for other employees.
Compensation Philosophy
The Exelon board has a policy of targeting their compensation to the median board compensation of the same peer group of companies used to benchmark executive compensation. The base compensation (cash and stock retainers for board service and meeting fees) paid to Exelon directors in 2013 remained unchanged since 2008. In 2013, the corporate governance committee asked Semler Brossy Consulting Group, the independent consultant to the compensation and leadership development committee, to perform a director compensation study. The study found that in 2013 and some earlier years, compensation paid to Exelon directors was below the median of the peer group and below the median resulting from several published studies of larger groups. In January 2014, the board increased the annual cash retainer for board service from $50,000 to $80,000 but left all other compensation unchanged. The increase represented a 1.6 percent annual increase in basic director compensation over the five year period since 2008.
Exelon CorporationNotice of the Annual Meeting and |
STOCK OWNERSHIP REQUIREMENTS FOR DIRECTORS AND OFFICERS
Under Exelon’s Corporate Governance Principles, all directors are required to own, within five years after election to the board, at least 15,000 shares of Exelon common stock or deferred stock units or shares accrued in the Exelon common stock fund of the directors’ deferred compensation plan. The board amended the corporate governance principles in July 2013 to increase the ownership requirement from 5,000 shares to 15,000 shares. The corporate governance committee utilized an independent compensation consultant who determined that, compared to its peer group, Exelon’s ownership requirement is reasonable.
To strengthen the alignment of executives’ interests with those of shareholders, the compensation and leadership development committee establishes stock ownership requirements for officers of the company. Officers, other than the CEO, are required to own, within the later of five years after their employment or September 30, 2012, stock having a market value (based on the60-day average stock price as of September 30, 2012) equal to or greater than multiples of their base salary or fixed numbers of shares as shown in the table below. The CEO is required to own six times his base salary. The compensation and leadership development committee has determined that stock options are not considered for purposes of satisfying this requirement. Performance shares that have been earned but not vested, unvestedUnvested restricted shares, restricted stock units, and shares held in the Exelon Stock Deferral Plan will count toward the stock ownership requirement, as will certificates and dividend reinvestment plans; shares held in 401(k) Employee Savings Plans; shares held by spouses or children; broker accounts held in street name; and IRAs and trust accounts in which the executive is a beneficiary. These guidelines may be equitably adjusted in the case of promotions in the discretion of the Senior Vice President and Chief Human Resources Officer.
Officer | Number of Exelon Shares | |
Chief Executive Officer | 6 x annual salary divided by60-day average share price | |
Exelon executive vice presidents and above | 3 x annual salary divided by60-day average share price | |
Presidents of subsidiary companies | 2 x annual salary divided by60-day average share price | |
Senior vice presidents | The lesser of 17,500 shares or 2 x annual salary divided by60-day average share price | |
Vice presidents and other executives | The lesser of 6,500 shares or 1 x annual salary divided by60-day average share price |
The following table shows the status of each currently-employed NEO against the new ownership targets as of January 31, 2015.2017.
Name | | Stock Ownership Target (Shares) [A] | | | Total Shares and Share Equivalents Held as of January 31, 2015 [B] | | | Stock Ownership Percentage [B]/[A] | | |||
Crane | 188,062 | 378,203 | 201% | |||||||||
Thayer | 53,148 | 122,963 | 231% | |||||||||
Cornew | 57,236 | 143,325 | 250% | |||||||||
Von Hoene | 57,236 | 139,419 | 244% | |||||||||
O’Brien | 59,280 | 129,025 | 218% |
Name | | Stock Ownership Target (Shares) [A] | | Total Shares and Share Equivalents Held as of January 31, 2017 [B] | | Stock Ownership Percentage [B]/[A] | ||||||
Crane | 188,062 | 531,141 | 282% | |||||||||
Thayer | 53,148 | 169,994 | 320% | |||||||||
Von Hoene | 57,236 | 190,054 | 332% | |||||||||
Cornew | 57,236 | 146,316 | 256% | |||||||||
O’Brien | 59,280 | 165,520 | 279% |
Exelon CorporationNotice of the Annual Meeting and |
Ownership of Exelon Stock
BENEFICIAL OWNERSHIP TABLE
The following table shows the ownership of Exelon common stock as of January 31, 20152017 by each director, each named executive officer in the Summary Compensation Table, and for all directors and executive officers as a group.
[A] | [B] | [C] | [D]=[A]+[B]+[C] | [E] | [F]=[D]+[E] | [A] | [B] | [C] | [D]=[A]+[B]+[C] | [E] | [F]=[D]+[E] | |||||||||||||||||||||||||||||||||||||
Directors (Note 3) | | Beneficially Owned Shares | | | Shares Held in Company Plans (Note 1) | | | Vested Stock Options and Options that Vest Within 60 days | | | Total Shares | |
| Share Equivalents to be Settled in Cash or Stock (Note 2) |
| | Total Share Interest | | | Beneficially Owned Shares | | Shares Held in Company Plans (Note 1) | | Vested Stock Options and Options that Vest Within 60 days | | Total Shares |
| | Share Equivalents to be Settled in Cash (Note 2) | | Total Share Interest | |||||||||||||||||
Anthony K. Anderson | 0 | 6,164 | 0 | 6,164 | 0 | 6,164 | ||||||||||||||||||||||||||||||||||||||||||
Anthony K. Anderson 4 | — | 13,624 | — | 13,624 | — | 13,624 | ||||||||||||||||||||||||||||||||||||||||||
Ann C. Berzin | 0 | 34,008 | 0 | 34,008 | 7,978 | 41,986 | — | 43,703 | — | 43,703 | 17,397 | 61,100 | ||||||||||||||||||||||||||||||||||||
John A. Canning, Jr. | 5,000 | 18,965 | 0 | 23,965 | 1,106 | 25,071 | ||||||||||||||||||||||||||||||||||||||||||
Yves, C. de Balmann | 1,910 | 43,515 | 0 | 45,425 | 0 | 45,425 | 1,910 | 53,973 | — | 55,883 | — | 55,883 | ||||||||||||||||||||||||||||||||||||
Nicholas DeBenedictis | 5,000 | 26,687 | 0 | 31,687 | 0 | 31,687 | 10,000 | 35,794 | — | 45,794 | — | 45,794 | ||||||||||||||||||||||||||||||||||||
Nelson A. Diaz | 1,500 | 26,530 | 0 | 28,030 | 5,480 | 33,510 | ||||||||||||||||||||||||||||||||||||||||||
Nancy L. Gioia 4 | — | 3,243 | — | 3,243 | — | 3,243 | ||||||||||||||||||||||||||||||||||||||||||
Linda P. Jojo 4 | — | 4,762 | — | 4,762 | — | 4,762 | ||||||||||||||||||||||||||||||||||||||||||
Paul L. Joskow | 2,000 | 20,476 | 0 | 22,476 | 6,035 | 28,511 | 2,000 | 29,085 | — | 31,085 | 6,491 | 37,576 | ||||||||||||||||||||||||||||||||||||
Robert J. Lawless | 3,273 | 47,291 | 0 | 50,564 | 7,106 | 57,670 | 3,273 | 58,052 | — | 61,325 | 16,313 | 77,638 | ||||||||||||||||||||||||||||||||||||
Richard W. Mies | 0 | 17,757 | 0 | 17,757 | 0 | 17,757 | — | 26,147 | — | 26,147 | — | 26,147 | ||||||||||||||||||||||||||||||||||||
William C. Richardson | 1,715 | 24,299 | 0 | 26,014 | 0 | 26,014 | ||||||||||||||||||||||||||||||||||||||||||
John W. Rogers, Jr. | 11,374 | 40,571 | 0 | 51,945 | 13,756 | 65,701 | 11,374 | 50,792 | — | 62,166 | 14,795 | 76,961 | ||||||||||||||||||||||||||||||||||||
Mayo A. Shattuck III | 491,358 | 5,906 | 3,266,335 | 3,763,599 | 0 | 3,763,599 | 379,692 | 13,344 | 2,228,958 | 2,621,994 | — | 2,621,994 | ||||||||||||||||||||||||||||||||||||
Stephen D. Steinour | 4,887 | 20,818 | 0 | 25,705 | 25,210 | 50,915 | 4,045 | 29,454 | — | 33,499 | 35,725 | 69,224 | ||||||||||||||||||||||||||||||||||||
Christopher M. Crane | 176,668 | 195,762 | 495,250 | 867,680 | 5,773 | 873,453 | 313,701 | 211,233 | 509,000 | 1,033,934 | 6,207 | 1,040,141 | ||||||||||||||||||||||||||||||||||||
Jonathan W. Thayer | 33,703 | 89,260 | 572,955 | 695,918 | 0 | 695,918 | 83,256 | 86,738 | 650,366 | 820,360 | — | 820,360 | ||||||||||||||||||||||||||||||||||||
Kenneth W. Cornew | 42,988 | 98,799 | 132,575 | 274,362 | 1,538 | 275,900 | 53,363 | 91,299 | 135,200 | 279,862 | 1,654 | 281,516 | ||||||||||||||||||||||||||||||||||||
William A. Von Hoene, Jr. | 71,773 | 64,641 | 246,200 | 382,614 | 3,005 | 385,619 | 109,688 | 77,135 | 232,200 | 419,023 | 3,231 | 422,254 | ||||||||||||||||||||||||||||||||||||
Denis P. O’Brien | 65,324 | 58,156 | 244,200 | 367,680 | 5,545 | 373,225 | 98,648 | 60,910 | 230,700 | 390,258 | 5,962 | 396,220 | ||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Directors & Executive Officers as a group (23 people) See Note 3 | 1,027,338 | 942,517 | 5,176,215 | 7,146,070 | 82,532 | 7,228,602 | 1,314,370 | 1,023,455 | 4,196,324 | 6,534,148 | 107,775 | 6,641,923 |
(1) | The shares listed under Shares Held in Company Plans, Column [B], include directors’ deferred stock units, officers’ restricted |
(2) | The shares listed above under Share Equivalents to be Settled in Cash, Column [E], include |
Ownership of Exelon Stock
(3) | Beneficial ownership, shown in Column [A], of directors and executive officers as a group represents less than 1% of the outstanding shares of Exelon common stock. Total includes share holdings from all directors and NEOs as well as those executive officers listed in Item 1, Executive Officers of the Registrants in Exelon’s |
(4) | Mr. Anderson was appointed to the board effective February 1, 2013; Ms. Jojo was appointed to the board effective September 1, 2015. Ms. Gioia was appointed to the board effective February 1, 2016. |
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 39 |
Ownership of Exelon Stock
OTHER SIGNIFICANT OWNERS OF EXELON STOCK
Shown in the table below are those owners who are known to Exelon to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13Gs filed with the SEC by Capital Research Global InvestorsBlackRock, Inc. on January 24, 2017, The Vanguard Group on February 13, 2015,9, 2017, State Street Corporation on February 12, 2015, BlackRock, Inc.6, 2017, and FMR LLC on February 9, 2015, The Vanguard Group on February 11, 2015 and Franklin Resources, Inc. on February 9, 2015.14, 2017.
Name and address of beneficial owner | | Amount and nature of beneficial ownership | | | Percent of class | | ||
Capital Research Global Investors (1) 333 South Hope Street Los Angeles, CA 90071 | 69,797,514 | 8.1% | ||||||
State Street Corporation(2) State Street Financial Center One Lincoln Street Boston, MA 02111 | 51,650,257 | 6.0% | ||||||
BlackRock, Inc.(3) 40 East 52nd Street New York, NY 10022 | 51,360,702 | 6.0% | ||||||
The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355 | 50,125,938 | 5.83% | ||||||
Franklin Resources, Inc. and certain related entities(5) One Franklin Parkway San Mateo, CA 94403 | 45,614,955 | 5.3% |
Name and address of beneficial owner | | Amount and nature of beneficial ownership | Percent of class | |||
BlackRock, Inc. (1) 55 East 52nd Street New York, NY 10055 | 73,653,441 | 8.0% | ||||
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355 | 61,839,937 | 6.70% | ||||
State Street Corporation (3) State Street Financial Center One Lincoln Street Boston, MA 02111 | 55,931,776 | 6.06% | ||||
FMR LLC (4) 245 Summer Street Boston, MA 02210 | 46,634,135 | 5.057% |
(1) |
|
|
BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of |
The Vanguard Group disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of |
|
Ownership of Exelon Stock
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EXELON EQUITY COMPENSATION PLANS
[A] | [B] | [C] | [D] | |||||||||
Plan Category |
|
Number of securities to be issued upon exercise of outstanding options, (Note 1) |
|
|
Weighted-average of outstanding (Note 2) |
|
| Number of securities remaining available for future issuance (Note 3) |
| |||
Equity compensation plans approved by security holders | 31,538,000 | $36.67 | 32,278,000 |
|
|
(3) |
|
(4) | FMR LLC disclosed in its Schedule 13G/A that it has sole power to vote or direct the |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon signed affirmations received from directors and officers, as well as administrative review of company plans and accounts administered by private brokers on behalf of directors and officers which have been disclosed to Exelon by the individual directors and officers, Exelon believes that its directors and officers made all required Section 16 filings on a timely basis during 2014.2016.
40 | Exelon CorporationNotice of the Annual Meeting and |
Exelon’s Independent Auditor for 20152017
PROPOSAL 2: THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS EXELON’S INDEPENDENT AUDITOR FOR 20152017
The audit committee and the board of directors have concluded that retaining PricewaterhouseCoopers LLP (PwC) is in the best interests of the company and its shareholders based on consideration of the factors set forth in the Report of the Audit Committee on pages 16-1826-28 of this proxy statement. Representatives of PwC will attend the annual meeting to answer appropriate questions, and may make a statement if they desire.
The Exelon audit committee policy forpre-approval of audit andnon-audit services to be performed by the independent auditor is available on the Exelon website atwww.exeloncorp.com on the corporate governance page under the Investors tab. Under this policy the audit committeepre-approves all audit andnon-audit services to be provided by the independent auditor, taking into account the nature, scope and projected fees of each service as well any potential implications onfor auditor independence. The policy specifically sets forth services the independent auditor is prohibited from performing by applicable law or regulation. Further, the audit committee may determine to 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 permittednon-audit services are considered forpre-approval by the audit committee on an annual basis. For any services not covered by these initialpre-approvals, the audit committee has delegated authority to the committee’s chair topre-approve any audit or permittednon-audit service with fees in amounts less than $500,000. Services with fees exceeding $500,000 require full committeepre-approval. The audit committee receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. None of the services provided by the independent auditor was provided pursuant to the de minimis exception to thepre-approval requirements contained in the SEC’s rules.
The following table presents fees for professional audit services rendered by PricewaterhouseCoopers for the audit of Exelon’s annual financial statements for the years ended December 31, 20142016 and 2013,2015, and fees billed for other services rendered by PricewaterhouseCoopers during those periods.
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2016 | 2015 | ||||||||||||
Audit fees(a) | $17,751 | $18,136 | $24,986 | $18,287 | ||||||||||||
Audit related fees(b) | 1,607 | 1,817 | 3,656 | 2,392 | ||||||||||||
Tax fees(c) | 1,562 | 1,000 | 1,943 | 1,250 | ||||||||||||
All other fees(d) | 37 | 24 | 836 | 160 |
Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including issuance of comfort letters and consents for debt and equity issuances and other attest services required by statute or regulation. |
(b) | Audit related fees consist of assurance and related services that are traditionally performed by the auditor such as accounting assistance and due diligence in connection with proposed acquisitions or sales, consultations concerning financial accounting and reporting standards and audits of stand-alone financial statements or other assurance services not required by statute or regulation. |
(c) | Tax fees consist of tax compliance, tax planning and tax advice and consulting services, including assistance and representation in connection with tax audits and appeals, tax advice related to proposed acquisitions or sales, employee benefit plans and requests for rulings or technical advice from taxing authorities. |
(d) | All other fees primarily reflect accounting research software license costs. |
The board of directors unanimously recommends a vote “FOR” the ratification
of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2015.2017.
Exelon CorporationNotice of the Annual Meeting and | 41 |
Advisory Vote on Executive Compensation
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing shareholders with an annual advisory (non-binding) vote on the compensation paid to the company’s named executive officers, as disclosed in this proxy statement, on pages 35-76, in accordance with the compensation disclosure rules of the SEC. Accordingly, you may vote on the following resolution at the 20152017 annual meeting.meeting:
RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 20152017 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 20142016 Summary Compensation Table and the other related tables and disclosure.
The board of directors recommends a vote FOR this proposal because it believes:for the following reasons:
|
• | A majority of compensation is performance-based and contingent on achieving financial and operational results that align the interests of executives with those of the company’s |
• | In 2016 Exelon had strong financial and operational performance as well as total shareholder return (TSR) performance of 32.8%; and |
• | The company achieved success on key strategic initiatives, including the Pepco Holdings Inc. (PHI) acquisition and the passage of the New York clean energy regulation and the Illinois Future Energy Jobs bill. |
• | The compensation framework is consistent with best practices that drive outstanding company performance |
• | The company’s compensation framework provides market-aligned pay opportunities that foster the attraction, motivation and retention of key talent. |
• | The compensation committee and the board valued the extensive shareholder feedback we heard in the summer and fall of 2016 and have implemented significant changes to our incentive plans to strengthen the connection between pay and performance. |
While this advisory proposal, commonly referred to as “say-on-pay,“say-on-pay,” is not binding, the board of directors and the compensation and leadership development committee will review and consider the voting results when annually evaluating our executive compensation program. To facilitate more frequent shareholder input, the board adopted a policy of providing for annual say-on-pay advisory votes.
When casting your 2015 say on pay vote, we encourage you to consider the company’s 2014 performance, which included total shareholder return of 40.6%, operating earnings per share that were in-line with full year guidance, and outstanding operational performance. The committee and board believe that the changes to the compensation program we made in 2013, largely based on shareholder feedback and alignment with market practice, strengthened the connection of pay with performance. The committee and the board appreciate your feedback and have implemented some enhancements to the 2015 executive compensation program based on shareholder engagement during the past year. We continue to look forward to hearing from shareholders about potential future program enhancements.
The board of directors unanimously recommends a vote “FOR” approval of the compensation paid to the company’s named executives, as disclosed in this proxy statement.
42 | Exelon CorporationNotice of the Annual Meeting and |
Report of the Compensation and Leadership Development Committee
“Exelon’s executive compensation framework is designed to pay for performance and align the interests of our executives with those of our shareholders and other key stakeholders.”
The Compensation & Leadership Development Committee
The compensation & leadership development committee (the compensation committee) is composed solely of independent directors, and we are accountable for ensuring that the decisions we make about executive compensation are in the best long-term interests of shareholders. We accomplish this objective by having a robust compensation framework that emphasizes pay-for-performance, resulting in a majority of pay being at risk and contingent on the achievement of financial and operational goals. In fact, 90% of Exelon’s CEO compensation is at risk, which is higher than our peer group average and strongly aligns with shareholder interests. Our goals under the annual incentive program and the long-term incentive program’s performance share program are aligned to metrics that correlate directly to driving long-term shareholder value creation and are developed with significant stretch and rigor.
The committee proactively seeks shareholder feedback as part of its year-round engagement program, which includes reaching out to our top shareholders to listen to feedback regarding our executive compensation program, disclosure practicesprinciples and corporate governance.incorporating feedback from our shareholders. In 2016, we were disappointed with thesay-on-pay vote outcome. The compensation committee values ourtook action by soliciting feedback from shareholders and redesigning the incentive plans to address shareholders’ insightsconcerns and considers their feedback in addition to other factors such as emerging market practices, when formulating our executive compensationbetter align the programs and making pay decisions.with the company’s strategy. A full descriptiondiscussion of our shareholder outreach effortsthese changes is included within the section “2016Say-on-Pay Vote Outcome and the changes we have made based on your feedback is detailed under “Shareholder Engagement” on pages 41-42.Shareholder Engagement.”
Our strategy continues to leverage our integrated business model to create value by using our strong balance sheet to invest in both regulated and competitive businesses to drive growth. Part of the board’s overarching strategy is to manage for the future and to make decisions that are in the best long-term interests of Exelon’s shareholders, as well as ensure strong annual financial and operational performance.
The compensation and leadership development committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in the 20152017 Proxy Statement.
February 27, 2015The compensation committee is composed solely of independent directors. Effective April 26, 2016, Yves C. de Balmann replaced John A. Canning Jr. as the Chair.
March 6, 2017
THE COMPENSATION & LEADERSHIPDEVELOPMENT COMMITTEE
John A. Canning, Jr., Chair
Yves C. de Balmann, Chair
Robert J. Lawless
William C. Richardson
Compensation Discussion & Analysis
Company Strategy
Exelon’s strategy is toleverage our integrated business model to create value and diversify our business. Each of our businesses – regulated utilities and competitive generation and energy sales – features a mix of attributes that, when combined, offers our shareholders and customers a unique value proposition:
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The board of directors believes our strategy provides a platform for optimal success in an industry experiencing fundamental and sweeping change, such as tightening conventional baseload generation, emergence of the intelligent electric network (i.e., Smart Meters/Smart Grid), and changing consumer behaviors that are pushing toward a decentralized system. While enhancing Exelon’s core value, it enables us to take advantage of multiple opportunities, rather than relying on any one segment of our industry’s value chain.
Executive Compensation Goals are aligned with the Company’s Strategy: In designing the company’s executive compensation programs, the committee strives to align the goals and underlying metrics with the company’s strategy, while including compensation risk mitigating design features to discourage our executives and employees from taking excessive risks for short-term benefits that may harm the company and our shareholders. We believe consistent execution of our strategy over multi-year periods will lead to an increase in our stock price.
For the company’s Annual Incentive Program (“AIP”), all named executive officers (“NEOs”), with the exception of the CEO of Exelon Utilities, are tied 100% to adjusted non-GAAP operating earnings per share (“EPS”), directly correlating to bottom-line financial results that drive shareholder value creation. For the Long-Term Incentive (“LTI”) Program, our NEOs receive both Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”). The PSUs are contingent on achieving a threshold level of performance over a three-year period based on two goals, financial management and operational excellence, that are aligned with driving long-term shareholder value creation. A full scorecard for the 2014 PSU goals, underlying metrics and performance can be found on page 53.Linda P. Jojo
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Key Take-Aways for 2014 Compensation2016
We took considerable actions this year on our executive compensation program in response to the failed 2016say-on-pay vote. These actions were in direct response to shareholder feedback received in meetings and calls conducted by the chair of the compensation committee and management beginning in June 2016.
In the pages that follow we detail our process, evaluation, and changes made. However, for a quick understanding, we have summarized below the performance of your company, the feedback we collected, and the actions we took to strengthen the alignment of pay and performance.
1 STRONG COMPANY PERFORMANCEStrong Company Performance
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2 STRONG EXECUTION OF M&A STRATEGY
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3 DECREASE IN CEO REPORTED COMPENSATION
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4 COMMITMENT TO SHAREHOLDER ENGAGEMENT
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• | Grew company enterprise value by $14.4 billion through M&A including PHI, ConEd Solutions, and the James A. FitzPatrick Nuclear Power Plant (pending) |
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5 STRONG INCENTIVE GOAL RIGOR
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• | All time best nuclear operating performance; best in class |
• | Best on record or best in class utility operating performance |
Rapid Response to Failed 2016Say-on-Pay Vote
• | Reached out to shareholders holding approximately 50% of our shares |
• | Immediately addressed the major shareholder concerns by modifying the Annual and Long-Term incentive programs |
• | Changes included: |
• | Moved PShares goal measurement period from annual to3-year |
• | Changed PShare goals to align better with Exelon’s value proposition and strategic initiatives |
• | Removed individual performance multipliers from all incentive programs |
• | Strengthened the TSR modifier |
• | Capped incentive payouts if one-year absolute TSR is negative |
• | Moved operational metrics to Annual incentive program |
• | Removed all legacy change in control taxgross-ups |
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Strategic Business Results
Strong Absolute and Relative 2014 Total Shareholder Return Performance:After lagging stock performance in prior years, Exelon performed very well in 2014 under Mr. Crane’s leadership, with its stock price leading the way (see Exelon’s 2014 total shareholder return relative to its 20 company peer group in the chart below). This outperformance reflects a slight improvement in natural gas forward prices in 2014, coupled with above target financial, operational and cost management performance. Our 2014 compensation decisions reflect the company’s overall performance.CEO Pay for Performance Alignment
• | The board reduced the 2016 Annual incentive program payout from 143% to 100%, in part, to address shareholder concerns that the previous year’s AIP payout was too high relative to TSR performance |
• | The board froze 2017 target pay at 2016 levels |
Strong Opportunistic Growth Execution:Exelon has been taking steps to expand its regulated business operations as part of its efforts to achieve earnings and cash flow stability. In 2014, Exelon announced its intent to acquire PHI, which will help the company leverage scale and maintain cost discipline, while strengthening and expanding its regulated assets. The transaction will shift our earnings mix to be substantially more regulated with 61-67% of earnings coming from the regulated side in the 2016-2017 period. As we have communicated publicly, this transaction is expected to close in the second or third quarter of 2015 and to add $0.15 – $0.20 to earnings per share in 2017.Goal Rigor
The company took the initiative in 2014 by investing in and growing its existing business lines: utilities, competitive energy sales, and generation. Exelon has been optimizing its power generation fleet by selling select unregulated assets to assist in funding the pending PHI acquisition. Exelon has also been diversifying into promising markets and technologies through the acquisition of a company that sells liquid natural gas, the acquisitions of two energy marketers (ProLiance and Integrys), resulting in 1.2 million new customers to Constellation’s business, and developing two combined-cycle gas turbines (CCGT) in Texas (which will add over 2,100+ MWs). The CCGTs are scheduled to come online by the summer of 2017, and will help the company expand its clean energy portfolio consistent with EPA regulations. The CCGTs will be cash flow and EPS accretive relative to the coal plants that the company sold in 2014. The company sold five unregulated coal and gas plants in 2014 for $1.8 billion of pre-tax proceeds ($1.4 billion after-tax).
• | 2016 adjusted (non-GAAP) operating EPS target was set 5 cents above 2015 actual performance |
• | 2017 adjusted (non-GAAP) operating EPS target has been set at a meaningful level above the 2016 actual results (which included the impact of approximately 10 cents of favorable load, primarily driven by weather) and reflects significant stretch compared to internal budgeting and Wall Street guidance |
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Major Regulatory Developments in 2014: There were a number of major regulatory developments in 2014 that affected both our utilities and the generation business.
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Introduction to Exelon’s Executive Compensation Framework and Central ThemesProgram
The goal of our executive compensation program is to retain and reward leaders who create long-term value for our shareholders by delivering on objectives set forth inthat support the company’s long-term strategic plan. This goal affectsThe executive compensation program is constructed to attract, motivate and retain the high quality leaders that are necessary to manage a company of Exelon’s size and complexity.
In designing the company’s executive compensation program, the compensation elements wecommittee strives to align the incentives of our NEOs with the interests of our shareholders by using metrics and challenging goals that tie directly to the company’s strategy. This includes the use of risk-mitigating design features to discourage our executives and drives our compensation decisions. The primary compensation elements are depictedemployees from taking excessive risks to drive short-term benefits that may not be in the table below, with all exceptlong-term interests of the company and our shareholders. We believe consistent execution of our strategy over multi-year periods will drive long-term value creation.
This Compensation Discussion and Analysis (CD&A) discusses Exelon’s 2016 executive compensation program. The program covers compensation for base salary being “pay-at-risk” and linked to changes in the stock price and achievement of short-term and long-term company financial and operational goals that build shareholder value.our Named Executive Officers (NEOs):
Exelon’s Named Executive Officers |
Christopher M. Crane President and Chief Executive Officer, Exelon |
Jonathan W. Thayer Sr. EVP and Chief Financial Officer, Exelon |
William A. Von Hoene, Jr. Sr. EVP and Chief Strategy Officer, Exelon |
Kenneth W. Cornew Sr. EVP and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation |
Denis P. O’Brien Sr. EVP, Exelon; Chief Executive Officer, Exelon Utilities |
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Business and Strategy Overview, Value Proposition and Performance Highlights
Business Overview
Exelon is composed of two primary businesses.
• | Regulated Utilities: We have regulated operations that consist of six regulated utility subsidiaries, and serve approximately 10 million electricity and gas customers, more than any other company in the industry. In March 2016, we closed the $6.8 billion acquisition of PHI, which increased our investment in regulated assets consistent with our long-term strategy. |
• | Electric Generation: We also operate a generation business that comprises the largest competitive electric generation businesses in the country and largest competitive retail supply business serving wholesale, commercial, and industrial customers. More than 90% of our power production is carbon free, and we are thebest-in-class operator in terms of outage days and operating costs. |
Financial Strategy Overview
Exelon’s financial strategy centers on employing our competitive integrated business model to deliver stable growth, sustainable earnings and an attractive dividend.
• | Stable, Visible Growth: We focus our growth capital expenditures toward regulated utility and long-term contracted assets that drive better than peer growth with high level of earnings visibility. |
• | Redeploying Cash Flows: We are redeploying the significant free cash flow from our competitive generation business to fund both outsized regulated utility growth and reduce outstanding debt at Exelon Generation. |
• | Attractive Dividend: We are committed to providing a robust and growing dividend, including 2.5% annual growth through 2018. |
Exelon’s Value Proposition and Strategic Initiatives
The value proposition that we articulate for shareholders provides more granular insight into our long-term goals and the path to achieving them. We focus on five key strategic initiatives that will continue to drive strong operating and financial performance.
2016 Pay for Performance Highlights
Exelon successfully executed its strategy in 2016, which drove strong operational and financial performance and positioned us well for the future. Highlights included:
• | Continued best in class operational performance across our nuclear fleet, and strong operational performance across our fossil and renewable fleets |
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 47 |
Compensation Discussion & Analysis
• | Continued growth at Exelon Utilities driven by increased distribution revenues across our utilities due to higher rates and increased capital investment as well as favorable weather and lower-than-normal storm activity |
• | Filed 9 rate cases to lay the foundation for continued strong performance within Exelon Utilities |
• | Acquired PHI, ConEdison Solutions’ retail electricity and natural gas business; acquisition of the James A. FitzPatrick nuclear power plant is pending |
• | Supported key policy initiatives that will help drive our long-term, sustainable success, including the New York clean energy regulations, the Illinois Future Energy Jobs Act, the White House Equal Pay Pledge and expanding our paid leave policies |
The charts below illustrate the strong pay for performance alignment for Exelon’s CEO over the last three years, as his pay reflected in the summary compensation table increased 1.6% while Exelon’s stock price increased 29.57% between January 1, 2014 and December 31, 2016 and its TSR for 2014-2016 increased 45.3%.
Our strong fundamental performance has created value for our shareholders outperforming both the PHLX Utility Sector Index (UTY) and our peer group over the trailingone- and three-year time periods.
48 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
2016 Say On Pay Vote Outcome and Shareholder Engagement
The committee regularly reviews executive compensation. However, in response to the company’s 2016 advisory vote on executive compensation, which received only 38% support from shareholders, the compensation committee and management undertook an enhanced engagement program to solicit feedback from shareholders. As part of this process, Exelon contacted nearly 50% of our shareholder base and met with shareholders accounting for approximately 45% of Exelon’s shares outstanding.
Mr. Yves de Balmann, the new chairman of the compensation committee as of April 2016, led meetings and calls with shareholders accounting for approximately 45% of Exelon’s shares outstanding. The compensation committee considered the shareholder feedback from these engagement meetings and implemented a number of changes that were responsive to this feedback.
The breadth of the company’s outreach program enabled the compensation committee to speak with and consider feedback from a significant cross-section of Exelon’s shareholder base. Exelon’s engagement team met with governance professionals and portfolio managers from active funds as well as governance professionals from index funds, ranging from shareholders with positions as large as 7.6% of Exelon’s shares outstanding to those who own less than 1%.
The compensation committee took the opportunity to modify the compensation program at its July meeting in order to respond to the say-on-pay vote and implemented shareholder feedback immediately, including retroactively modifying the 2016 program in line with this feedback.
A summary of the shareholder outreach process is set forth below:
A summary of the key feedback that we received from shareholders and our responses to that feedback is outlined in the tables below. The refinements made to the compensation program are broadly designed to:
• | Drive even closer alignment between executive compensation and company performance |
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Compensation Discussion & Analysis
• | Further increase the rigor of the targets used within the program |
• | Enhance the link between incentive compensation and our value proposition |
• | Incorporate the current perspectives of our shareholders into the compensation program |
Annual Incentive Program (AIP)
Changes implemented retroactively to awards granted for 2016:
Shareholder Feedback | Response | |
• 2015 payout was above target when TSR lagged peers | • Future payouts capped at target if negative absolute TSR for 12 months | |
• Operational metrics are more appropriate for AIP than PShares | • Added operational metrics to AIP with a 30% weighting | |
• Individual Performance Multiplier (IPM) is discretionary | • Eliminated the IPM component |
Long-term Performance Share Award Program (PShares)
Changes to be implemented retroactively where possible and in all future awards:
Shareholder Feedback | Response | |
• One-year performance periods are too short | • Moving PShare performance periods from annual to3-year through aphased-in process (reference transition table under “2016 Long-Term Incentive Program”) | |
• EPS metric overlaps with AIP and operational metrics are more appropriate in AIP than PShares | • Moved EPS and operational metrics from PShares to AIP in 2016; adopted new PShares financial metrics tied to our value proposition for 2017 | |
• IPM is discretionary | • Eliminated the IPM component starting with the 2014-2016 performance periods paid in 2017 | |
• TSR modifier for PShares does not have big enough impact | • Amended TSR modifier starting with the 2014-2016 performance periods paid in 2017 • Moved from a stair-step approach to apoint-for-point approach • Removed limit on TSR modifier • Performance compared to the UTY instead of the four-company competitive integrated peer group • Future payouts capped at target if negative absolute TSR for the final 12 months of the measurement period |
Other Compensation Program Changes Made for 2016 and 2017
Shareholder Feedback | Response | |
• Legacy excise taxgross-up on “golden parachute” arrangements | • Removed excise taxgross-up provisions for transactions resulting in change in control with no recompense for removal | |
��� Concern that goal-setting process is not rigorous and goals were not challenging | • Further enhanced and clarified goal setting process as described in this CD&A |
50 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
January 2017 CEO Pay Determinations
In order to address shareholder concerns, the compensation committee and board were conservative in making decisions about 2016 payouts and setting 2017 pay targets despite exceptional earnings and TSR performance in 2016. In particular, the AIP award reduction specifically addresses shareholder feedback that last year’s incentive payouts were not aligned with TSR performance as discussed in the section “Total Cash Compensation (Base Salary and Annual Incentive Program).” The table below summarizes these decisions.
2016 AIP Award | Payout reduced from actual performance of 143.08% to 100%. For more information about the compensation committee’s rationale in reducing the 2016 AIP award please see pages 59-60. | |
2014-2016 PShare Payout | Three-year average performance was 117.68% with a TSR modifier of 0.64% for outperforming the UTY resulting in an overall payout of 118.43%. | |
2017 CEO Target Pay Setting | The compensation committee determined not to increase CEO pay targets from 2016, targeting total pay at $13 million which approximates the peer group median. |
Compensation Program is Directly Linked to Value Drivers
As a result of the modifications that we have made to the compensation program, there will be an even stronger link between our NEOs’ incentives and Exelon’s value proposition.
Strategic Business Objective | Compensation Component or Metric | |||||
• Regulated utility growth with utility EPS rising 7-9% and rate base growth of 6.1% annually from 2016-2020 | ![]() | • Adjusted (non-GAAP) Operating EPS — Performance measure for the AIP • Utility Net Income — New metric for PShares granted in 2017 and later | ||||
• Strong free cash generation and maintaining a strong balance sheet will support utility growth | ![]() | • Exelon FFO/Debt — New metric for PShares granted in 2017 and later | ||||
• Invest in utilities where we can earn an appropriate return | ![]() | • Utility Return on Equity — New metric for PShares granted in 2017 and later | ||||
• Superior operational performance to support achievement of financial objectives | ![]() | • Operational Metrics — Outage duration, outage frequency, net fleetwide capacity factor and dispatch match are performance measures for the AIP | ||||
• Create sustainable value for shareholders by executing business strategy | ![]() | • Relative TSR — Modifier for PShares grants |
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 51 |
Compensation Discussion & Analysis
Rigorous Targets and Robust Goal-Setting Process
The compensation committee aims to set targets that are challenging and continue to motivate and retain executives, while also driving short- and long-term success. Operational metrics are typically benchmarked at the top quartile or higher as compared to industry standards and financial metrics targets have historically been based on our internal business plans and external market factors. The compensation committee attempts to select metrics that are tied directly to the company’s current operational and financial strategies and are proven measures of long-term value creation.
Target-Setting for 2017
In 2017, Exelon enhanced its target-setting process to employ a multi-layer analysis that incorporates a blend of objective and subjective business considerations and other analytical methods in order to ensure that the goal-setting process is rigorous. We have also enhanced our disclosure regarding target-setting to better demonstrate for shareholders the rigor of the decision-making process.
Factors considered in this process include:
• | Recent History: Goals should generally reflect a logical progression of results from recent past |
• | Relative Performance: Performance against a relevant group of peers |
• | Strategic Aspirations: Near- and intermediate-term goals should follow a trend line consistent with long-term aspirations |
• | Shareholder Expectations: Goals should be aligned with externally communicated financial guidance and shareholder expectations |
• | Sustainable Sharing: Earned awards should reflect a balanced degree of sharing between shareholders and participants |
To ensure increased rigor within the goal-setting process for the financial metrics in the PShares, we independently ran statistical simulations to understand the level of difficulty of our payout range. We sensitized across a reasonable range of values for several internal and external variables that are significant drivers of performance. We also examined the level of deviation of performance from plan on a historical basis.
Example: 2017 EPS Target
As an example of the compensation committee’s focus on setting rigorous targets, the compensation committee decided to set the adjusted (non-GAAP) operating EPS AIP target for 2017 at a level higher than our actual performance in 2016 and above both our 2017 internal plan and the midpoint of our 2017 external financial guidance.
52 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
Section II: Key Drivers of Compensation Program
The following principles help guide and inform the compensation committee in delivering highly effective executive compensation programs that drive pay for performance, mitigate risk, and foster the attraction, motivation and retention of top leadership talent in order to enable the company to execute against its strategic business plan and ultimately deliver long-term shareholder value.
We Manage for the Long-term The board manages for the long-term and makes pay decisions that are in the best long-term interests of the company and shareholders. | Strong Compensation Framework
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We engage directly with shareholders and | ||
Competitiveness Our NEOs’ pay levels are set by taking into consideration multiple factors, including peer group market data, internal equity comparisons, experience, performance and retention. | Robust Stock Ownership Guidelines Executives are required to meet and maintain significant stock ownership requirements. For | Balance
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CEO Pay at-a-Glance
2014 Target Total Direct Compensation (TDC):In determining target TDC for the CEO, the independent directors considered his individual performance and assessed market competitiveness before it set Mr. Crane’s 2014 target TDC at $12.05 million (up 3.8% from the prior year). In setting his pay, there was no change in base salary and the board ensured the vast majority (90%) of pay is at risk, including almost 78% of his pay in the form of Long-Term Incentives (LTI), which is almost eight percentage points higher than the average CEO in our 20 company peer group.
Mr. Crane’s TDC comprises the following:
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Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Decrease in Reported Pay:Mr. Crane’s pay as reported in the Summary Compensation Table decreased this year by 13%, or 20%excluding the change in pension value and deferred compensation. His compensation declined in 2014 because in 2013 it included a one-time performance-based transition award valued at about $3.7 million, that was fully disclosed in last year’s proxy statement (see page 53 for more information). This was partially offset by this year’s increase in the change in pension value of approximately $0.9 million, resulting from the change in interest rates and new mortality tables for 2014. Mr. Crane’s take-home (W-2) pay remains a small portion of the reported pay (i.e., about 45% in 2014).
2014 CEO Payouts:
For Mr. Crane, the board awarded a 2014 AIP payout of $1,708,905 based on operating EPS performance of $2.39 (103.57% of target), multiplied by an individual performance modifier (“IPM”) of 110%. The committee utilized an IPM to recognize Mr. Crane’s outstanding execution against the company’s strategic business plan, while delivering strong stock price, financial, operational, and regulatory advocacy performance. Key highlights are depicted below, which also apply to the other NEOs.
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Compensation Discussion & Analysis
The board also approved the final portion of the performance-based transition award, equating to 91,378 shares, valued at $3,412,055 based on the closing stock price of $37.34 on January 26, 2015. This payout was calculated based on the average of performance share goal results for 2013 (125.00% after the committee exercised negative discretion to reduce from actual performance of 147.8% of target) and 2014 (105.56%). The one-time transition award was granted in 2013 to address the lengthening of the performance period from one year to three years.
Shareholder Engagement
2014 Advisory Vote on Executive Compensation. Shareholders approved our advisory vote on executive compensation with 69% of the votes cast FOR the compensation of our NEOs, which was below our desired achievement level. Based on our conversations with shareholders, the lower vote in favor of executive compensation was primarily a result of:
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We actively engage with our shareholders throughout the year. Since 2006, we have maintained a shareholder engagement program in which we proactively reach out to our top shareholders and leading proxy advisory services firms with the objective of educating them about the corporate governance and executive compensation changes we have implemented as well as seeking feedback on other potential executive compensation and corporate governance matters. Our engagement team consists of leaders from human resources, investor relations and the office of corporate governance. Additionally, our committee chair participated on some of the calls in 2013 and 2014.
Robust 2014 Shareholder Outreach. In the spring of 2014, we spoke with our top shareholders and sought input from others. These calls, which included the holders of about 35% of our outstanding common shares, were highly valued as we were able to discuss the 2014 proxy statement and key executive compensation and corporate governance matters contained within the document as well as review executive compensation changes that were based on prior shareholder input and implemented in 2013 and are reflected in the 2014 proxy statement. We also structured a similar outreach in the fall that included the chairman of the committee participating in select telephonic meetings with top investors and proxy advisory services firms. We spoke with investors who hold almost 46% of the common shares outstanding.
Positive shareholder feedback received on:
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In addition, shareholders reaffirmed their support for the executive compensation program changes that we implemented in 2013, when we:
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Compensation Discussion & Analysis
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Our 2014 executive compensation program was largely unchanged from 2013 as the committee believes the program is aligned strongly with shareholder interests and market practice. Even though the committee believes the program is meeting its objectives in rewarding financial, operational, and strategic success, it is always seeking ways to improve the executive compensation program and disclosure. During 2014, the company received suggestions relating to emerging trends in executive compensation practices and our disclosures about our program. In addition, the committee and management reviewed correspondence submitted by individual and institutional shareholders, analyzed market practices at peer companies and sought advice from the committee’s independent compensation consultant. Based on shareholder discussions and recommendations, the committee, during its annual evaluation of the company’s executive compensation programs and evolving market practices, made changes to our programs and disclosures:
Section II:How We Design Our Executive Compensation Programs to Pay for Performance
Our approach to compensating our NEOs is to align the long-term interests of Exelon’s executives with those of our shareholders. Our compensation framework is based on providing market-competitive programs that attract and retain top talent necessary to effectively lead a company with the scale and technical complexity of Exelon throughout all phases of the business cycle. The framework is also designed so that a majority of our pay is at risk and directly linked to Exelon’s shareholder returns and to other performance factors that measure our progress against the financial management and operational excellence goals in our strategic and operating plans to promote pay for performance. This means when excellent performance is achieved, pay will be above target. Failure to achieve objectives will result in below-market pay.
In order to reaffirm the link between pay and performance, the committee annually reviews the executive compensation components, targets and payouts and approves compensation for all NEOs except the CEO, whose compensation is approved by the independent directors on the recommendation of the committee and its independent consultant (Semler
Compensation Discussion & Analysis
Brossy Consulting Group). The committee evaluates goals under the annual and long-term incentive programs to ensure that they are challenging, contain appropriate stretch, and are designed to mitigate excessive risk. Goals are selected and evaluated based on support for Exelon’s long-term business plan.
2014 NEO Pay Decisions
As stated in its charter, one of the committee’s most important responsibilities is to recommend the CEO’s compensation to the independent directors. The committee fulfills its oversight responsibilities and provides thoughtful recommendations by analyzing peer group compensation data with its independent compensation consultant and company performance data. The committee reviews the various elements of the CEO’s compensation in the context of the target total direct compensation (base salary, annual and long-term incentive target opportunities) and then presents its recommendations following the compensation governance process set forth below.
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Compensation Discussion & Analysis
How Pay-for-Performance Works
Overview. Exelon has a long-standing commitment to link pay and performance by providing a majority of compensation that is tied to stock price or contingent on achieving short and long-term objectives.
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Compensation Discussion & Analysis
What We Do and Don’t DoCompensation Governance Best Practices
Exelon’s executive compensation philosophy focuses on pay-for-performance and reflects appropriate governance practices aligned with the needs of our business. Below is a summary of our executive compensation practices that are aligned with best practice, as well as a list of those practices we avoid because they do not align with shareholders’ long-term interests.
What We Do
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What We Don’t Do
û | No guaranteed minimum payout of AIP or |
û | No employment agreements |
û | No |
û | No |
û | No inclusion of the value of |
û | No additional credited service under supplemental pension plans since 2004 |
û | No optionre-pricing or buyouts |
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Compensation Discussion & Analysis
Assessing ExecutiveRoles of Board, Compensation ProgramsCommittee and CEO
Overview. An assessmentAs stated in its charter, one of our executives’the compensation levels against ourcommittee’s most important responsibilities is to recommend the CEO’s compensation to the independent directors. The compensation committee fulfills its oversight responsibilities and provides thoughtful recommendations by analyzing peer group is onecompensation data with its independent compensation consultant and company performance data. The compensation committee reviews the various elements of several considerationsthe CEO’s compensation in the pay setting process. Peer group practices are analyzed each year forcontext of the target total direct compensation (base salary, annual and for other pay practices, such as perquisiteslong-term incentive target opportunities) and the mix of LTI vehicles. Because Exelon is one of the largest energy services companies, we compare executive compensation against a blended peer group with which we compete for talent. The peer group includes 10 energy services companies and 10 high-performing asset intensive general industry companies (with an emphasis when appropriate on companies that are subject to effects of commodity prices such as Exelon) with comparable annual sales (.5x to 2x) and market capitalizations generally above $10 billion. Each yearthen presents its recommendations following the compensation and leadership development committee, working with its independent consultant, reviews the composition of the peer group and determines whether any changes should be made. The peer group for 2014 was the same as 2013, with the exception of PPG Industries replacing Murphy Oil after it spun off part of its business. Exelon’s 2014 peer group consists of the following 20 companies:governance process set forth below.
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For 2015, the committee approved a change to the peer group to remove PepsiCo Inc., which was larger than the company’s criteria of 0.5X to 2.0X for both revenue and market capitalization. Additionally, Caterpillar and PPG Industries did not participate in the TowersWatson executive survey. As a result, the committee approved replacing these three companies with Deere & Company, General Dynamics and Northrup Grumman.
Comparing Exelon to its Peer Group. The median revenue of our peer group for the year ended December 31, 2014 was approximately $21.7 billion as compared to our revenues of $27.4 billion. As of December 31, 2014, the median market capitalization of our peer group was $32.0 billion as compared to our market capitalization of $31.9 billion.
Setting Target TDC for our NEOs.NEOs
The compensation committee initially sets target TDC atuses a variety of data to gauge market median ofcompetitiveness, including peer group companies,data and regression analysis, but TDC can vary based on competencies and skills, scope of responsibilities, the executive’s experience and performance, retention, succession planning and the organizational structure of the businesses (internal(e.g., internal alignment and reporting relationships). In establishing NEO
Peer Groups Used for Benchmarking Executive Compensation
An assessment of our executives’ compensation levels against our peer group is one of several considerations in the committee doesprocess of determining compensation for our NEOs. While we would prefer to focus on peers from the energy services industry, there are not formally consider the ratioenoughcomparably-sized companies to create a robust peer group. Therefore, we use a blended peer group consisting of individual NEO compensation relative to other NEOs.twosub-groups: Energy Services peers and General Industry peers.
• | Energy Services – We include 10 energy services companies in our peer group even though 5 had 2015 revenues that were less than half the size of Exelon’s (prior to the PHI acquisition). These include: |
AEP Co., Inc. | Dominion Resources, Inc. | Duke Energy Corp. | Edison International | Entergy Corporation | ||||
FirstEnergy Corp. | NextEra Energy, Inc. | PG&E Corp. | PSEG, Inc. | Southern Company |
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Compensation Discussion & Analysis
Section III:What We Pay and Why We Pay it
Our NEOs for 2014 are unchanged from 2013 as shown below:
3M | Alcoa | Deere & Company | DuPont | General Dynamics | ||||
Hess Corporation | Honeywell Co. | International Paper | Johnson Controls Inc. | Northrop Grumman |
How We Use the Peer Group
An input in developing compensation targets and pay mix |
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Compensation Framework and 2014 Performance-based Pay Actions
Pay at Risk
Pay at risk in action. Consistent with our pay-for-performance culture and to ensure alignment with shareholder interests, the committee recommends CEO pay decisions to the independent directors based on the core compensation principle of putting the majority of compensation in the form of variable pay that is at risk.
For example, 100% of Mr. Crane’s 2014 total direct compensation adjustment of 3.8% was in the form of LTI.
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
Section III: NEO Compensation and Rationale
The compensation committee designed Exelon’s 2016 compensation program to incentivize and reward leaders who create long-term value for our shareholders. The primary compensation elements utilized include:
• | Base salary |
• | An annual incentive program (AIP) |
• | A long-term incentive program (LTIP) consisting of the PShares and Restricted Stock Units (RSUs) |
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Almost 78% of our CEO’s target total direct compensation is in the form of LTIP, which is almost 7 percentage points higher than the average CEO in our peer group.
The majority of compensation paid to our NEOs is tied to the achievement of short- and long-term financial and operational goals. Additionally, a significant portion is paid in the form of equity and all components except for salary are“at-risk.”
56 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
Key components of our 2016 compensation program are listed below.
Pay Element | Form | Performance Period | Performance Link | Purpose | ||||||
Salary | Cash | N/A | N/A | Provide income certainty at competitive levels to attract and retain key talent | ||||||
AIP | Cash | 1 Year | • Adjusted (non-GAAP) Operating EPS (70%) • Operational Goals (30%) – Outage Duration, Outage Frequency, Net Fleetwide Capacity Factor, Dispatch Match • TSR Cap if negative 1-year absolute TSR | Motivate executives to achieve key annual financial and operational objectives | ||||||
LTIP | Performance Share Units (67% of LTIP) | Weighted Average of Performance 2016-2018 | 2016 Scorecard | • Earned ROE at Exelon (50%) • FFO/Debt at ExGen (50%) | Focus executives on driving long-term success and align interests of executives with shareholders | |||||
2017-2018 Scorecard | • Utility Earned Return on Equity (33.3%) • Utility Net Income (33.3%) • Exelon FFO/Debt (33.4%) | |||||||||
2016-2018 Modifier | • Relative TSR Modifier (3 year period) • TSR Cap if negative 1-year absolute TSR | |||||||||
Restricted Stock Units (33% of LTIP) | Vest One-Third Per Year Over 3 Years | • Stock Price | Enhance retention of key talent and align interests of executives with shareholders |
2016 Target Adjustments
In January, as part of the annual merit review, the compensation committee (and board of directors with respect to the CEO) approved a 2.5% increase in base salary for each executive officer effective March 1, 2016. Based on the market assessment for each NEO, which included peer group and regression data, no changes were made to target AIP or LTIP compensation. In April, the compensation committee increased Mr. Von Hoene’s target total direct compensation effective May 2, 2016 to reflect the importance of his role. Base salary was increased by 11.3%, AIP increased to 100% and target total LTIP increased from $2,297,625 to $2,920,000.
The table below lists target 2016 compensation by element as of December 31, 2016.
Cash Compensation | Long-Term Incentives | Target Total Direct Compensation | ||||||||||||||||||||||||||
Name | Base | AIP Target | Target Total Cash | RSUs 33% | PShares 67% | Target Total LTIP | ||||||||||||||||||||||
Crane | $ | 1,261,000 | 130 | % | $ | 2,900,300 | $ | 3,332,901 | $ | 6,766,799 | $ | 10,099,700 | $ | 13,000,000 | ||||||||||||||
Thayer | 788,200 | 95 | % | 1,536,990 | 891,333 | 1,809,677 | 2,701,010 | 4,238,000 | ||||||||||||||||||||
Von Hoene | 865,000 | 100 | % | 1,730,000 | 963,600 | 1,956,400 | 2,920,000 | 4,650,000 | ||||||||||||||||||||
Cornew | 862,000 | 100 | % | 1,724,000 | 962,940 | 1,955,060 | 2,918,000 | 4,642,000 | ||||||||||||||||||||
O’Brien | 804,600 | 95 | % | 1,568,970 | 815,110 | 1,654,920 | 2,470,030 | 4,039,000 |
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 57 |
Compensation Discussion & Analysis
Total Cash Compensation (Base Salary and Annual Incentive Program)
2016 Base Salary
Overview. We pay base salaries to attract and retain talented executives and to provide a fixed level of cash compensation. Base salaries for our NEOs are set by the compensation committee and adjusted following an annual market assessment of peer group compensation. Base salaries may be adjusted (1) as part of the annual merit review or (2) based on a promotion or significant change in job scope. The compensation committee considers the results of the annual market assessment in addition to the following factors when contemplating a merit review: individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters.
2014 base salary adjustments2016 AIP. The table below depicts 2014 base salary adjustments that were effective March 1, 2014. In the case of Mr. Thayer, a subsequent market adjustment was approved by the committee effective July 1, 2014 to reflect the addition of information technology, and supply chain to his portfolio of responsibilities.
Name | Merit Increase | Market Adjustment | ||||||
Crane | 0.0 | % | ||||||
Thayer | 3.7 | % | 7.1 | % | ||||
Cornew | 2.5 | % | ||||||
O’Brien | 2.5 | % | ||||||
Von Hoene, Jr. | 2.6 | % |
Performance-based Annual Incentive Program
Overview. We grant performance-based annual incentive awards to compensate our NEOs for achieving the company’s annual financial and operational performance goals. These awards represent a relatively small percentageRefer to “Compensation Program is Directly Linked to Value Drivers” above for the rationale for the selection of the executives’ target total direct compensation (e.g., 12% for our CEO to about 18% for all other NEOs on average), as a majority of NEO pay is in the form of LTI. Bothperformance goals.
Step 1 | Step 2 | Step 3 | Step 4 | |||
Set AIP Target • Expressed as percentage of base salary, as of 12/31/16 • CEO annual incentive target of 130% • Other NEO annual incentive targets range from 95% to 100% | Determine Performance Factor • Based on 70% adjusted(non-GAAP) operating EPS and 30% operational metrics* | Determine Negative TSR Cap* • Ifone-year absolute TSR is negative, AIP payout will be capped at target | Apply Final Multiplier • Multiply the target award by the lesser of (i) the performance factor or (ii) the negative TSR cap if applicable • Award can range from 0% to 200% of target (target of 100%) |
* | New feature for 2016 added in response to shareholder feedback |
In prior years, the AIP process included an additional step to apply an individual performance multiplier. Some shareholders voiced concern about the use of the discretionary IPM, so it was removed from current and the LTI are considered at risk and subject to recoupment in the case of a material negative adjustment of Exelon’s financial or operational results, as provided in the recoupment policy described on page 54.
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
2016 Performance.The following table describes the performance scales and results for the 2016 goals. The compensation committee and board of directors elected to exercise negative discretion to reduce the amount that would otherwise have been payable under the formulaic performance calculation shown below:
Goals | Threshold | Target | Distinguished | 2016 Actual | Weighting | Weighted Payout as a % of Target | ||||||||||||||||||
Financial | ||||||||||||||||||||||||
Adjusted (non-GAAP) OperatingEarnings Per Share (EPS)* | $ | 2.37 | $ | 2.54 | $ | 2.83 | $ | 2.68 | 70 | % | 103.79 | % | ||||||||||||
Operational | ||||||||||||||||||||||||
Outage Duration (CAIDI) Calculated as the total number of customer interruption minutes divided by the total number of customer interruptions | 97 | 89 | 83 | 91 | 7.5 | % | 6.56 | % | ||||||||||||||||
Outage Frequency (SAIFI) Calculated as the total number of customer interruptions divided by the total number of customers served | 0.92 | 0.82 | 0.71 | 0.78 | 7.5 | % | 10.23 | % | ||||||||||||||||
Net Fleetwide Capacity Factor The weighted average of the capacity factor of all Exelon nuclear units, calculated as the sum of net generation in megawatt hours divided by the sum of the hourly annual mean net megawatt rating, multiplied by the number of hours in a period | 91.7 | % | 93.7 | % | 94.6 | % | 94.8 | % | 7.5 | % | 15.00 | % | ||||||||||||
Dispatch Match Measure the responsiveness of a fossil generating unit to the market | 94.5 | % | 97.2 | % | 99.0 | % | 97.2 | % | 7.5 | % | 7.50 | % | ||||||||||||
Formulaic Performance Calculation |
| 143.08 | % |
* | Refer to Appendix for the rationale for using and a reconciliation of adjusted(non-GAAP) operating earnings per share to GAAP earnings per share. |
Performance GoalsConsiderations. The performance goal used to determineDuring our outreach several shareholders expressed concern about our AIP outcome for 2015, in which we awarded our NEOs a payout of 129.63% despite absolute TSR being negative. Based on this feedback, the annual incentives and bonuses for the named executive officers was non-GAAP operating EPS, which represents earnings directly related to ongoing operations of the business. Mr. O’Brien’s AIP is based on a blend of EPS and the average operational and cost results for our three utilities (BGE, ComEd, and PECO). These goals were chosen because they reflect financial management and operational excellence goals that are associated with the creation of value for shareholders. Financial and operational goals are set at threshold (50%), target (100%) and distinguished (200%) levels based on objectives incompensation committee considered the company’s strategic business plan. The 2014 non-GAAP operating EPS target approvedcombined performance during 2015 and 2016 when determining the 2016 AIP award levels.
Absent the exercise of discretion by the compensation committee contains stretch goals basedand board of directors, the AIP payout would have resulted in a payout of 143.08% of target, which we believe would have been appropriate in a year where we:
• | exceeded the midpoint of our upwardly revised external EPS guidance range ($2.65) by 3 cents and the midpoint of our initial external EPS guidance range ($2.55) by 13 cents, |
• | had an absolute TSR of 32.8%, |
• | had a relative TSR that outperformed the UTY by 15.4%, and |
• | were ranked second highest TSR in the UTY. |
However, the compensation committee and board of directors considered the impact that this year’s structural changes would have had on the company’s internal business plan. The committee setCEO’s payouts if these changes had been in place for 2015. In this scenario, the operational goals based on industry performance benchmarks (where available)payout for 2015 would have been capped at 100%. If we deducted the difference from this year’s formulaic AIP outcome it would have resulted in an AIP payout of 114.18% of target for 2016.
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Compensation Discussion & Analysis2014 Performance.
The compensation committee approvedand board of directors also considered how the CEO’s total direct compensation (i.e., the sum of base salary, AIP and LTIP) would have been impacted if the changes made to the LTIP had been in place for 2016. Balancing this impact with a number of other factors, including the CEO’s strong performance in 2016 and accompanying strong financial results and shareholder return, the compensation committee and board of directors decided to set the CEO’s AIP for 2016 at 100% of target.
In addition to impacting the AIP payout, the discretion used on the CEO’s award also impacts his pension value. The application of 113.93%, based on adjusted non-GAAP operating EPS performancenegative discretion resulted in a 35% or $971,581 reduction in the increase in his pension value. As a result, instead of 103.57% and an IPM of 110%, for each NEO, with the exception of Mr. O’Brien whose payout was 128.52%, based on an AIP performance factor of 116.83% and an IPM of 110%.$2,807,792 increase, his pension value increased by $1,836,211 in 2016.
The following table shows how the formula was applied and the actual amounts awarded.
NEO | Salary | Target AIP% | Performance Factor | Total Award for 2014 Performance | IPM% | Actual Award | ||||||||||||||||||||||||||||||||||||||
Crane | $ | 1,200,000 | x | 125 | % | x | 103.57 | % | = | $ | 1,553,550 | x | 110 | % | = | $ | 1,708,905 | |||||||||||||||||||||||||||
Thayer | $ | 750,000 | x | 95 | % | x | 103.57 | % | = | $ | 737,946 | x | 110 | % | = | $ | 811,741 | |||||||||||||||||||||||||||
Cornew | $ | 820,000 | x | 100 | % | x | 103.57 | % | = | $ | 849,285 | x | 110 | % | = | $ | 934,214 | |||||||||||||||||||||||||||
O’Brien | $ | 765,500 | x | 95 | % | x | 116.83 | % | = | $ | 849,639 | x | 110 | % | = | $ | 934,603 | |||||||||||||||||||||||||||
Von Hoene, Jr. | $ | 740,000 | x | 85 | % | x | 103.57 | % | = | $ | 651,463 | x | 110 | % | = | $ | 716,609 |
Compensation Discussion & Analysis
NEO | AIP Target | Formulaic Performance Factor | Formulaic Award | Performance Factor with Negative Discretion | Actual Award | |||||||||||||||
Crane | $ | 1,639,300 | 143.08 | % | $ | 2,345,510 | 100.00 | % | $ | 1,639,300 | ||||||||||
Thayer | 748,790 | 143.08 | % | 1,071,368 | — | 1,071,368 | ||||||||||||||
Von Hoene | 865,000 | 143.08 | % | 1,237,642 | — | 1,237,642 | ||||||||||||||
Cornew | 862,000 | 143.08 | % | 1,233,350 | — | 1,233,350 | ||||||||||||||
O’Brien | 764,370 | 143.08 | % | 1,093,660 | — | 1,093,660 |
Note: Adjusted (non-GAAP) Operating Earnings2016 Long-Term Incentive Program (LTIP)
Adjusted (non-GAAP) operating earnings are provided as a supplement to results reported in accordance with GAAP. The adjustments generally exclude significant one-time charges or credits that are not normally associated with ongoing operations, mark-to-market adjustments from economic hedging activities and unrealized gains or losses from nuclear decommissioning trust fund adjustments. Management uses such adjusted (non-GAAP) operating earnings internally to evaluate the company’s performance and manage its operations and externally to report performance to investors. Accordingly, management also uses adjusted (non-GAAP) operating earnings as a goal in its annual incentive plan. A reconciliation of adjusted (non-GAAP) operating earnings per share to reported GAAP earnings for 2014 is presented below; amounts may not add due to rounding:
2014 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share | $ | 2.39 | ||
Adjustments: | ||||
Mark-to-Market Impact of Economic Hedging Activities | (0.42 | ) | ||
Unrealized Gains Related to NDT Fund Investments | 0.10 | |||
Plant Retirements and Divestitures | 0.28 | |||
Asset Retirement Obligation Update | 0.02 | |||
Merger and Integration Costs | (0.21 | ) | ||
Amortization of Commodity Contract Intangibles | (0.07 | ) | ||
Reassessment of State Deferred Income Taxes | 0.03 | |||
Bargain-Purchase Gain on Integrys Acquisition | 0.03 | |||
Gain on CENG Integration | 0.18 | |||
Tax Settlements | 0.12 | |||
Long-lived Asset Impairments | (0.50 | ) | ||
CENG Non-Controlling Interest | (0.07 | ) | ||
2014 GAAP Earnings (Loss) Per Share | $ | 1.88 |
The following table describes the performance scales and results for the 2014 goals:
Goals | Threshold | Target | Distinguished | 2014 Results | Unadjusted Payout as a % of Target | |||||||||||||||
Adjusted (non-GAAP) Operating Earnings Per Share (EPS) | $ | 2.21 | $ | 2.38 | $ | 2.66 | $ | 2.39 | 103.57 | % | ||||||||||
Avg of BGE, ComEd and PECO Operational Results* | | Performance scale is a composite of multiple measures | | 131.20 | % | |||||||||||||||
Avg of BGE, ComEd and PECO Cost Results* | 101.36 | % |
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2014 LTI Awards
One of our central tenets of executive compensation is to “manage for the long-term” and we believe that execution against the company’s strategy over multi-year periods will lead to an increase in long-term shareholder value creation. The LTI program for our senior vice presidents and higher officers (including our NEOs) consists of restricted stock units (“RSUs”) and performance share units (“PSUs”).
Compensation Discussion & Analysis
The committee approves the annual equity incentive grants at its meeting in January.January each year. On January 27, 2014,25, 2016, the compensation committee approved the 20142016 grants for RSUs and PSUs,PShares, which are shown in detail in the Grants of Plan-Based Awards table on page 63.
The number of shares subject to each award type was based on the 2014 target awards that were approved by the committee. The grant date fair value of the awards based on the January 27, 2014 closing stock price of $28.20 is shown in the Summary Compensation Table, and the amounts of equity awards granted to each NEO are listed below as well as in the Grants of Plan-Based Awards table. Outstanding equity awards are shown in the Outstanding Equity Awards table.
Restricted Stock Units. RSUs vest ratably over three years. The compensation committee believes that RSUs provide stability, foster retention and less volatility than other forms of LTI such as stock options, but are still linked to changes in shareholder value. Dividend equivalents with respect to RSUs are reinvested as additional RSUs, subject to the same vesting conditions as the underlying RSUs.
Performance Share Units. PSUs The PShare program is a target granted after 2012 vest in full afterat the beginning of a three-year cycle and based on performance period. Each PSU representsover the right to receive shares or cash to the extent performance goals are satisfied during the three year performance period. Performance periods overlap, with a new three- year performance cycle beginning each year.cycle. The committee can elect to modify the goal targets annually on a forward-looking basis to address unintended consequences with the challenges of setting three-year goals. At the end of each performance period, performance share units are awarded contingent upon the level of achievement of financial management and operational excellence goals as determined by the committee andfinal payout is subject to a total shareholder return modifier over three yearsthe three-year period, relative to other competitive integrated companies that have at least 25% or more of their assets in unregulated businesses (Entergy, First Energy, NextEra Energy, PPL and PSEG). Settlement of PSUs is 50% in Exelon shares, with the balance in cash. The exception is for executive vice presidents and higher officers who have achieved 200% or more of their stock ownership target asperformance of the September 30 measurement dateUTY. Refer to “Compensation Program is Directly Linked to Value Drivers” above for the rationale for the selection of the year priorperformance goals.
60 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
Based on shareholder feedback, we are transitioning from the average of threeone-year performance periods to payout, in which case the award is settled entirely in cash.a three-year performance period as shown below:
2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
2014-2016 | Operational Excellence (40%) Financial Management (60%) |
Operational Excellence (40%) Financial Management (60%)
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Earned ROE at Exelon (50%) FFO/Debt at ExGen (50%)
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Average of three years of performance
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2015-2017 | Operational Excellence (40%) Financial Management (60%) | Earned ROE at Exelon (50%) FFO/Debt at ExGen (50%) |
Utility Net Income (33.3%) Utility Earned ROE (33.3%) Exelon FFO/Debt (33.4%)
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Average of three years of performance
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2016-2018 |
Earned ROE at Exelon (50%) FFO/Debt at ExGen (50%)
| Utility Net Income (33.3%) Utility Earned ROE (33.3%) Exelon FFO/Debt (33.4%) | ||||||||||||||||||||||
Weighted average of two performance periods
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2017-2019 |
Utility Net Income (33.3%) Utility Earned ROE (33.3%) Exelon FFO/Debt (33.4%)
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Straight performance, no average |
How the Performance Share UnitsPShares Work. Each NEO’s target performance share unit award is applied against the following:
Step 1 | Step 2 | Step 3 | Step 4 | Step 5 | ||||||||||||
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Establish PShare Target • | Determine Performance Multiplier • • Performance can range from 0% to | Determine TSR Modifier • | Calculate Final Multiplier • • Ifone-year Exelon absolute TSR is negative, PShare payout will be capped at target* | Apply Final Multiplier • Apply the final multiplier to • Award can range from 0% to 200% of target (target of 100%) after |
* | New feature for 2016 added in response to shareholder feedback |
In prior years, the PShare process included an additional step to apply an individual performance multiplier. Some shareholders voiced concern about the use of the discretionary IPM, so it was removed from future PShare payout determinations.
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
2016-2018 PShare Scorecards
Due to the transition to a three-year performance period, the 2016-2018 PShares granted in January 2016 will be awarded based on the weighted average performance for two scorecards, 2016 and 2017-2018.
2016 PShare Scorecard
The table below reflects the 2016 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels. Performance Sharewas evaluated at the end of 2016. The 2016 scorecard applies to the first year of the 2016-2018 PShare program, the second year of the 2015-2017 PShare program and the final year of the 2014-2016 PShare program.
2016 PShare Scorecard | ||||||||||||||||||||||||
Metrics | Metric Weighting | Threshold | Target | Distinguished | Final Score | Actual Award vs. Metric Weighting | ||||||||||||||||||
Exelon ROE | 50.0 | % | 6.60 | % | 7.05 | % | 7.50 | % | 8.08 | % | 75.0 | % | ||||||||||||
ExGen FFO/Debt | 50.0 | % | 27.0 | % | 30.0 | % | 38.01 | % | 33.7 | % | 50.0 | % | ||||||||||||
| Committee-Approved Performance | | 125.00% |
2017-2018 PShare Scorecard
The table below reflects the 2017-2018 PShare Scorecard.The 2014 FFO/Debt uses a “stair-step” approach with no interpolation between data performance share goals (financial managementlevels, where Utility Return on Equity and operational excellence) haveUtility Net Income use interpolation. Performance will be evaluated at the underlying metrics shown inend of 2018 after the scorecard below. The metrics were chosen for their correlation with driving long-term shareholder value creation.completion of thetwo-year performance period. This is part of the transition to the three-year performance period.
Utility Earned ROE | Utility Net Income | Exelon FFO/Debt | ||
• Average utility return on equity weighted on the basis of EPS contribution • Measure of the company’s ability to generate earnings in relation to the amount of equity shareholders have invested in the company | • Aggregate utility adjusted(non-GAAP) operating earnings, including Corporate • Internal measure to evaluate the company’s performance and manage operations | • Funds from operations to total debt ratio • Leverage ratio that a credit rating agency uses to evaluate a company’s financial risk |
2017-2018 PShare Scorecard |
Metrics (1) | Metric Weighting | Threshold 50% | Target 100% | Distinguished 150% | ||||||||||||
Utility Net Income | 33.3 | % | $ | 1,362.00 | $ | 1,571.00 | $ | 1,785.00 | ||||||||
Utility Earned Return on Equity (ROE) | 33.3 | % | 8.20 | % | 9.30 | % | 10.40 | % |
Metric (2) | Metric Weighting | Threshold 50% | 75% | Target 100% | 125% | Distinguished 150% | ||||||||||||||||||
Exelon FFO/Debt | 33.4 | % | ³ | 16.0 | % | ³ | 17.0 | % | ³ | 18.0 | % | ³ | 22.0 | % | ³ | 24.0 | % |
(1) | Interpolation between threshold and target and target and distinguished. |
(2) | Stair-step approach, no interpolation between points. |
62 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
Payout of 2014-2016 PShare Program
The 2014-2016 PShare payout was determined based on the performance of the following metrics:
Financial Management Metrics (2014, 2015, and 2016 Scorecards)
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• | ExGen FFO/ |
Operational Excellence Metrics (2014 and 2015 Scorecards)
• | Outage |
• | Outage |
• | Net Fleetwide Capacity |
• | Dispatch |
Based on shareholder feedback, in 2016 the compensation committee moved operational metrics from the PShare program to the AIP. |
2014 Performance Share Goal-Setting.2014-2016 TSR Modifier The following table shows the 2014 financial management and operational excellence goals, as well as the underlying metrics, which are set based on either the internal business plan or industry performance. All metrics are designed to be challenging to achieve and were chosen because they are key measures for driving long-term success for Exelon.
Goal Rigor: In setting targets for 2014, the committee set eight of the ten underlying metrics at a more challenging level than the prior year.
![]() | In order to address shareholder concerns in 2016, the following modifications were made to the TSR modifier:
• Changed to apoint-for-point approach, where the UTY’s absolute TSR performance is subtracted from Exelon’s absolute TSR over the three-year period • The modifier is no longer capped (positive or negative) • For the 2014-2016 cycle, the TSR modifier is limited to positive 10% to mitigate any gain that the new modifier might have over the old modifier • If Exelon’sone-year absolute TSR is negative, the overall payout after calculated performance and the TSR modifier would be capped at target, regardless of Exelon’s performance to the The modifier for the 2014-2016 payout is |
Compensation Discussion & Analysis
2014 Performance Share Scorecard | ||||||||||||||||||||||||||||
Goals / Weighting | Metrics | Metric Weighting | Operating Company | Threshold* | Target* | Target Calibrated to | Distinguished | Final Score | Actual Award vs. Metric Weighting | |||||||||||||||||||
Financial 60% | ROE | 30.0% | Exelon Corp | 7.0 | % | 8.0 | % | Budget | 9.0 | % | 8.22 | % | 30.00 | % | ||||||||||||||
FFO /Debt | 30.0% | ExGen HoldCo | 39.0 | % | 40.6 | % | Budget | 43.1 | % | 41.0 | % | 30.00 | % | |||||||||||||||
Operational Excellence: 40% | Outage Duration (Average) | 6.7% | BGE | 113.0 | 95.0 | 2nd Quartile | 91.5 | 92.0 | 2.79 | % | ||||||||||||||||||
{ ComEd | 94.0 | 85.0 | 1st Quartile | 84.0 | 84.0 | 3.35 | % | |||||||||||||||||||||
PECO | 94.0 | 88.0 | 1st Quartile | 85.5 | 90.0 | 1.68 | % | |||||||||||||||||||||
Outage | 6.7% | BGE | 1.12 | 0.97 | 2nd Quartile | 0.91 | 0.77 | 3.35 | % | |||||||||||||||||||
{ ComEd | 0.90 | 0.78 | 1st Decile | 0.76 | 0.81 | 1.68 | % | |||||||||||||||||||||
PECO | 0.90 | 0.78 | 1st Decile | 0.76 | 0.77 | 2.79 | % | |||||||||||||||||||||
Net Fleetwide Capacity Factor | 13.3% | Nuclear | 91.3 | % | 93.3 | % | 1st Quartile | 93.8 | % | 94.2 | % | 19.95 | % | |||||||||||||||
Dispatch Match | 13.3% | Power | 95.1 | % | 97.1 | % | Internal measure | 97.9 | % | 96.5 | % | 9.98 | % | |||||||||||||||
| Formulaic Payout | | 105.56 | % |
One-time Performance-based Transition Award
As we discussed in last year’s proxy statement, the committee approved a one-time performance-based transition award in 2013 that replaced lost targeted LTI payments resulting from lengthening the performance period to three years from one year. The first installment of the transition award (representing 33% of the targeted value) was paid in January 2014 at 125% of target based on 2013 performance share results. The second installment (representing 67% of targeted value) was paid in January 2015 at 115.28% of target based on the average 2013 (125%) and 2014 (105.56%) performance share results.
Payout of the Second Installment of the Transition Award. Share payouts for the NEOs are shown in the table below. Payouts were settled entirely in cash for all NEOs due to their having achieved over 200% of their stock ownership targets as of the measurement date of September 30, 2014.
NEO | Second Installment Target Shares | Performance Factor | Actual Share Award | |||||||||||||||||
Crane | 79,266 | x | 115.28 | % | = | 91,378 | ||||||||||||||
Thayer | 21,229 | x | 115.28 | % | = | 24,473 | ||||||||||||||
Cornew | 24,000 | x | 115.28 | % | = | 27,667 | ||||||||||||||
O’Brien | 20,333 | x | 115.28 | % | = | 23,440 | ||||||||||||||
Von Hoene, Jr. | 17,599 | x | 115.28 | % | = | 20,288 |
Section IV:Governance Features of Our Executive Compensation Programs
CEO Annual Performance Assessment
On an annual basis, the independent directors of the Exelon board conduct a thorough review of CEO performance. In 2014, the review considered the extent of Mr. Crane’s achievement in executing against Exelon’s strategy toleverage our integrated business model to create value and diversify our business.In addition, the board considered Exelon’s 2014 stock price performance (+40.6% total shareholder return), financial (beat plan for EPS) and operational performance (best-in-class or first decile performance against industry standards on several metrics). Mr. Crane prepared a detailed self-
Exelon CorporationNotice of the Annual Meeting and |
Compensation Discussion & Analysis
assessment reporting to
2014-2016 PShare Program Payout Determination
The compensation committee approved a payout of 118.43%, based on the boardaverage performance of 117.68% for the 2014, 2015 and 2016 scorecards and a TSR modifier of 0.64% based on his performance during2014-2016 TSR performance. The 2014 and 2015 scorecards are presented in the yearAppendix; the 2016 scorecard is presented above under “2016-2018 PShare Scorecards.”
Year
|
Scorecard
| Average
|
TSR Modifier
|
Overall Award Payout
| ||||
2014 | 105.56% | 117.68% | 0.64% | 118.43%
117.68% x (100%+0.64%) | ||||
2015 | 122.48% | |||||||
2016 | 125.00% |
The following table shows how the formula was applied and the actual amounts awarded.
NEO | Target Shares | Performance Factor | Actual Award | |||||||||||||||||
Crane | 222,700 | x | 118.43 | % | = | 263,744 | ||||||||||||||
Thayer | 62,200 | x | 118.43 | % | = | 73,663 | ||||||||||||||
Von Hoene | 60,800 | x | 118.43 | % | = | 72,006 | ||||||||||||||
Cornew | 66,700 | x | 118.43 | % | = | 78,993 | ||||||||||||||
O’Brien | 56,600 | x | 118.43 | % | = | 67,031 |
Settlement of PShares is 50% in shares with respect to eachthe balance in cash. However, participants who have achieved 200% or more of the performance requirements. The Exelon board considered the financial highlightstheir stock ownership target as of September 30 of the year prior to payout have the option of settling the award (a) entirely in stock, (b) entirely in cash, or (c) half in stock and a strategy scorecard that assessed performance against the company’s vision and goals. This review was consideredhalf in making decisions regarding Mr. Crane’s compensation.cash.
Section IV: Governance Features of Our Executive Compensation Programs
Stock Ownership and Trading Requirements
To strengthen the alignment of executives’ interests with those of shareholders, officers of the company are required to own certain amounts of Exelon common stock. In 2012, following the merger with Constellation, Exelon reviewed the ownership requirements and updated the guidelines. Executives must meet these guidelines within five years after the later of the implementation of the new guidelines, their employment or promotion to a new position. As of the annual measurement date of September 30, 2014,2016, all NEOs had an achievement level that exceeded 200% of their stock ownership guidelines as shown in the table below:
Required Minimum Ownership | Ownership as of Sept 30, | |||
Crane |
|
| ||
Thayer | 3 times base salary | 306% (of 3x) | ||
Von Hoene | 3 times base salary | 297% (of 3x) | ||
Cornew | 3 times base salary | 230% (of 3x) | ||
|
|
| ||
O’Brien | 3 times base salary |
| ||
|
|
|
For additional information about Exelon’s stock ownership guidelines, please see the Stock Ownership Requirements for Directors and Officers and the Beneficial Ownership Table on pages 28-29, respectively.Table.
64 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Compensation Discussion & Analysis
Exelon has adopted a policy requiring executive vice presidents and higher officers who wish to sell Exelon common stock to do so only through Rule10b5-1 stock trading plans, and permitting other officers to enter into such plans. This requirement is designed to enable officers to diversify a portion of their holdings in excess of the applicable stock ownership requirements in an orderly manner as part of their retirement and tax planning activities. The use ofRule 10b5-1 stock trading plans serves to reduce the risk that investorsshareholders will view routine portfolio diversification stock sales by executive officers as a signal of negative expectations with respect to the future value of Exelon’s stock. In addition, the use of Rule10b5-1 stock trading plans reduces the potential for accusations of trading on the basis of material,non-public information, which could damage the reputation of the company. Exelon’s stock trading policy does not permit short sales, hedging or pledging.
Consistent with thepay-for-performance policy, in May 2007, the board of directors adopted a recoupment policy as part of Exelon’s Corporate Governance Principles. The board of directors willmay seek recoupment of incentive compensation paid to an executive officer if the board determines, in its sole discretion, that:
• | the executive officer engaged in fraud or intentional misconduct; |
• | as a result of which Exelon was required to materially restate its financial results; |
• | the executive officer was paid more incentive compensation than would have been payable had the financial results been as restated; |
• | recoupment is not precluded by applicable law or employment agreements; and |
• | the board concludes that, under the facts and circumstances, seeking recoupment would be in the best interest of Exelon and its shareholders. |
Compensation Discussion & Analysis
In addition, the AIP includes a provision that the compensation committee and management may curtail awards if there is a “significant event,” which is defined as a single, high-profile event caused by a failure of Exelon that is determined to have been directly or indirectly caused by a human error or poor management attention. Significant events may include a single high-profile outage or another event that may result in negative customer and media impact or a significant adverse governmental or regulatory action. The compensation committee also has the right to apply negative discretion to unvested equity incentive awards if there is a significant event or other occurrence that may have a similar impact on the company.
Compensation Policies and Practices as They Relate to RiskManagement
The compensation and leadership development committee has considered Exelon’s policies and practices of compensating its employees, includingnon-executive officers, as they relate to risk management practices and risk-taking incentives and believes that such policies and practices are not reasonably likely to have a material adverse effect on Exelon. In this regard, the compensation committee considered the following factors:
• | The |
• | Exelon’s incentive programs are closely linked to the company’s value proposition and shareholder value creation. |
• | Incentive goals are not |
• | The |
• | The |
• |
|
Exelon’s officers are required to own Exelon stock, and |
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 65 |
Compensation Discussion & Analysis
• | The |
• | The company has a recoupment policy. |
Although the foregoing factors address financial risks, the compensation committee also considered that Exelon’s policies and practices include measures to make sure that the cost reduction and other goals designed to address financial performance do not present significant operational risk issues. These measures include the following:
• | For employees and all officers with business unit responsibilities, the |
• | Management carefully tracks a variety of safety and reliability metrics on a routine basis to make sure that performance is not adversely affected by such things as cost reduction efforts. |
Under Section 162(m) of the Internal Revenue Code, executive compensation in excess of $1 million paid to a CEO or other person among the three other highest compensated officers (excluding the CFO) is generally not deductible for purposes of corporate federal income taxes. However, qualified performance-based compensation, within the meaning of Section 162(m) and applicable regulations, remains deductible. The compensation and leadership development committee intends to continue reliance on performance-based compensation programs, consistent with sound executive compensation policy. The compensation committee’s policy has been to seek to cause executive incentive compensation to qualify as “performance-based” in order to preserve its deductibility for federal income tax purposes to the extent possible, without sacrificingpossible. However, the compensation committee reserves the right to approve compensation that may not be deductible under federal tax laws to maintain flexibility in designing appropriate compensation programs.
Because it is not “qualified performance-based compensation” within the meaning of Section 162(m), base salary is not eligible for a federal income tax deduction to the extent that it exceeds $1 million. Accordingly, Exelon is unable to deduct
Compensation Discussion & Analysis
that portion of Mr. Crane’s base salary in excess of $1 million. Annual incentiveAIP awards and performance share unitsPShares payable to NEOs are intended to be qualified performance-based compensation under Section 162(m), and to be deductible for federal income tax purposes. Restricted stock and restricted stock unitsRSUs are not deductible by the company for federal income tax purposes under the provisions of Section 162(m) to the extent an NEO’s compensation that is not “qualified performance-based compensation” is in excess of $1 million.
In order to qualify payments under the AIP and performance share program as performance-based for Section 162(m) of the Internal Revenue Code, the compensation committee uses a “plan-within-plan”two-step approach to determine the amount of the bonus payment. The first step is to fund the overall bonus pool. The pool is funded if the company meets thepre-established performance metrics. The second step is accomplished when the compensation committee exercises “negative discretion” by making adjustments to the formula award funded by the overall pool. Negative discretion is used to reduce the amount funded by the pool to an amount equal to the target bonus (for AIP) or target equity (for the performance share program) adjusted for final company performance and individual performance.
Under Section 4999 of the Internal Revenue Code, there is an excise tax ifchange-in-control or severance benefits are greater than 2.99 times the five-year average amount of income reported on an individual’sW-2. In April 2009 the compensation committee adopted a policy that no future employment or severance agreements that provide for benefits for NEOs on account of termination will include an excise taxgross-up. However, certain NEOs have change in control severance agreements that pre-date April 2009 and provide excise tax gross-ups, and avoid gross-ups by reducing payments In 2016, the named executive officers consented to under the threshold if the amount otherwise payable to an executive is not more than 110%removal of the threshold.
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation
The tables below summarize the total compensation paid or earned by each of the Named Executive Officers (NEOs) of Exelon for the year ended December 31, 2014,2016, presented in accordance with SEC requirements. Basic information about the elements of compensation as disclosed in the tables is shown below:
Salary:
• | Amounts may not match the amounts discussed in Compensation Discussion and Analysis because that discussion concerns salary rates; the amounts reported in the Summary Compensation Table reflect actual salaries paid during the year including the effect of changes in salary rates. |
• | Changes to base salary generally take effect on March 1. There may also be changes at other times during the year to reflect promotions or changes in responsibilities. |
Bonus:
• | Reflects discretionary bonuses or amounts paid under the |
Stock Awards:
• | Values reported show the grant date fair value calculated in accordance with FASB ASC Topic 718. |
• | Consist primarily of performance share unit awards and restricted stock unit awards pursuant to the terms of the 2011 Long-Term Incentive Plan. |
• | Since 2013, award mix is 67% performance share units and 33% restricted stock units; stock options are no longer granted. |
Performance Share Units:
• | Compensation and leadership development committee redesigned |
• |
|
• |
|
• | Removed individual performance multiplier. |
• | Strengthened the TSR modifier. |
• | Capped incentive payouts if Exelon’s TSR is negative over the last 12 months of the performance period. |
• | Moved operational metrics to AIP. |
• | Maximum payout for performance share units is 150% of |
• | Total shareholder return reinstated as a formulaic award modifier. |
• |
|
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 67 |
Executive Compensation Data
• | If Exelon’s absolute TSR is negative for the last year of the three-year performance period, the overall payout after calculated performance and the TSR modifier would be capped at target, regardless of Exelon’s performance compared to |
• | Threshold, target and distinguished goals for performance share unit awards established on the grant date (generally the date of the first committee meeting in the first year in the performance period). |
• | Actual performance against the goals for each year in the performance period established at the first committee meeting after the completion of the year. |
At the end of the three-year performance period awards are made based on the average of the level of performance for each of the three years in the performance period. In 2017, performance goals will transition to a three-year measurement period, |
• | The award date is the date of the first committee meeting after the completion of the third year in the performance period. |
Executive Compensation Data
• |
|
• | Performance share unit awards are settled 50% in Exelon common stock and 50% in cash, except for |
Transition Awards:
|
|
Restricted Stock Units:
• | Vest ratably on the date of the first regular committee meetings during the next |
• | In limited cases, restricted stock units are granted to executives as a means to recruit and retain talent. |
• | May be used for new hires to offset annual or long-term incentives forfeited from a previous employer. |
• | May also be used as a retention vehicle, vesting afterpre-determined period of time and subject to forfeiture upon voluntarily termination. |
• | May incorporate performance criteria as well as time-based vesting. |
• | Amounts of restricted |
Stock Options:
• | Not granted since 2012. |
• | Prior to 2013 made pursuant to terms of Long-Term Incentive |
• | Granted at a strike price that was not less than the fair market value of a share of stock on the date of grant. |
• | Fair market value was defined under the plans as the closing price on the grant date as reported on the New York Stock Exchange. |
• | Individuals receiving stock options were provided right to buy fixed number of shares of Exelon common stock at the closing price on the grant date. |
• | Target for the number of options awarded determined by the portion of the long-term incentive value attributable to stock options and a theoretical value of each option determined by the committee using a lattice binomial ratio valuation formula. |
• |
|
|
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
• | Under the terms of the Long-Term Incentive Plan stock options may not bere-priced or cashed out. |
Non-equity incentive plan compensation:
• | Includes amounts earned under the |
• | Amount of the annual incentive target opportunity expressed as a percentage of base salary, with actual awards determined using the base salary at the end of the year. |
• | Threshold, target and distinguished (i.e., maximum) achievement levels established for each goal. |
• | Threshold for each goal set at the minimally acceptable level of performance, for a payout of 50% of |
• | Target set consistent with the achievement of the business plan objectives. |
• | Distinguished set at a level that significantly exceeds the business plan and has a low probability of payout, capped at 200% of target. |
• | Awards interpolated to the extent performance falls between the threshold, target, and distinguished levels. |
• | Final award based on the weighting and performance of each goal. |
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
Summary Compensation Table
Year (a) | Salary ($) (b) | Bonus ($) Note 1 (c) | Stock ($) Note 2 (d) | Option ($) Note 3 (e) | Non-Equity Note 4 (f) | Change in ($) Note 5 (g) | All Other ($) Note 6 (h) | Total ($) (i) | ||||||||||||||||||||||||||
| Christopher M. Crane President and Chief Executive Officer, Exelon | | ||||||||||||||||||||||||||||||||
2014 | $ | 1,200,000 | $ | 155,355 | $ | 9,345,480 | $ | — | $ | 1,553,550 | $ | 2,431,986 | $ | 304,459 | $ | 14,990,830 | ||||||||||||||||||
2013 | 1,191,539 | — | 12,606,074 | — | 1,565,250 | 1,584,841 | 243,994 | 17,191,698 | ||||||||||||||||||||||||||
2012 | 1,078,750 | 131,100 | 4,234,680 | 1,191,300 | 1,311,000 | 2,063,852 | 190,568 | 10,201,250 | ||||||||||||||||||||||||||
| Jonathan W. Thayer Senior Executive Vice President and Chief Financial Officer, Exelon | | ||||||||||||||||||||||||||||||||
2014 | 717,597 | 73,795 | 2,974,199 | — | 737,946 | 166,783 | 85,008 | 4,755,328 | ||||||||||||||||||||||||||
2013 | 670,193 | — | 4,000,394 | — | 633,913 | 162,252 | 254,815 | 5,721,567 | ||||||||||||||||||||||||||
2012 | 500,000 | 55,575 | 1,433,160 | 405,460 | 555,750 | 154,502 | 128,519 | 3,232,966 | ||||||||||||||||||||||||||
| Kenneth W. Cornew Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation | | ||||||||||||||||||||||||||||||||
2014 | 815,769 | 84,929 | 2,822,820 | — | 849,285 | 194,029 | 55,193 | 4,822,025 | ||||||||||||||||||||||||||
2013 | 760,392 | — | 4,715,518 | — | 834,782 | 219,293 | 37,349 | 6,567,334 | ||||||||||||||||||||||||||
| Denis P. O’Brien Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities | | ||||||||||||||||||||||||||||||||
2014 | 761,534 | 84,964 | 2,382,900 | — | 849,639 | 299,132 | 54,936 | 4,433,105 | ||||||||||||||||||||||||||
2013 | 742,233 | — | 3,233,366 | — | 811,205 | 411,426 | 43,984 | 5,242,214 | ||||||||||||||||||||||||||
2012 | 686,923 | 68,513 | 1,513,540 | 426,360 | 685,125 | 248,744 | 50,999 | 3,680,204 | ||||||||||||||||||||||||||
| William A. Von Hoene Jr. Senior Executive Vice President and Chief Strategy Officer, Exelon | | ||||||||||||||||||||||||||||||||
2014 | 736,710 | 65,146 | 2,067,060 | — | 651,463 | 161,623 | 97,304 | 3,779,306 | ||||||||||||||||||||||||||
2013 | 717,446 | — | 3,371,564 | — | 639,495 | 179,014 | 74,359 | 4,981,878 | ||||||||||||||||||||||||||
2012 | 685,577 | 56,525 | 1,314,390 | 367,840 | 565,250 | 135,681 | 67,338 | 3,192,601 |
Year (a) | Salary ($) (b) | Bonus ($) Note 1 (c) | Stock Awards ($) Note 2 (d) | Option Awards ($) Note 3 (e) | Non-Equity Incentive Plan Compensation ($) Note 4 (f) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) Note 5 (g) | All Other Compen- sation ($) Note 6 (h) | Total ($) (i) | ||||||||||||||||||||||||||
| Christopher M. Crane President and Chief Executive Officer, Exelon |
| ||||||||||||||||||||||||||||||||
2016 | $ | 1,255,515 | $ | — | $ | 10,099,717 | $ | — | $ | 1,639,300 | $ | 1,836,211 | $ | 400,958 | $ | 15,231,701 | ||||||||||||||||||
2015 | 1,224,808 | — | 9,821,055 | — | 2,072,777 | 2,462,551 | 380,054 | 15,961,245 | ||||||||||||||||||||||||||
2014 | 1,200,000 | 155,355 | 9,345,480 | — | 1,553,550 | 2,431,986 | 304,459 | 14,990,830 | ||||||||||||||||||||||||||
| Jonathan W. Thayer Senior Executive Vice President and Chief Financial Officer, Exelon |
| ||||||||||||||||||||||||||||||||
2016 | 784,802 | — | 2,701,035 | — | 1,071,368 | 225,160 | 60,504 | 4,842,869 | ||||||||||||||||||||||||||
2015 | 794,556 | — | 2,700,466 | — | 947,006 | 229,066 | 90,194 | 4,761,288 | ||||||||||||||||||||||||||
2014 | 717,597 | 73,795 | 2,974,199 | — | 737,946 | 166,783 | 85,008 | 4,755,328 | ||||||||||||||||||||||||||
| William A. Von Hoene Jr. Senior Executive Vice President and Chief Strategy Officer, Exelon |
| ||||||||||||||||||||||||||||||||
2016 | 831,350 | — | 3,700,343 | — | 1,237,642 | 216,271 | 198,770 | 6,184,376 | ||||||||||||||||||||||||||
2015 | 755,296 | — | 2,296,821 | — | 835,753 | 163,284 | 111,890 | 4,163,044 | ||||||||||||||||||||||||||
2014 | 736,710 | 65,146 | 2,067,060 | — | 651,463 | 161,623 | 97,304 | 3,779,306 | ||||||||||||||||||||||||||
| Kenneth W. Cornew Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon | | ||||||||||||||||||||||||||||||||
2016 | 857,477 | — | 2,918,043 | — | 1,233,350 | 231,669 | 93,848 | 5,334,387 | ||||||||||||||||||||||||||
2015 | 836,558 | — | 2,918,046 | — | 1,090,185 | 191,460 | 93,485 | 5,129,734 | ||||||||||||||||||||||||||
2014 | 815,769 | 84,929 | 2,822,820 | — | 849,285 | 194,029 | 55,193 | 4,822,025 | ||||||||||||||||||||||||||
| Denis P. O’Brien Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities |
| ||||||||||||||||||||||||||||||||
2016 | 800,378 | — | 2,470,066 | — | 1,093,660 | 325,832 | 95,567 | 4,785,503 | ||||||||||||||||||||||||||
2015 | 780,874 | — | 2,469,294 | — | 994,688 | 239,970 | 86,431 | 4,571,257 | ||||||||||||||||||||||||||
2014 | 761,534 | 84,964 | 2,382,900 | — | 849,639 | 299,132 | 54,936 | 4,433,105 |
Notes to the Summary Compensation Table
(1) |
|
(2) | The amounts shown in this column include the aggregate grant date fair value of restricted stock unit and performance share unit awards for the |
Performance Share Unit Value | ||||||||
At Target | At Maximum | |||||||
Crane | $ | 6,280,140 | $ | 12,560,280 | ||||
Thayer | 1,796,040 | 3,592,080 | ||||||
Cornew | 1,880,940 | 3,761,880 | ||||||
O’Brien | 1,596,120 | 3,192,240 | ||||||
Von Hoene Jr. | 1,381,800 | 2,763,600 |
Performance Share Unit Value | ||||||||
At Target | At Maximum | |||||||
Crane | $ | 6,766,805 | $ | 13,533,610 | ||||
Thayer | 1,809,698 | 3,619,396 | ||||||
Von Hoene | 2,788,072 | 5,576,144 | ||||||
Cornew | 1,955,085 | 3,910,170 | ||||||
O’Brien | 1,654,940 | 3,309,880 |
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
(3) | The amounts shown in this column include the aggregate grant date fair value of stock option awards granted. No stock options were granted to the NEOs in |
(4) | The amounts shown in this column for |
(5) | The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, |
(6) | The amounts shown in this column include the items summarized in the following table: |
All Other Compensation
Name (a) | Perquisites ($) Note 1 (b) | Reimburse- ($) Note 2 (c) | Payments or Accruals For Termination or Change in Control (CIC) ($) Note 3 (d) | Company Contributions to Savings Plans ($) Note 4 (e) | Company Paid Term Life Insurance Premiums ($) Note 5 (f) | Dividends ($) (g) | Total ($) (h) | Perquisites ($) Note 1 (b) | Reimburse- ment for Income Taxes ($) Note 2 (c) | Payments or Accruals For Termination or Change in Control (CIC) ($) Note 3 (d) | Company Contributions to Savings Plans ($) Note 4 (e) | Company Paid Term Life Insurance Premiums ($) Note 5 (f) | Dividends or Earnings Not Included in Grants ($) (g) | Total ($) (h) | ||||||||||||||||||||||||||||||||||||||||||
Crane | $ | 152,699 | $ | 80,052 | $ | — | $ | 42,001 | $ | 29,707 | $ | — | $ | 304,459 | $ | 183,077 | $ | 102,747 | $ | — | $ | 75,331 | $ | 39,803 | $ | — | $ | 400,958 | ||||||||||||||||||||||||||||
Thayer | 18,596 | 54,921 | — | 7,930 | 3,561 | — | 85,008 | 20,205 | 22,655 | — | 14,083 | 3,561 | — | 60,504 | ||||||||||||||||||||||||||||||||||||||||||
Von Hoene | 82,315 | 60,614 | — | 49,881 | 5,960 | — | 198,770 | |||||||||||||||||||||||||||||||||||||||||||||||||
Cornew | 20,795 | 2,093 | — | 28,553 | 3,752 | — | 55,193 | 38,648 | — | — | 51,448 | 3,752 | — | 93,848 | ||||||||||||||||||||||||||||||||||||||||||
O’Brien | 16,265 | — | — | 26,654 | 12,017 | — | 54,936 | 31,840 | — | — | 42,190 | 21,537 | — | 95,567 | ||||||||||||||||||||||||||||||||||||||||||
Von Hoene Jr. | 45,290 | 20,269 | — | 25,785 | 5,960 | — | 97,304 |
Notes to All Other Compensation Table
(1) | The amounts shown in this column represent the incremental cost to Exelon to provide certain perquisites to NEOs as summarized in the Perquisites Table below. |
(2) | Employees receive a reimbursement to cover applicable taxes when they work out of their home state and encounter double taxation in states and localities where they would not be eligible to receive a credit for such taxes when filing their tax returns in their home state, as well as on imputed income for business-related spousal travel expenses for those cases where the personal benefit is closely related to the business purpose, and for relocation expenses when the employee is required to relocate. |
(3) | Represents the expense, if applicable, or the accrual of the expense that Exelon has recorded during |
(4) | Represents company matching contributions to the NEOs’ qualified andnon-qualified savings plans. The 401(k) plan is available to all employees and the annual contribution for |
(5) | Exelon provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during |
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
Perquisites
The following table indicates the various perquisites for which Exelon incurred incremental costs in 20142016 for each NEO. A checkmark (ü) indicates perquisite usage during 20142016 by the NEO listed at the top of the column.
Perquisite | Crane | Thayer | Von Hoene | Cornew | O’Brien | |||||||
Personal use of corporate aircraft(1) | ü | |||||||||||
Personal use of company drivers(2) | ü | ü | ü | ü | ||||||||
Financial planning(3) | ü | ü | ü | ü | ||||||||
Parking(4) | ü | ü | ü | ü | ü | |||||||
Company gifts and matching contributions(5) | ü | ü | ü | ü | ü | |||||||
Physical examinations(6) | ü | |||||||||||
| ü | |||||||||||
Event tickets(8) | ü | ü | ||||||||||
Spousal travel(9) | ü | ü | ü |
Notes to Perquisites Table
(1) | The figures shown in column (b) of the All Other Compensation Table above include |
(2) | The company maintains several cars and drivers in order to provide transportation services for the NEOs and other officers to carry out their duties among the company’s various offices and facilities. Certain NEOs were also entitled to limited personal use of the company’s cars and drivers, including use for commuting which allowed them to work while commuting. The cost included in the All Other Compensation Table represents the estimated incremental cost to Exelon to provide limited personal service, based upon the number of hours that the drivers worked overtime providing services to each NEO, multiplied by the average overtime rate for drivers plus an additional amount for fuel. This includes a value of $14,187 of personal use for Mr. Crane. Personal use was imputed as additional taxable |
(3) | The company will pay limited annual financial planning costs for executives that are imputed as additional taxable income. |
(4) | For NEOs whose primary work location is downtown Chicago, Exelon’s office lease provides for a limited number of parking spaces that are available for Exelon use. When NEOs are unable to utilize the available spaces, Exelon pays for parking expenses incurred at other public garages. Messrs. Thayer and Cornew have company provided spaces in downtown Baltimore. |
(5) | Executive officers may also have the company make matching gifts to qualified charitable organizations up to $10,000 for |
(6) | Executive officers may use company-provided vendors for comprehensive physical examinations and relatedfollow-up testing. |
(7) | Mr. Von Hoene incurred $46,208 in moving expenses. |
(8) | Executives occasionally receive tickets to sporting or other events as recognition awards that are imputed to the officer as additional taxable income. |
(9) | For executive officers, Exelon will pay the cost of travel, meals, and other related amenities for spouses and domestic partners when they attend company or industry-related events where it is customary and expected that officers attend with their spouses or domestic partners. The aggregate incremental cost to Exelon for these expenses is included in the All Other Compensation Table. In most cases, there is no incremental cost to Exelon for providing transportation or other amenities for a spouse or domestic partner, and the only additional cost to Exelon is to reimburse officers for the taxes on the imputed income attributable to their travel, meals, and related amenities when attending company or industry-related events. This cost is shown in columns (b) and (c) of the All Other Compensation Table above. |
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
Grants of Plan-Based Awards
Estimated Possible Payouts (Note 1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (Note 2) | All Other Stock Awards: Number (#) (Note 3) (i) | All Other Options Awards: Number of (#) (j) | Exercise or Base Price of Option (k) | Grant Date Fair Value of Stock Awards ($) (Note 4) (l) | Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards (Note 1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (Note 2) | All Other Stock Awards: Number of Shares or Units (#) (Note 3) (i) | All Other Options Awards: Number of Securities Under- lying Options (#) (j) | Exercise or Base Price of Option Awards ($) (k) | Grant Date Fair Value of Stock and Option Awards ($) (Note 4) (l) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name (a) | Grant Date (b) | Thres- hold ($) (c) | Plan ($) (d) | Maxi- mum ($) (e) | Thres- hold (#) (f) | Target (#) (g) | Maxi- (#) (h) | Grant Date (b) | Thres- hold ($) (c) | Plan ($) (d) | Maxi- mum ($) (e) | Thres- hold (#) (f) | Target (#) (g) | Maxi- mum (#) (h) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crane | 1/27/2014 | $ | 750,000 | $ | 1,500,000 | $ | 3,000,000 | 1/25/2016 | $ | 61,474 | $ | 1,639,300 | $ | 3,278,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 41,756 | 222,700 | 445,400 | $ | 6,280,140 | 1/25/2016 | 48,409 | 249,146 | 498,292 | $ | 6,766,805 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 108,700 | 3,065,340 | 1/25/2016 | 122,714 | 3,332,912 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thayer | 1/27/2014 | 356,250 | 712,500 | 1,425,000 | 1/25/2016 | 28,080 | 748,790 | 1,497,580 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2016 | 12,946 | 66,631 | 133,262 | 1,809,698 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2016 | 32,818 | 891,337 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Von Hoene (5) | 1/25/2016 | 32,438 | 865,000 | 1,730,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2016 | 11,013 | 56,680 | 113,360 | 1,539,429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2016 | 27,917 | 758,226 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 10,613 | 56,600 | 113,200 | 1,596,120 | 5/2/2016 | 2,309 | 11,884 | 23,768 | 417,010 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/1/2014 | 3,419 | 14,963 | 28,945 | 534,179 | 5/2/2016 | 1,697 | 11,900 | 23,800 | 417,571 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 27,900 | 786,780 | 5/2/2016 | 1,071 | 11,800 | 23,600 | 414,062 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/1/2014 | 1,600 | 57,120 | 5/2/2016 | 4,390 | 154,045 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cornew | 1/27/2014 | 410,000 | 820,000 | 1,640,000 | 1/25/2016 | 32,325 | 862,000 | 1,724,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 12,506 | 66,700 | 133,400 | 1,880,940 | 1/25/2016 | 13,986 | 71,984 | 143,968 | 1,955,085 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 33,400 | 941,880 | 1/25/2016 | 35,455 | 962,958 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
O’Brien | 1/27/2014 | 363,613 | 727,226 | 1,454,452 | 1/25/2016 | 28,664 | 764,370 | 1,528,740 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 10,613 | 56,600 | 113,200 | 1,596,120 | 1/25/2016 | 11,839 | 60,933 | 121,866 | 1,654,940 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 27,900 | 786,780 | 1/25/2016 | 30,012 | 815,126 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Von Hoene Jr. | 1/27/2014 | 314,500 | 628,999 | 1,257,998 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 9,188 | 49,000 | 98,000 | 1,381,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/27/2014 | 24,300 | 685,260 |
Notes to Grants of Plan-Based Awards Table
(1) | All NEOs have annual incentive plan target opportunities based on a fixed percentage of their base salary. Under the terms of the AIP, threshold performance earns |
(2) | NEOs have a long-term performance share unit target opportunity that is a fixed number of performance share units commensurate with the officer’s position. The possible payout at threshold for performance share unit awards was calculated at |
(3) | This column shows restricted |
(4) | This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share unit awards |
(5) | Mr. |
Exelon CorporationNotice of the Annual Meeting and |
Executive Compensation Data
Outstanding Equity Awards at Year End
Option Awards (See Note 1) | Stock Awards | |||||||||||||||||||||||||||||||
Name (a) | Number of (b) | Number of Underlying Unexercised (#) (c) | Option ($) (d) | Option (e) | Number (#) (Note 2) | Market ($) (Note 2) (g) | Equity (Note 3) (h) | Equity ($) (Note 3) (i) | ||||||||||||||||||||||||
Crane | 142,500 | 142,500 | $ | 39.21 | 2-Apr-2022 | 316,720 | $ | 11,743,978 | 827,800 | $ | 30,694,824 | |||||||||||||||||||||
70,500 | 23,500 | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
53,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
49,000 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
28,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
35,000 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
22,500 | — | 58.55 | 22-Jan-2016 | |||||||||||||||||||||||||||||
18,000 | — | 42.85 | 23-Jan-2015 | |||||||||||||||||||||||||||||
Thayer | 48,500 | 48,500 | 39.81 | 12-Mar-2022 | 123,305 | 4,572,149 | 206,000 | 7,638,480 | ||||||||||||||||||||||||
117,298 | 58,648 | 39.24 | 24-Feb-2022 | |||||||||||||||||||||||||||||
125,429 | — | 32.46 | 25-Feb-2021 | |||||||||||||||||||||||||||||
67,304 | — | 37.71 | 26-Feb-2020 | |||||||||||||||||||||||||||||
167,669 | — | 21.25 | 27-Feb-2019 | |||||||||||||||||||||||||||||
8,676 | — | 101.05 | 21-Feb-2018 | |||||||||||||||||||||||||||||
8,342 | — | 81.56 | 22-Feb-2017 | |||||||||||||||||||||||||||||
5,487 | — | 54.80 | 24-Feb-2015 | |||||||||||||||||||||||||||||
Cornew | 35,000 | 35,000 | 39.81 | 12-Mar-2022 | 132,957 | 4,930,046 | 249,000 | 9,232,920 | ||||||||||||||||||||||||
19,500 | 6,500 | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
13,300 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
14,900 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
11,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
8,500 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
6,375 | — | 58.55 | 22-Jan-2016 | |||||||||||||||||||||||||||||
5,550 | — | 42.85 | 23-Jan-2015 | |||||||||||||||||||||||||||||
O’Brien | 51,000 | 51,000 | 39.81 | 12-Mar-2022 | 85,579 | 3,173,269 | 211,200 | 7,831,296 | ||||||||||||||||||||||||
36,750 | 12,250 | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
27,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
30,700 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
22,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
19,000 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
20,000 | — | 58.55 | 22-Jan-2016 | |||||||||||||||||||||||||||||
29,000 | — | 42.85 | 23-Jan-2015 | |||||||||||||||||||||||||||||
Von Hoene Jr. | 44,000 | 44,000 | 39.81 | 12-Mar-2022 | 94,314 | 3,497,163 | 182,800 | $ | 6,778,224 | |||||||||||||||||||||||
50,250 | 16,750 | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
33,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
25,200 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
19,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
19,000 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
17,000 | — | 58.55 | 22-Jan-2016 | |||||||||||||||||||||||||||||
14,000 | — | 42.85 | 23-Jan-2015 | |||||||||||||||||||||||||||||
4,500 | — | 32.54 | 25-Jan-2014 |
Executive Compensation Data
Outstanding Equity Awards at Year End
Option Awards (See Note 1) | Stock Awards | |||||||||||||||||||||||||||||||
Name (a) | Number of Securities Underlying Unexercised Options That Are Exercisable (#) (b) | Number of Securities Underlying Unexercised Options That Are Not Exercisable (#) (c) | Option Exercise or Base Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Yet Vested (#) (Note 2) (f) | Market Value of Shares or Units of Stock That Have Not Yet Vested Based on 12/30 Closing Price $35.49 ($) (Note 2) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) (Note 3) (h) | Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) (Note 3) (i) | ||||||||||||||||||||||||
Crane | 285,000 | — | $ | 39.21 | 2-Apr-2022 | 494,146 | $ | 17,537,242 | 850,734 | $ | 30,192,550 | |||||||||||||||||||||
94,000 | — | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
53,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
49,000 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
28,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
35,000 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
Thayer | 97,000 | — | 39.81 | 12-Mar-2022 | 165,907 | 5,888,039 | 230,172 | 8,168,804 | ||||||||||||||||||||||||
175,946 | — | 39.24 | 24-Feb-2022 | |||||||||||||||||||||||||||||
125,429 | — | 32.46 | 25-Feb-2021 | |||||||||||||||||||||||||||||
67,304 | — | 37.71 | 26-Feb-2020 | |||||||||||||||||||||||||||||
167,669 | — | 21.25 | 27-Feb-2019 | |||||||||||||||||||||||||||||
8,676 | — | 101.05 | 21-Feb-2018 | |||||||||||||||||||||||||||||
8,342 | — | 81.56 | 22-Feb-2017 | |||||||||||||||||||||||||||||
Von Hoene | 88,000 | — | 39.81 | 12-Mar-2022 | 149,176 | 5,294,256 | 243,352 | 8,636,562 | ||||||||||||||||||||||||
67,000 | — | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
33,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
25,200 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
19,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
19,000 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
Cornew | 70,000 | — | 39.81 | 12-Mar-2022 | 176,823 | 6,275,448 | 248,686 | 8,825,866 | ||||||||||||||||||||||||
26,000 | — | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
13,300 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
14,900 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
11,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
8,500 | — | 59.96 | 21-Jan-2017 | |||||||||||||||||||||||||||||
O’Brien | 102,000 | — | 39.81 | 12-Mar-2022 | 124,303 | 4,411,513 | 210,480 | 7,469,935 | ||||||||||||||||||||||||
49,000 | — | 43.40 | 24-Jan-2021 | |||||||||||||||||||||||||||||
27,000 | — | 46.09 | 24-Jan-2020 | |||||||||||||||||||||||||||||
30,700 | — | 56.51 | 26-Jan-2019 | |||||||||||||||||||||||||||||
22,000 | — | 73.29 | 27-Jan-2018 | |||||||||||||||||||||||||||||
19,000 | — | 59.96 | 21-Jan-2017 |
Notes to Outstanding Equity Table
(1) | Non-qualified stock options were granted to NEOs pursuant to the company’s long-term incentive plans. Grants vest in four equal increments, beginning on the first anniversary of the grant date. All grants expire on the tenth anniversary of the grant date. For Mr. Thayer, stock options granted prior to March 12, 2012 were granted under the Constellation Energy Group Inc. Long Term Incentive Plan and were converted into the equivalent right to receive Exelon common stock. The number of stock options received upon conversion is equal to the original number of Constellation stock options multiplied by the merger exchange ratio (0.93) and rounded down to the nearest whole share. The exercise price for each converted share is equal to the original Constellation exercise price divided by the exchange ratio (0.93), rounded up to the nearest whole cent. |
74 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Executive Compensation Data
(2) | The amount shown includes |
(3) | The amount shown includes the target performance share unit award made in January |
Unvested Restricted Stock or Restricted Stock Units and Transition Award
Name (a) | Grant Date (b) | Number of (#) (c) | Vesting Dates (d) | Transition (e) | ||||||||
Crane | 28 Jan. 2013 | 67,593 | (1) | 91,378 | ||||||||
27 Jan. 2014 | 112,749 | (1) | ||||||||||
Thayer | 12 Mar. 2012 | 6,758 | (2) | |||||||||
28 Jan. 2013 | 16,506 | (1) | 24,473 | (6) | ||||||||
28 Jan. 2013 | 30,000 | 28 Jan. 2018 | ||||||||||
27 Jan. 2014 | 30,568 | (1)(3) | ||||||||||
Cornew | 01 Jul. 2010 | 10,000 | 01 Jul. 2015 | |||||||||
28 Jan. 2013 | 19,813 | (1)(4) | 27,667 | (7) | ||||||||
28 Jan. 2013 | 30,000 | 28 Jan. 2018 | ||||||||||
27 Jan. 2014 | 34,644 | (1) | ||||||||||
O’Brien | 28 Jan. 2013 | 17,366 | (1) | 23,440 | ||||||||
27 Jan. 2014 | 28,939 | (1) | ||||||||||
Von Hoene Jr. | 28 Jan. 2013 | 15,071 | (1) | 20,288 | ||||||||
22 Oct. 2013 | 20,000 | 21 Oct. 2018 | ||||||||||
27 Jan. 2014 | 25,205 | (1) |
Notes to Restricted Stock Table
|
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|
|
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|
Executive Compensation Data
Option Exercises and Stock Vested
Option Awards | Stock Awards (Note 1) | Option Awards | Stock Awards (Note 1) | |||||||||||||||||||||||||||||
Name (a) | Number (b) | Value (c) | Number (d) | Value ($) (e) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | ||||||||||||||||||||||||
Crane | — | $ | — | 141,144 | $ | 3,980,262 | — | $ | — | 306,969 | $ | 8,337,267 | ||||||||||||||||||||
Thayer | — | — | 41,747 | 1,191,523 | — | — | 84,469 | 2,294,179 | ||||||||||||||||||||||||
Von Hoene | — | — | 68,549 | 1,861,804 | ||||||||||||||||||||||||||||
Cornew | — | — | 38,350 | 1,081,443 | — | — | 92,515 | 2,512,699 | ||||||||||||||||||||||||
O’Brien | — | — | 44,064 | 1,242,605 | — | — | 78,564 | 2,133,787 | ||||||||||||||||||||||||
Von Hoene Jr. | — | — | 41,815 | 1,179,183 |
Notes to Option Exercises and Stock Vested Table
(1) | Share amounts are |
|
Pension Benefits
Exelon sponsors the Exelon Corporation Retirement Program, a traditional defined benefit pension plan that covers certain management employees who commenced employment prior to January 1, 2001 and certain collective bargaining unit employees. The Exelon Corporation Retirement Program includes the Service Annuity System (“SAS”)(SAS), which is the legacy ComEd pension plan. Effective January 1, 2001, Exelon also established two cash balance defined benefit pension plans in order to both reduce future retirement benefit costs and provide an option that is portable as the company anticipated a work force that was more mobile than the traditional utility workforce. The cash balance defined benefit pension plans cover management employees and certain collective bargaining unit employees hired on or after such date, as well as certain management employees hired prior to such date who elected to participate in a cash balance plan. Legacy Constellation employees participate in the Pension Plan of Constellation Energy Group, Inc. (“Constellation(Constellation Pension Plan”)Plan). The Constellation Pension Plan includes a traditional pension formula referred to as the Enhanced Traditional Plan (“ETP”)(ETP) and a Pension Equity Plan (“PEP”)(PEP). Employees hired before January 1, 2000 participate in the ETP. Employees hired on or after January 1, 2000 and employees hired before that date who elected to do so participate in the PEP. Each of these plans is intended to betax-qualified under Section 401(a) of the Internal Revenue Code. An employee can participate in only one of the qualified pension plans.
For NEOs participating in the SAS, the annuity benefit payable at normal retirement age is equal to the sum of 1.25% of the participant’s earnings as of December 25, 1994, reduced by a portion of the participant’s Social Security benefit as of that
Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement | 75 |
Executive Compensation Data
date, plus 1.6% of the participant’s highest average annual pay, multiplied by the participant’s years of credited service (up to a maximum of 40 years). Pension-eligible compensation for the SAS’s Final Average Pay Formula includes base pay and annual incentive awards. Benefits under the SAS are vested after five years of service.
The “normal retirement age” under the SAS is 65. The plan also offers an early retirement benefit prior to age 65, which is payable if a participant retires after attainment of age 50 and completion of 10 years of service. The annual pension payable under the plan is determined as of the early retirement date, reduced by 2% for each year of payment before age 60 to age 58, then 3% for each year before age 58 to age 50. In addition, under the SAS, the early retirement benefit is supplemented prior to age 65 by a temporary payment equal to 80% of the participant’s estimated monthly Social Security benefit. The supplemental benefit is partially offset by a reduction in the regular annuity benefit.
Executive Compensation Data
Under the cash balance pension plan, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. (Employees who participated in the SAS prior to January 1, 2001 and elected to participate in the cash balance plan also have a frozen transferred benefit from the former plan, and received a “transition” credit based on their age, service and compensation at the time of transfer.) Beginning January 1, 2008, the annual benefit credit under the plan is 7% of base pay and annual incentive award and beginning January 1, 2013 for employees hired on or after such date, the annual benefit credit is equal to a percentage of base pay and annual incentive award which varies between 3% and 8%, based upon age. For the portion of the account balance accrued beginning January 1, 2008, the annual investment credit is the third segment spot rate of interest on long-term investment grade corporate bonds. The segment rate will be determined as of November of the year for which the cash balance account receives the investment credit. For the portion of the benefit accrued before January 1, 2008, pending Internal Revenue Service guidance, the annual investment credit is the greater of 4%, or the average of the annual rate of return of the S&P 500 Stock Index and the30-year Treasury bond rate (the interest rate is determined in November of each year). Based on recent IRS guidance, beginning in 2017 the investment credit for the portion of the benefit accrued before January 1, 2008 will be the third segment spot rate of interest on long-term corporate bonds. In addition, cash balance participants withpre-2008 balances will receive an additional benefit credit ranging from 0.5% to 3.5% based on theirpre-2008 service. Also, beginning in 2017, account balances for employees hired prior to January 1, 2013 will be subject to a minimum investment credit of 4%. For employees hired on or after January 1, 2013, the annual investment credit is the second segment spot rate of interest on long-term corporate bonds, determined as of November of the year for which the cash balance account receives the investment credit, subject to a minimum annual investment credit rate of 3.8% and a maximum annual investment credit rate of 7%. Benefits are vested after three years of service, and are payable in an annuity or a lump sum at any time following termination of employment. Apart from the benefit credits and the vesting requirement, and as described above, years of service are not relevant to a determination of accrued benefits under the cash balance pension plans.
For NEOs who participate in the PEP, a lump sum benefit amount is computed based on covered earnings multiplied by a total credit percentage. Covered earnings are equal to the average of the highest three of the last five twelve-month periods’ base pay plus short-term incentive.annual incentive awards. The total service credit percentage is equal to the sum of the credit percentages based on the following formula: 5% per year of service through age 39, 10% per year of service from age 40 to age 49, and 15% per year of service after age 49. No benefits are available under the PEP until a participant has at least three years of vesting service. Benefits payable under the PEP are paid as an annuity unless a participant elects a lump sum within 60 days after separation.
The Internal Revenue Code limits to $260,000$265,000 the individual 20142016 annual compensation that may be taken into account under thetax-qualified retirement plan. As permitted by Employee Retirement Income Security Act, Exelon sponsors three supplemental executive retirement plans (or “SERPs”) that allow the payment to a select group of management or highly-compensated individuals out of its general assets of any benefits calculated under provisions of the applicable qualified pension plan which may be above these limits. The SERPs offer a lump sum as an optional form of payment, which includes the value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions
76 | Exelon CorporationNotice of the Annual Meeting and 2017 Proxy Statement |
Executive Compensation Data
to participants in the SAS in 20142016 is 3.89%2.97%. For participants in the cash balance pension plan and the PEP, the lump sum is the value of thenon-qualified account balance. The values of the lump sum amounts do not include the value of any pension benefits covered under the qualified pension plans, and the methods and assumptions used to determine thenon-qualified lump sum amount are different from the assumptions used to generate the present values shown in the tables of benefits to be received upon retirement, termination due to death or disability, involuntary separation not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement.
Under the terms of the SERPs, participants are provided the amount of benefits they would have received under the SAS, cash balance plan, ETP or PEP, as applicable, but for the application of the Internal Revenue Code limits. In addition, certain executives previously received grants of additional credited service under a SERP. In particular, in 1998, Mr. Crane received an additional 10 years of credited service through September 28, 2008, the date of his tenth anniversary, as part of his employment offer that provided one additional year of service credit for each year of employment to a maximum of 10 additional years.
As of January 1, 2004, Exelon does not grant additional years of credited service to executives under the SERP for any period in which services are not actually performed, except that up to two years of service credits may be provided under
Executive Compensation Data
severance or change in control agreements first entered into after such date, and performance-based grants or grants which make up for lost pension benefits from another employer may be (but have not been) provided. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successor arrangements) are not affected by this policy.
The amount of the change in the pension value for each of the named executive officers is the amount included in the Summary Compensation Table above in the column headed “Change in Pension Value & Nonqualified Deferred Compensation Earnings.” The present value of each NEO’s accumulated pension benefit is shown in the following tables. The present value for cash balance and PEP participants is the account balance. The assumptions used in estimating the present values for SAS participants include the following: pension benefits are assumed to begin at each participant’s earliest unreduced retirement age; the SERP lump sum amounts are determined using the rate of 5% for SAS participants at the assumed retirement age; the lump sum amounts are discounted from the assumed retirement date at the applicable discount rates of 4.80%4.29% as of December 31, 20132015 and 3.94%4.04% as of December 31, 2014;2016; and the applicable mortality tables. The applicable mortality table as of December 31, 2013 is the IRS required mortality table for the 2014 funding valuation for the Exelon Corporation qualified pension plans. The applicable mortality table as of December 31, 2014 was updated to a RP 2000-based table projected generationally using Exelon’s best estimate of long-term mortality improvements. The December 31, 20142016 mortality table is consistent with the mortality used in the Exelon December 31, 20142016 pension disclosure.
Name (a) | Plan Name (b) | Number of Years (c) | Present Value of (d) | Payments During (e) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | ||||||||||||||||||||
Crane (1) | SAS | 16.26 | $ | 890,036 | $ | — | SAS | 18.26 | $ | 1,128,233 | $ | — | ||||||||||||||||
SERP | 26.26 | 11,355,954 | — | SERP | 28.26 | 15,416,519 | — | |||||||||||||||||||||
Thayer | PEP | 12.00 | 204,000 | — | PEP | 14.00 | 263,333 | — | ||||||||||||||||||||
SERP | 12.00 | 1,098,549 | — | SERP | 14.00 | 1,493,442 | — | |||||||||||||||||||||
Von Hoene | Cash Balance | 14.93 | 380,529 | — | ||||||||||||||||||||||||
SERP | 14.93 | 1,102,811 | — | |||||||||||||||||||||||||
Cornew | Cash Balance | 20.59 | 552,429 | — | Cash Balance | 22.59 | 652,790 | — | ||||||||||||||||||||
SERP | 20.59 | 689,617 | — | SERP | 22.59 | 1,012,385 | — | |||||||||||||||||||||
O’Brien | Cash Balance | 32.51 | 1,245,219 | — | Cash Balance | 34.51 | 1,426,717 | — | ||||||||||||||||||||
SERP | 32.51 | 1,442,235 | — | SERP | 34.51 | 1,826,539 | — | |||||||||||||||||||||
Von Hoene Jr. | Cash Balance | 12.93 | 308,711 | — | ||||||||||||||||||||||||
SERP | 12.93 | 795,074 | — |
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Executive Compensation Data
(1) | Based on discount rates prescribed by the SEC proxy disclosure guidelines, Mr. Crane’snon-qualified SERP present value is |
Deferred Compensation Programs
Exelon offers deferred compensation plans to permit the deferral of certain cash compensation to facilitate tax and retirement planning and satisfaction of stock ownership requirements for executives and key managers. Exelon maintainsnon-qualified deferred compensation plans that are open to certain highly-compensated employees, including the NEOs.
The Exelon Deferred Compensation Plan is anon-qualified plan that permits legacy Exelon executives and key managers to defer receipt of base compensation and the company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan (the company’stax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code (the “Code”).Code. The Constellation Deferred Compensation Plan is anon-qualified plan that permits legacy Constellation executives to defer receipt of base compensation and the company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan. The Deferred Compensation Plans permit participants to defer taxation of a portion of their income. The Exelon Deferred Compensation Plan benefits the company by deferring the payment of a portion of its compensation expense, thus preserving cash.
Executive Compensation Data
The Exelon Employee Savings Plan is intended to betax-qualified under Sections 401(a) and 401(k) of the Code. The Constellation Energy Group Employee Savings Plan was merged into Exelon’s Employee Savings Plan as of July 1, 2014. Exelon maintains the Employee Savings Plan to attract and retain qualified employees, including the NEOs, and to encourage employees to save some percentage of their cash compensation for their eventual retirement. The Employee Savings Plan permits employees to do so, and allows the company to make matching contributions in a relativelytax-efficient manner. The company maintains the excess matching feature of the Deferred Compensation Plans to enable key management employees to save for their eventual retirement to the extent they otherwise would have were it not for the limits established by the IRS.
The Stock Deferral Plan is anon-qualified plan that permitted legacy Exelon executives to defer performance share units prior to 2007.
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Executive Compensation Data
The following table shows the amounts that NEOs have accumulated under both the Deferred Compensation Plans and the Stock Deferral Plan. The Exelon Deferred Compensation and Stock Deferral Plans were closed to new deferrals of base pay (other than excess Employee Savings Plan deferrals), annual incentive payments or performance shares awards in 2007, and participants were granted aone-time election to receive a distribution of their accumulated balance in each plan during 2007. Existing balances will continue to accrue dividends or other earnings until payout upon termination. Balances in the Deferred Compensation Plan will be settled in cash upon the termination event selected by the officer and will be distributed either in a lump sum, or in annual installments. Share balances in the Stock Deferral Plan continue to earn the same dividends that are available to all shareholders, which are reinvested as additional shares in the plan. Balances in the plan are distributed in shares of Exelon stock in a lump sum or installments upon termination of employment.
The Deferred Compensation Plans continue in effect for those officers who participate in the Employee Savings Plan and who reach their statutory contribution limit during the year. After this limit is reached, their elected payroll contributions and company matching contribution will be credited to their accounts in the Deferred Compensation Plans. The investment options under the Deferred Compensation Plans consist of a basket of mutual fundsinvestment fund benchmarks substantially the same as those funds available through the Employee Savings Plan. Deferred amounts represent unfunded unsecured obligations of the company.
Name (a) | Executive ($) (Note 1) (b) | Registrant ($) (Note 2) (c) | Aggregate ($) (d) | Aggregate (e) | Aggregate (Note 4) (f) | Executive Contributions in 2016 ($) (Note 1) (b) | Registrant Contributions in 2016 ($) (Note 2) (c) | Aggregate Earnings in 2016 ($) (Note 3) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at 12/31/16 ($) (Note 4) (f) | ||||||||||||||||||||||||||||||
Crane | $ | 102,500 | $ | 35,540 | $ | 69,111 | $ | — | $ | 909,139 | $ | 107,552 | $ | 63,977 | $ | 123,365 | $ | — | $ | 1,315,624 | ||||||||||||||||||||
Thayer | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Von Hoene | 40,195 | 33,981 | 46,408 | — | 455,465 | |||||||||||||||||||||||||||||||||||
Cornew | 27,788 | 19,452 | 22,147 | — | 199,929 | 29,624 | 35,549 | 32,256 | — | 346,625 | ||||||||||||||||||||||||||||||
O’Brien(5) | 35,807 | 17,646 | 253,045 | — | 2,351,307 | 38,026 | 28,345 | 287,370 | — | 2,648,404 | ||||||||||||||||||||||||||||||
Von Hoene Jr. | 23,835 | 16,685 | 35,070 | — | 295,827 |
(1) | The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table. |
(2) | The full amount shown under registrant contributions is included in the company contributions to savings plans for each NEO shown above in the All Other Compensation Table. |
(3) | The amount shown under aggregate earnings reflects the NEO’s gain or loss based upon the individual allocation of his notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above. |
(4) | For all NEOs the aggregate balance shown in column (f) above includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in Note 1 or as company contributions under all other compensation as described in Note 2 for the current fiscal year ending December 31, |
(5) | For Mr. O’Brien the amounts shown in column (d) and column (f) also include the aggregate earnings and aggregate balance respectively of his Stock Deferral Plan account. |
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Executive Compensation Data
Potential Payments upon Termination or Change in Control
Change in control employment agreements and severance plan covering named executive officers
Exelon’s change in control and severance benefits policies were initially adopted in January 2001 and harmonized the policies of Exelon’s predecessor companies. In adopting the policies, the compensation committee considered the advice of a consultant who advised that the levels were consistent with competitive practice and reasonable. The Exelon benefits currently include multiples of change in control benefits ranging from two2.0 times base salary and annual bonus for corporate and subsidiary vice presidents to 2.99 times base salary and annual bonus for the CEO, executive vice presidents, presidents of certain business units and select senior vice presidents other than the CEO.presidents. In 2003, the compensation committee reviewed the terms of the Senior Management Severance Plan and revised it to reduce the situations when an executive could terminate and claim severance benefits for “good reason,” clarified the definition of “cause,” and reducednon-change in control benefits for executives with less than two years of service. In December 2004, the compensation committee’s consultant presented a report on competitive practice on executive severance. The competitive practices described in the report were generally comparable to the benefits provided under Exelon’s severance policies. In discussing the compensation consultant’s December 2007 annual report to the committee on compensation trends, the consultant commented that Exelon’s change in control and severance policies were conservative, citing the use of double triggers, and that they remained competitive. In April 2009 the compensation committee adopted a policy that Exelon would not include excise taxgross-up payment provisions in senior executive employment, change in control, or severance plans, programs or agreements that are entered into, adopted or materially amended on or after April 2, 2009 (other than renewals of existing arrangements that are not materially amended or arrangements assumed pursuant to a corporate transaction). In October 2016, the named executive officers covered by change in control agreements entered into prior to April 2, 2009, which provided for potential excise taxgross-up payments, agreed to waive those payments and the agreements were later amended to remove suchgross-up payments. Therefore, no named executive officer is currently entitled to an excise taxgross-up payment upon any termination of employment from Exelon.
Named executive officers have entered into individual change in control employment agreements or are covered by the change in control provisions of the Senior Management Severance Plan, which generally protect such executives’ position and compensation levels for two years after a change in control of Exelon. The individual agreements are initially effective for a period of two years, and provide for aone-year extension each year thereafter until cancellation or termination of employment. The plan does not have a specific term.
During the24-month period following a change in control, or, with respect to an executive with an individual agreement, during the18-month period following another significant corporate transaction affecting the executive’s business unit in which Exelon shareholders retain between 60% and 662/3% control (a significant acquisition), if a named executive officer resigns for good reason or if the executive’s employment is terminated by Exelon other than for cause or disability, the executive is entitled to the following:
• | the executive’s annual incentive and performance share unit awards for the year in which termination occurs; |
• | severance payments equal to 2.99 (or 2.0 if the executive does not have an individual agreement) times the sum of (1) the executive’s base salary plus (2) the higher of the executive’s target annual incentive for the year of termination or the executive’s average annual incentive award payments for the two years preceding the termination, but not more than the annual incentive for the year of termination based on actual performance before the application of negative discretion; |
• | a benefit equal to the amount payable under the SERP determined as if (1) the SERP benefit were fully vested, (2) the executive had 2.99 additional years of age and years of service (2.0 years for executives who first entered into such agreements after 2003 or do not have such agreements) and (3) the severance pay constituted covered compensation for purposes of the SERP; |
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Executive Compensation Data
• | a benefit equal to the actuarial equivalent present value of anynon-vested accrued benefit under Exelon’s qualified defined benefit retirement plan; |
• | all previously-awarded stock options, performance |
• | life, disability, accident, health and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least 10 years of service (or any lesser eligibility requirement then in effect for regular employees); and |
• | outplacement and financial planning services for at least 12 months. |
The change in control benefits are also provided if the executive is terminated other than for cause or disability, or terminates for good reason (1) after a tender offer or proxy contest commences, or after Exelon enters into an agreement which, if consummated, would cause a change in control, and within one year after such termination a change in control does occur, or (2) within two years after a sale orspin-off of the executive’s business unit in contemplation of a change in control that actually occurs within 60 days after such sale orspin-off (a disaggregation) if the executive has an individual agreement.
A change in control under the individual change in control employment agreements and the Senior Management Severance Plan generally occurs:
• | when any person acquires 20% of Exelon’s voting securities; |
• | when the incumbent members of the Exelon board of directors (or new members nominated by a majority of incumbent directors) cease to constitute at least a majority of the members of the Exelon board of directors; |
• | upon consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power); or |
• | upon shareholder approval of a plan of complete liquidation or dissolution. |
The term good reason under the individual change in control employment agreements generally includes any of the following occurring within two years after a change in control or disaggregation or within 18 months after a significant acquisition:
• | a material reduction in salary, incentive compensation opportunity or aggregate benefits, unless such reduction is part of a policy, program or arrangement applicable to peer executives; |
• | failure of a successor to assume the agreement; |
• | a material breach of the agreement by Exelon; or |
• | any of the following, but only after a change in control or disaggregation: (1) a material adverse reduction in the executive’s position, duties or responsibilities (other than a change in the position or level of officer to whom the executive reports or a change that is part of a policy, program or arrangement applicable to peer executives) or (2) a required relocation by more than 50 miles. |
The term cause under the change in control employment agreements generally includes any of the following:
• | refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities; |
• | willful or reckless commission of acts or omissions which have resulted in or are likely to result in a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee; |
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Executive Compensation Data
• | commission of a felony or any crime involving dishonesty or moral turpitude; |
• | material violation of the code of business conduct, |
• | any breach of the executive’s restrictive covenants. |
Executive Compensation Data
Executives who entered into suchIf the amount payable to a named executive officer under a change in control employment agreements prioragreement, inclusive of other parachute payments, would cause an excise tax to April 2, 2009 (and which have not been materially amended after such date) will be eligible to receive an additional payment to cover excise taxes imposed under Section 4999 of the Internal Revenue Code, on excess parachutethe payments to such executive shall be reduced to the maximum amount below which no such tax is imposed or, under similar state or local law, but only if the payment without such reduction would leave the executive with a greater amount after payment of payments and benefits subject to thesesuch excise taxes, exceeds 110% of the safe harbor amount that would not subject the employee to these excise taxes. If the amount does not exceed 110% of the safe harbor amount, then payments and benefits subject to these taxes wouldno such reduction shall be reduced or eliminated to equal the safe harbor amount.applied.
If a named executive officer resigns for good reason or is terminated by Exelon other than for cause or disability, in each case under circumstances not involving a change in control or similar provision described above, the named executive officer may be eligible for the followingnon-change in control benefits under the Exelon Corporation Senior Management Severance Plan:
• | prorated payment of the executive’s annual incentive and performance share unit awards for the year in which termination occurs; |
• | for a |
• | a benefit equal to the amount payable under the SERP determined as if the severance payments were paid as ordinary base salary and annual incentive; |
• | during the severance period, continuation of health, basic life and other welfare benefits the executive was receiving immediately prior to the severance period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least 10 years of service (or any lesser eligibility requirement then in effect fornon-executive employees); and |
• | outplacement and financial planning services for twelve months. |
Payments under individual agreements entered into after April 2, 2009 or the Senior Management Severance Plan are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law.
The term good reason under the Senior Management Severance Plan means either of the following:
• | a material reduction of the executive’s salary (or, with respect to a change in control, incentive compensation opportunity or aggregate benefits) unless such reduction is part of a policy, program or arrangement applicable to peer executives of Exelon or of the business unit that employs the executive; or |
• | a material adverse reduction in the executive’s position or duties (other than a change in the position or level of officer to whom the executive reports) that is not applicable to peer executives of Exelon or of the executive’s business unit, but excluding under thenon-change in control provisions of the plan any change (1) resulting from a reorganization or realignment of all or a significant portion of the business, operations or senior management of Exelon or of the executive’s business unit or (2) that generally places the executive in substantially the same level of responsibility. |
With respect to a change in control, the term good reason under the plan also includes a required relocation of more than 50 miles.
The term cause under the Senior Management Severance Plan generally has the same meaning as the definition of such term under the individual change in control employment agreements.
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Executive Compensation Data
Benefits under the change in control employment agreements and the Senior Management Severance Plan are subject to termination upon an executive’s violation of his or her restrictive covenants, and incentive payments under the agreements and the plan may be subject to the recoupment policy adopted by the board of directors.
Executive Compensation Data
Estimated Value of Benefits to be Received Upon Retirement
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they retired as of December 31, 2014.2016. These payments and benefits are in addition to the present value of the accumulated benefits from each NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.
Name (a) | Cash (Note 1) (b) | Value of (Note 2) (c) | Total Value (Note 3) (d) | Cash Payment ($) (Note 1) (b) | Value of Unvested Equity Awards ($) (Note 2) (c) | Total Value of All Payments and Benefits ($) (Note 3) (d) | ||||||||||||||||||
Crane | $ | 1,554,000 | $ | 26,741,000 | $ | 28,295,000 | $ | 2,346,000 | $ | 30,695,000 | $ | 33,041,000 | ||||||||||||
Thayer | — | — | — | — | — | — | ||||||||||||||||||
Von Hoene | 1,238,000 | 8,390,000 | 9,628,000 | |||||||||||||||||||||
Cornew | — | — | — | 1,233,000 | — | 1,233,000 | ||||||||||||||||||
O’Brien | 850,000 | 587,000 | 1,437,000 | 1,094,000 | 7,655,000 | 8,749,000 | ||||||||||||||||||
Von Hoene Jr. | 651,000 | 6,066,000 | 6,717,000 |
Notes to Benefits to be Received Upon Retirement Table
(1) | Under the terms of the |
(2) | The Value of Unvested Equity Awards includes the following: |
a. |
the value of the executive’s unvested performance share units. The amount above includes the number of unvested shares earned for the |
the accelerated portion of the executives’ restricted stock award that, per the applicable award agreement, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December |
(3) | The estimate of total payments and benefits is based on a December 31, |
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Executive Compensation Data
Estimated Value of Benefits to be Received Upon Termination due to Death or Disability
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming their employment is terminated due to death or disability as of December 31, 2014.2016. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Nonqualified Deferred Compensation section.
Name (a) | Cash (Note 1) (b) | Value of ($) (Note 2) (c) | Total Value (Note 3) (d) | Cash Payment ($) (Note 1) (b) | Value of Unvested Equity Awards ($) (Note 2) (c) | Total Value of All Payments and Benefits ($) (Note 3) (d) | ||||||||||||||||||
Crane | $ | 1,554,000 | $ | 26,741,000 | $ | 28,295,000 | $ | 2,346,000 | $ | 30,695,000 | $ | 33,041,000 | ||||||||||||
Thayer | 738,000 | 8,752,000 | 9,490,000 | 1,071,000 | 9,435,000 | 10,506,000 | ||||||||||||||||||
Von Hoene | 1,238,000 | 9,100,000 | 10,338,000 | |||||||||||||||||||||
Cornew | 849,000 | 9,443,000 | 10,292,000 | 1,233,000 | 10,109,000 | 11,342,000 | ||||||||||||||||||
O’Brien | 850,000 | 6,999,000 | 7,849,000 | 1,094,000 | 7,655,000 | 8,749,000 | ||||||||||||||||||
Von Hoene Jr. | 651,000 | 6,808,000 | 7,459,000 |
Notes to Benefits to be Received Upon Termination due to Death or Disability Table
(1) | Under the terms of the |
(2) | The Value of Unvested Equity Awards includes the following: |
a. |
the value of the executive’s unvested performance share units. The amount above includes the number of unvested shares earned for |
the accelerated portion of the executives’ restricted stock award that, per the applicable award agreement, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December |
(3) | The estimate of total payments and benefits is based on a December 31, |
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Executive Compensation Data
Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated as of December 31, 20142016 under the terms of the Amended and Restated Senior Management Severance Plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Nonqualified Deferred Compensation section.
Name (a) | Cash (Note 1) (b) | Retirement ($) (Note 2) (c) | Value of ($) (Note 3) (d) | Health and (Note 4) (e) | Perquisites (Note 5) (f) | Total Value (Note 6) (g) | Cash Payment ($) (Note 1) (b) | Retirement Benefit Enhance- Ment ($) (Note 2) (c) | Value of Unvested Equity Awards ($) (Note 3) (d) | Health and Welfare Benefit Continuation ($) (Note 4) (e) | Perquisites And Other Benefits ($) (Note 5) (f) | Total Value of All Payments and Benefits ($) (Note 6) (g) | ||||||||||||||||||||||||||||||||||||
Crane | $ | 6,954,000 | $ | 4,066,000 | $ | 26,741,000 | $ | 91,000 | $ | 40,000 | $ | 37,892,000 | $ | 8,147,000 | $ | 2,907,000 | $ | 30,695,000 | $ | 113,000 | $ | 40,000 | $ | 41,902,000 | ||||||||||||||||||||||||
Thayer | 3,663,000 | 326,000 | 8,068,000 | 26,000 | 40,000 | 12,123,000 | 4,145,000 | 182,000 | 9,206,000 | 33,000 | 40,000 | 13,606,000 | ||||||||||||||||||||||||||||||||||||
Von Hoene | 4,698,000 | 242,000 | 8,844,000 | 45,000 | 40,000 | 13,869,000 | ||||||||||||||||||||||||||||||||||||||||||
Cornew | 4,129,000 | 230,000 | 8,722,000 | 38,000 | 40,000 | 13,159,000 | 4,681,000 | 241,000 | 9,880,000 | 39,000 | 40,000 | 14,881,000 | ||||||||||||||||||||||||||||||||||||
O’Brien | 3,835,000 | 209,000 | 6,999,000 | 55,000 | 40,000 | 11,138,000 | 4,232,000 | 220,000 | 7,655,000 | 75,000 | 40,000 | 12,222,000 | ||||||||||||||||||||||||||||||||||||
Von Hoene Jr. | 3,389,000 | 192,000 | 6,243,000 | 43,000 | 40,000 | 9,907,000 |
Notes to Benefits to be Received Upon Involuntary Separation Not Related to a CIC Table
(1) | Represents the estimated severance benefit equal to 2 times the sum of the executive’s (i) current base salary and (ii) the target annual incentive for the year of termination. In addition, under Section 4.2 of the Senior Management Severance Plan, apro-rated annual incentive award is payable upon involuntary separation or qualifying voluntary separation based on the days worked during the year of termination |
(2) | Represents the estimated retirement benefit enhancement that consists of aone-time lump sum payment based on the actuarial present value of a benefit under thenon-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of thenon-qualified pension plan. |
(3) | The Value of Unvested Equity Awards includes the following: |
a. |
the value of the executive’s unvested performance share units. The amount above includes the number of unvested shares earned for the |
the accelerated portion of the executives’ restricted stock award that, per the applicable award agreement, would vest upon an involuntary separation not related to a change in control. The value of the shares is based on Exelon’s closing stock price on December |
(4) | Estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period. |
(5) | Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs. |
(6) | The estimate of total payments and benefits is based on a December 31, |
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Executive Compensation Data
Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated upon a qualifying change in control as of December 31, 2014.2016. The company has entered into Change in Control agreements with Messrs. Crane, Cornew, O’Brien, Thayer and Von Hoene. These payments and benefits are in addition to the present value of accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Nonqualified Deferred Compensation section.
Name (a) | Cash (Note 1) (b) | Retirement ($) (Note 2) (c) | Value of ($) (Note 3) (d) | Health and (Note 4) (e) | Perquisites (Note 5) (f) | Modified ($) (Note 6) (g) | Scaleback (Note 6) (h) | Total Value ($) (Note 7) (i) | Cash Payment ($) (Note 1) (b) | Retirement Benefit Enhance- ment ($) (Note 2) (c) | Value of Unvested Equity Awards ($) (Note 3) (d) | Health and Welfare Benefit Continuation ($) (Note 4) (e) | Perquisites and Other Benefits ($) (Note 5) (f) | Potential ($) (Note 6) (h) | Total Value of All Payments and Benefits ($) (Note 7) (i) | |||||||||||||||||||||||||||||||||||||||||||||
Crane | $ | 9,584,000 | $ | 5,209,000 | $ | 26,741,000 | $ | 136,000 | $ | 40,000 | $ | 5,670,000 | Not required | $ | 47,380,000 | $ | 11,063,000 | $ | 4,832,000 | $ | 30,695,000 | $ | 170,000 | $ | 40,000 | Not required | $ | 46,800,000 | ||||||||||||||||||||||||||||||||
Thayer | 5,086,000 | 326,000 | 8,752,000 | 39,000 | 40,000 | Not Required | $ | (2,665,000 | ) | 11,578,000 | 5,735,000 | 270,000 | 9,435,000 | 49,000 | 40,000 | (2,507,496 | ) | 13,021,504 | ||||||||||||||||||||||||||||||||||||||||||
Von Hoene | 6,038,000 | 362,000 | 9,100,000 | 67,000 | 40,000 | Not required | 15,607,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cornew | 5,724,000 | 343,000 | 9,443,000 | 56,000 | 40,000 | 5,880,000 | Not required | 21,486,000 | 6,466,000 | 392,000 | 10,109,000 | 59,000 | 40,000 | Not required | 17,066,000 | |||||||||||||||||||||||||||||||||||||||||||||
O’Brien | 5,390,000 | 218,000 | 6,999,000 | 82,000 | 40,000 | 4,280,000 | Not required | 17,009,000 | 6,089,000 | 249,000 | 7,655,000 | 113,000 | 40,000 | Not required | 14,146,000 | |||||||||||||||||||||||||||||||||||||||||||||
Von Hoene Jr. | 4,727,000 | 287,000 | 6,808,000 | 64,000 | 40,000 | Not Required | Not required | 11,926,000 |
Notes to Benefits to be Received Upon a Qualifying Termination following a CIC Table
(1) | Represents the estimated cash severance benefit equal to 2.99 times the sum of the executive’s (i) current base salary and (ii) Severance Incentive. Also, this amount includes an additional payment for Mr. O’Brien of $35,000. |
Under Section 4.1(a)(ii) of the CIC Employment Agreement, the executive’s target incentive award is payable upon |
(2) | Represents the estimated retirement benefit enhancement that consists of aone-time lump sum payment based on the actuarial present value of a benefit under thenon-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of thenon-qualified pension plan. |
(3) | The Value of Unvested Equity Awards includes the following: |
a. |
the value of the executives’ unvested performance share units. Pursuant to Section 4.1(c) of the CIC Employment Agreement, |
the value of the executives’ restricted stock that, pursuant to Section 4.1(d) of the CIC Employment Agreement or the terms of the award, would vest upon a qualifying termination following a change in control. The value of the shares is based on Exelon’s closing stock price on December |
(4) | Estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period. |
(5) | Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs. |
(6) | In 2009, the compensation committee adopted a policy that no future employment or severance agreements will provide for an excise taxgross-up payment. |
(7) | The estimate of total payments and benefits is based on a December 31, |
Vote on Performance Measures Included in Exelon Corporation’s 2011 Long-Term Incentive Plan
PROPOSAL 4: THE REAPPROVAL OF THE PERFORMANCE MEASURES INCLUDED IN EXELON CORPORATION’S 2011LONG-TERM INCENTIVE PLAN
The Exelon board of directors is recommending shareholder approval of the material terms of the performance measures used for performance-based awards granted under the Exelon Corporation 2011 Long-Term Incentive Plan (the “2011 Plan”), in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The 2011 Plan, including the material terms of the performance measures under the plan, was approved by our shareholders at Exelon’s 2010 annual meeting. Shareholders are being asked to reapprove the performance measures under the 2011 Plan so that certain compensation paid under the 2011 Plan may qualify as performance-based compensation under Section 162(m) of the Code (“Section 162(m)”). Shareholders are not being asked to approve an increase in the number of shares available under the 2011 Plan or an amendment to any provision of the Plan.
Under the 2011 Plan, various equity-based awards may be made to eligible participants, as described in further detail below. The 2011 Plan allows for the grant of performance-based compensation. The grant, vesting, crediting and/or payment of performance-based compensation, if any, will be based or conditioned on the achievement of objective performance measures established in writing by the compensation and leadership development committee of our board of directors.
Section 162(m) limits the deduction for federal income tax purposes of compensation for the CEO and the three other highest compensated officers (other than the CFO) (collectively, the “covered employee officers”) to $1 million per year, unless such compensation qualifies as “performance-based compensation” under Section 162(m). Various requirements must be satisfied in order for compensation paid to the covered employee officers to qualify as performance-based compensation within the meaning of Section 162(m). One such requirement is that the compensation must be paid based upon the attainment of performance measures established by a committee of board members meeting the definition of “outside director” used for purposes of Section 162(m). The measures established by such a committee, which in our case would be the compensation and leadership development committee (the “committee”), must be based upon performance measures, the material terms of which are approved by shareholders. The material terms of the performance measures must be disclosed to and reapproved by shareholders every five years.
We are accordingly requesting the shareholders to reapprove the material terms of the performance measures for the 2011 Plan in accordance with Section 162(m).
The following is a description of the material terms of the performance measures and certain other material terms of the 2011 Plan. This description is qualified in its entirety by reference to the 2011 Plan, a copy of which has been included asAppendix A to this proxy statement.
Material Terms of the Performance Measures
Participants. Officers and other key management employees of Exelon and its subsidiaries (approximately 3,300) are eligible to participate in the 2011 Plan.
Award Limits. No 2011 Plan participant may be granted awards under the 2011 Plan during any calendar year that, in the aggregate, may be settled by delivery of more than 2,000,000 shares of Exelon common stock. With respect to awards that are valued on the basis of the fair market value of Exelon common stock and that may be settled in cash (in whole or part), no individual may be paid in any calendar year cash amounts exceeding the greater of the fair market value of the number of shares of Exelon common stock set forth in the preceding sentence either at the date of grant or at the date of settlement. With respect to awards that are not valued on the basis of the fair market value of the Exelon common stock, the
Vote on Performance Measures Included in Exelon Corporation’s 2011 Long-Term Incentive Plan
compensation payable in any calendar year (in cash or shares) may not have an aggregate fair market value in excess of $5 million. The share figures described above are subject to adjustment in the event of a stock split, stock dividend, recapitalization, reorganization, merger, spin-off or other similar change or event.
Performance Measures. Under the 2011 Plan, the vesting or payment of performance share awards and performance unit awards will be subject to the satisfaction of certain performance goals. The performance goals applicable to a particular award will be determined by the committee at the time of grant. To the extent an award is intended to qualify for the performance-based exemption from the $1 million deduction limit under Section 162(m), as described below, the performance goals will be one or more of the following, each of which may be based on absolute standards or peer industry group comparatives and may be applied at various organizational levels (e.g., corporate, business unit, or division): (1) cumulative shareholder value added, (2) customer satisfaction, (3) revenue, (4) primary or fully-diluted earnings per share of Exelon common stock, (5) net income, (6) total shareholder return, (7) earnings before interest and taxes, (8) cash flow, including operating cash flows, free cash flow, discounted cash flow return on investment and cash flow in excess of cost of capital, or any combination thereof, (9) economic value added, (10) return on equity, (11) return on capital, (12) return on assets (13) net operating profits after taxes, (14) stock price increase, (15) return on sales, (16) debt to equity ratio, (17) payout ratio, (18) asset turnover, (19) ratio of share price to book value of shares, (20) price/earnings ratio, (21) employee satisfaction, (22) diversity, (23) market share, (24) operating income, (25) pre-tax income, (26) safety, (27) diversification of business opportunities, (28) expense ratios, (29) total expenditures, (30) completion of key projects, (31) dividend payout as percentage of net income, (32) earnings before interest, taxes, depreciation and amortization, or (33) any individual performance objective which is measured solely in terms of quantitative targets related to Exelon, any subsidiary or Exelon’s or subsidiary’s business. Such individual performance measures related to Exelon, a subsidiary or their respective businesses may include: (a) production-related factors such as generating capacity factor, performance against the INPO index, generating equivalent availability, heat rates and production cost, (b) transmission and distribution-related factors such as customer satisfaction, reliability (based on outage frequency and duration), and cost, (c) customer service-related factors such as customer satisfaction, service levels and responsiveness and bad debt collections or losses, and (d) relative performance against other similar companies in targeted areas. The measures may be weighted differently for holders of awards based on their management level and the extent to which their responsibilities are primarily corporate or business unit-related, and may be based in whole or in part on the performance of Exelon, a subsidiary, division and/or other operational unit under one or more of such measures.
Summary Description of the 2011 Plan
Under the 2011 Plan, Exelon may grant nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares and performance units (collectively, the “Awards”). The purposes of the 2011 Plan are to align the interests of Exelon’s shareholders and the recipients of awards under the 2011 Plan by increasing the proprietary interest of recipients in Exelon’s growth and success, to advance the interests of Exelon by attracting and retaining officers and other key management employees and to motivate such persons to act in the long-term best interests of Exelon and its shareholders.
Administration. The 2011 Plan is administered by the committee or another committee designated by the Board. Except with respect to (1) grants to officers of Exelon who are subject to Section 16 of the Exchange Act or whose title with Exelon is “executive vice president” or higher or decisions concerning the timing, pricing or amount of an award to such officer or other person and (2) grants to a person whose compensation is likely to be subject to the $1 million deduction limit under Section 162(m), the committee may delegate some or all of its power and authority to administer the 2011 Plan to the Chief Executive Officer or other executive officer of Exelon. However, the maximum number of shares of Exelon common stock subject to options and SARs that may be granted by Exelon’s Chief Executive Officer in any single year may not exceed 1,200,000 in the aggregate or 40,000 with respect to any individual participant. The maximum number of shares of Exelon common stock subject to restricted stock awards, restricted stock units awards, performance share awards and performance
Vote on Performance Measures Included in Exelon Corporation’s 2011 Long-Term Incentive Plan
unit awards that may be granted by Exelon’s Chief Executive Officer in any single year may not exceed 600,000 in the aggregate or 20,000 with respect to any individual participant. The share figures described above are subject to adjustment as described below.
Available Shares. The 2011 Plan initially reserved 5,000,000 shares of our common stock for the issuance of Awards, increased by the number of shares which at that time were available for future grant under Exelon’s prior equity compensation plan, and subject to adjustment as described below. The number of available shares is reduced by the sum of the aggregate number of shares of Exelon common stock which become subject to outstanding Awards. To the extent that shares of Exelon common stock subject to an outstanding Award granted under either the 2011 Plan or Exelon’s prior equity compensation plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award (excluding shares of Exelon common stock subject to an option cancelled upon settlement of a related tandem SAR or subject to a tandem SAR cancelled upon exercise of a related option), then such shares of Exelon common stock will again be available under the 2011 Plan.
The maximum number of shares of Exelon common stock initially available under the 2011 Plan for restricted stock awards, restricted stock unit awards, performance share awards and performance unit awards was 5,000,000, increased by the number of shares of Exelon common stock which at that time were available for future grant under Exelon’s prior equity compensation plan.
The last reported sale price of a share of the Exelon’s common stock on March 10, 2015 was $XX.
Adjustment. In the event of any stock split, stock dividend, recapitalization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to stockholders (other than a regular cash dividend), the number and class of securities available for all awards under the 2011 Plan, the maximum number of shares with respect to which awards may be granted during any year to any one person, the maximum number of shares subject to awards that may be granted during any year by the Chief Executive Officer, and the number and class of securities subject to each outstanding award and the purchase price per security will be appropriately adjusted by the Committee.
Termination and Amendment. The Committee may amend or terminate the 2011 Plan or any Award agreement at any time, subject to any requirement of shareholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code, and provided that no amendment may be made that impairs the rights of a holder of an outstanding award without the consent of such holder. Unless sooner terminated by the Committee, the 2011 Plan will terminate on January 1, 2021.
Tax Matters
In general, a participant will not recognize taxable income at the time a stock option is granted. Upon exercise of a non-qualified stock option, a participant will recognize compensation, taxable as ordinary income, equal to the excess of the fair market value of the shares of common stock purchased over their exercise price. In the case of “incentive stock options,” within the meaning of Section 422 of the Code, a participant will not recognize ordinary income at the time of exercise (except for purposes of the alternative minimum tax), and if the participant observes certain holding period requirements, then when the shares are sold, the entire gain over the exercise price will be taxable at capital gains rates. A participant has no taxable income at the time stock appreciation rights are granted, but will recognize compensation taxable as ordinary income upon exercise in an amount equal to the fair market value of any shares of common stock delivered and the amount of any cash paid by Exelon. A participant who is granted shares of restricted stock, including shares subject to performance conditions, generally will not recognize taxable income at the time the restricted stock is granted, but will recognize compensation taxable as ordinary income at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares of common stock at such time over the amount, if any, paid for such shares. However, a participant instead may elect to recognize compensation taxable as ordinary income on the date the restricted stock is
Vote on Performance Measures Included in Exelon Corporation’s 2011 Long-Term Incentive Plan
granted in an amount equal to the fair market value of the shares on that date. The taxation of other stock based Awards will depend on how such Awards are structured. Generally, a participant who is granted an Award of restricted stock units, performance shares or performance units will not recognize taxable income at the time such Award is granted. When the restrictions applicable to the Award lapse, and the shares of common stock subject to the restricted stock units, performance shares or performance units are transferred (or any amount of cash is paid) to the participant, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the shares of common stock on the date of transfer and the amount of any cash paid by Exelon.
Subject to the Section 162(m) deduction limitation described above, Exelon may deduct, as a compensation expense, the amount of ordinary income recognized by a participant in connection with the 2011 Plan at the time such ordinary income is recognized by that participant.
New Plan Benefits
The number of performance-based awards granted under the 2011 Plan in any year is subject to the committee’s discretion and is, therefore, not determinable.
The board of directors unanimously recommends a vote “FOR” reapproval of the performance measures included in Exelon Corporation’s 2011 Long-Term Incentive Plan.
Vote on Management Proposal Regarding Proxy Access
PROPOSAL 5: THE EXELON BOARD’S PROPOSAL REGARDING PROXY ACCESS
The board of directors believes that “proxy access”—the ability of shareholders to include shareholder-nominated candidates in the company’s proxy materials for annual meetings of shareholders—would also enhance shareholder ability to participate in director elections while potentially enhancing board accountability and responsiveness. However, the board believes that it is important to structure proxy access to minimize the potential for abuse by investors who lack a meaningful long-term interest in Exelon or who wish to promote special interests that are not aligned with the interests of other shareholders. The board also believes that proxy access should be structured to minimize disruption of board functions and effectiveness.
This proxy statement includes a proxy access proposal from the New York City Comptroller on behalf of several New York City pension funds. The board of directors of Exelon evaluated the proposal and considered the composition of Exelon’s shareholders, Exelon’s governance practices, and other factors. Exelon also sought input on the subject of proxy access from shareholders holding over 39 percent of Exelon’s outstanding common stock. As discussed in more detail below, shareholders’ opinions about proxy access are mixed: some shareholders support proxy access consistent with the SEC rule adopted in 2010 (which was subsequently struck down by a federal court); some shareholders support proxy access but expressed concerns about the potential for shareholder abuse of proxy access and disruption of board functions; other shareholders were opposed to proxy access in any form; and many shareholders expressed support for having an opportunity to consider alternatives.
Accordingly, the board believes that shareholders should have the opportunity to consider alternative proxy access proposals. The board is therefore presenting for shareholder vote both its own proposal and the New York City Comptroller’s proposal for proxy access, which include different standards regarding the appropriate qualifications for shareholders to use proxy access, the number of directors who may be nominated, and other important matters.
Both the board’s proposal and the shareholder proposal are advisory in nature, and each constitutes a recommendation to the board. Shareholders may vote FOR, AGAINST or ABSTAIN on each separate proposal. The board will take into consideration the shareholder vote for and against each proposal and will also seek additional shareholder input on proxy access through Exelon’s long-standing program of outreach to its shareholders. If a majority of shares represented at the meeting in person or by proxy and eligible to vote are voted in favor of either proxy access proposal, Exelon intends to bring to a vote at the 2016 annual meeting of shareholders a binding proposal for amendments to Exelon’s bylaws to implement some form of proxy access. Abstentions on a proposal will have the same effect as votes against that proposal.
In considering alternative proxy access proposals, the board of directors encourages shareholders to consider proxy access in the context of other provisions already included in Exelon’s articles of incorporation, bylaws, Corporate Governance Principles and other practices that promote engagement with shareholders and accountability of management and the board to Exelon’s investors. These include:
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Vote on Management Proposal Regarding Proxy Access
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The proposal for proxy access recommended by the board of directors is printed in its entirety in the resolutions below. In summary, the proposal recommended by the board, if implemented, would allow any shareholder or group of up to 20 shareholders holding both investment and voting rights with respect to at least 5 percent of Exelon’s outstanding common stock continuously for at least 3 years to nominate up to 20 percent of the Exelon directors to be elected (2 directors on Exelon’s current board of 13 directors) at the annual meeting of shareholders. A shareholder or group of shareholders making a nomination through proxy access would be required to submit information, including information to verify that the nominee(s) will meet the objective standards for independence as determined by the New York Stock Exchange rules and the objective standards for director independence in Exelon’s Corporate Governance Principles. Shareholders are encouraged to read the full text of the Exelon proposal for additional details. The Exelon proposal follows:
RESOLVED, that the shareholders of Exelon Corporation (the “Company”) ask the board of directors to adopt, and present for shareholder approval at the 2016 annual meeting of shareholders, a “proxy access” bylaw, which shall require the Company to include in the proxy statement and the related proxy card prepared for the annual meeting of shareholders the name and other required information of any person nominated for election to the board by an individual beneficial owner or group of up to 20 beneficial owners of shares (the “Nominator”), subject to the conditions established below.
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Vote on Management Proposal Regarding Proxy Access
FURTHER RESOLVED, that the shareholders request that amendments to the bylaws include: (1) additional procedures and standards for determining the amount, nature and duration of stock ownership; (2) procedures for promptly resolving disputes over whether notice of a nomination was timely and whether the information provided by the Nominator satisfies the bylaws and applicable federal regulations; (3) the priority to be given to multiple nominations exceeding the limit to the number of directors that may be nominated by shareholders at the annual meeting; and (4) such other procedures, standards and requirements as the board determines are necessary and appropriate to carry out the intention of these resolutions.
Exelon’s board of directors unanimously recommends a vote “FOR” this proposal for the following reasons:
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Exelon already has a process for shareholders to make recommendations to the corporate governance committee for nominees for election to the board. The corporate governance committee has an important role in considering the effectiveness of the board and in identifying nominees who possess a combination of skills, professional experience and diversity of background necessary to oversee Exelon’s complex business. The corporate governance committee also considers whether a candidate would contribute to an effective and well-rounded and diverse board that operates openly and collaboratively and represents the best interests of all shareholders, and not just those with a special interest. The corporate governance committee’s process for considering nominees for director and the matters it considers are described above at page 23 under the heading “Director Nomination Process.” Although Exelon recognizes the value of proxy access, the board also recognizes that nominees proposed through proxy access are not subject to any evaluation or screening by the board’s corporate governance committee. Proxy access could therefore result in loss of important skills, experience and diversity on the board of directors.
Vote on Management Proposal Regarding Proxy Access
Several of the shareholders Exelon consulted expressed support for limiting the maximum number of directors who could be nominated through proxy access to 20 percent of the board, so that there could be enough shareholder-selected nominees to have a meaningful effect on the board without excessive disruption of the board’s continuity and operations and the balance of the skills, experience and diversity of the board.
The board believes that the criteria in the board’s proposal allowing nominations of directors representing up to 20 percent of the board strikes the right balance between affording proxy access to long-term shareholders while not being overly disruptive to board functions and effectiveness that might adversely affect Exelon’s financial and operational performance.
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Several shareholders with whom Exelon discussed the subject expressed support for a minimum ownership requirement of 5 percent, although others expressed a preference for a 3 percent ownership standard. In this regard, the board notes that Exelon currently has 5 shareholders who own more than 5 percent of Exelon’s stock, and 13 shareholders who hold at least 1 percent of Exelon’s stock; those shareholders hold, in the aggregate, over 45 percent of Exelon’s stock and could act individually or with others in that group with little effort to meet a 5 percent eligibility requirement for proxy access. A lower share ownership requirement would provide greater opportunities for shareholders with narrowly defined special interests and short-term goals to promote their special interests and disrupt the operations of Exelon’s board and its business strategy. Small shareholders with legitimate concerns shared by other shareholders will have the opportunity to form a group to meet the required minimum holdings of Exelon shares.
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The board believes that proxy access should be structured to require a sustained commitment to Exelon in terms of the shareholder’s ownership holding period, consistent with Exelon’s focus on managing the business for the long term. The board’s proxy access proposal will preclude the use of Exelon stock sold short in meeting the ownership requirements for proxy access. If a proxy access proposal is approved, Exelon also intends to propose standards in the definitive amendment to the bylaws for the treatment of borrowed shares in the share ownership requirements.
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Exelon believes that this is a reasonable limitation that will reduce administrative costs for Exelon and help reduce the risk of abuse of proxy access rights. Exelon has 48 shareholders who collectively hold over 62 percent of Exelon’s common stock. These shareholders could easily act alone or form a group of 20 or fewer shareholders to establish the requisite 5 percent ownership requirement. Other holders of Exelon’s common stock who have legitimate concerns about the composition of the board could easily join with any one or more of the larger holders of Exelon stock to form a group of 20 or fewer shareholders with the requisite 5 percent ownership. In the absence of a reasonable limitation on the number of shareholders in a group, Exelon could be required to make burdensome inquiries into the nature and duration of the share ownership of a large number of individuals participating in a nomination in order to verify their qualifications to make the nomination.
Vote on Management Proposal Regarding Proxy Access
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The board’s proposal includes a requirement that information regarding director independence be provided with respect to each nominee so it can be made available to shareholders when they cast their votes in the election of directors. Absent this requirement, shareholders will have information about the independence of Exelon’s nominees under the relevant independence standards but may not receive complete information about shareholder nominees.
Federal antitrust laws prohibit the service of a person on the boards of directors of companies that may be considered competitors. Nominees for director must be screened for compliance with these laws, which may require extensive analysis of the companies’ revenues attributable to specific geographic markets in which they do business.
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The board’s proposal provides that a shareholder participating in a nomination of directors through procedures other than proxy access will not be allowed to participate in a nomination at the same meeting through proxy access. Proxy access is intended to allow shareholders to nominate directors without the expense of a proxy solicitation. A shareholder who uses proxy access and engages in a proxy solicitation at the same time incurs the expense that proxy access is intended to avoid, and diminishes the opportunities of other shareholders to make use of proxy access.
The nominating shareholder and members of a nominating group will not be permitted to join in another group that is making a nomination of other nominees through proxy access. This restriction is needed to prevent the use of the same shares to meet the minimum shareholding requirements for multiple nominations through proxy access.
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The board of directors unanimously recommends a vote “FOR”
the management proposal regarding proxy access.
Vote on Shareholder Proposal Regarding Proxy Access
PROPOSAL 6: A SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS
The Comptroller of the City of New York, as the custodian and a trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System, and the New York City Police Pension Fund, and custodian of the New York City Board of Education Retirement System (the “Systems”), beneficial owners of 1,727,092 shares of stock which have been held continuously for more than one year, submitted the following proposal and supporting statement:
“RESOLVED: Shareholders of Exelon Corporation (the “Company”) ask the board of directors (the “Board”) to adopt, and present for shareholder approval, a ‘proxy access’ bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or group (the “Nominator”) that meets the criteria established below. The Company shall allow shareholders to vote on such nominee on the Company’s proxy card. The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.
SUPPORTING STATEMENT
We believe proxy access is a fundamental shareholder right that will make directors more accountable and contribute to increased shareholder value. The CFA Institute’s 2014 assessment of pertinent academic studies and the use of proxy access in other markets similarly concluded that proxy access:
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The proposed bylaw terms enjoy strong investor support -votes for similar shareholder proposals averaged 55% from 2012 through September 2014- and similar bylaws have been adopted by companies of various sizes across industries, including Chesapeake Energy, Hewlett-Packard, Western Union and Verizon. We urge shareholders to vote FOR this proposal.”
86 | Exelon CorporationNotice of the Annual Meeting and |
Advisory Vote on Shareholder Proposal Regarding Proxy Accessthe Frequency of an Advisory Vote on Executive Compensation
Exelon’s StatementPROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules provide that shareholders be given the opportunity to cast an advisory(non-binding) vote on how often the company should include an advisory vote on executive compensation in Oppositionits proxy materials for future annual shareholder meetings. Under this Proposal No. 4, shareholders may vote to have thesay-on-pay vote every year, every two years, or every three years, or shareholders may abstain from voting on this proposal.
This shareholder proposal is based, in part,Our shareholders voted on a controversial “proxy access” rule adopted bysimilar proposal in 2011, with the Securities and Exchange Commission in 2010, which was subsequently struck down by a federal court becausemajority voting to hold the SEC did not adequately analyze the costs to U.S. companies of managing contested board elections and did not back up its claim that the rule would improve shareholder value and board performance. The Exelonsay-on-pay vote every year. Our board of directors believescontinues to believe that proxy access, if properly structured, would enhance shareholder abilityan annual advisory vote on executive compensation is the appropriate alternative for Exelon. Exelon values the direct input it receives from shareholders on executive compensation and other matters. An annual advisory vote on executive compensation is consistent with our policy of seeking input from and engaging in discussions with our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices. Given the large number of Exelon shareholders, we are unable to participate in director elections while potentially enhancing board accountability and responsiveness. However,receive direct feedback from each of our shareholders. We believe that an annual advisory vote on the board believes that this shareholder proposal is not properly structuredcompensation of our named executive officers will allow all of our shareholders to (1) minimize the potential for abuse by investors who lack a meaningful long-term interest in Exelon or who wish to promote special interests that are not alignedprovide us with the interests of other shareholders and (2) minimize disruption of board functions and effectiveness.
Exelon soughttheir general input on the subject of this proposalour compensation philosophy, policies and practices while we continue to seek direct input from shareholders holding over 39 percent of Exelon’s outstanding common stock. Exelon found that shareholders’ opinions about proxy access are mixed: some shareholders support proxy access consistent with the SEC rule adopted in 2010; some shareholders supported proxy access but expressed concerns about the potential for shareholder abuse of proxy access and disruption of board functions;through other shareholders were opposed to proxy access in any form; and many shareholders expressed support for having an opportunity to consider alternatives to this proposal.
The Exelonmeans. Our board of directors therefore recommends that you vote for aone-year interval for the advisory vote on executive compensation.
The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every year, every two years or every three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the board’s recommendation.
The option on the frequency of the advisory vote on the compensation of our named executive officers that receives the most votes from shareholders will be considered by the board and the compensation committee as the shareholders’ recommendation as to the frequency of future advisory votes on our compensation philosophy, policies and practices. However, the outcome of this advisory vote on the frequency of the advisory vote on the compensation of our named executive officers is not binding on us or our board.
Exelon expects that the question of frequency ofsay-on-pay voting will be presented for a vote of shareholders again in 2023.
The board of directors unanimously recommends a vote AGAINST this proposal for the following reasons:option of “ONE YEAR” as the preferred frequency for future advisory votes on executive compensation.
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The board’s corporate governance committee has an important role in considering the effectiveness of the board and in identifying nominees who possess a combination of skills, professional experience and diversity of background necessary to oversee Exelon’s complex business. The corporate governance committee also considers whether a candidate would contribute to an effective and well-rounded and diverse board that operates openly and collaboratively and represents the best interests of all shareholders, and not just those with a special interest. Nominees proposed through proxy access are not subject to any evaluation or screening by the corporate governance committee regarding the nominee’s ability to contribute to an effective, well-rounded and diverse board that operates openly and collaboratively in the best interest of all shareholders. Proxy access could therefore result in loss of important skills, experience and diversity on the board of directors.
Several of the shareholders Exelon consulted expressed support for limiting the maximum number of directors who could be nominated through proxy access to 20 percent of the board (2 seats on a board of 13), so that there could be enough shareholder-selected nominees to have a meaningful effect on the board without excessive disruption of the board’s continuity and operations and the balance of the skills, experience and diversity of the board. The board shares the views expressed by some shareholders that proxy access without reasonable limits could detract from the effectiveness of the board and thus adversely affect Exelon’s financial and operational performance.
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A 3 percent share ownership requirement would provide greater opportunities for shareholders with narrowly defined special interests and short-term goals to promote their special interests and disrupt the operations of Exelon’s board and its business strategy. For this reason, some shareholders who provided input to Exelon expressed a preference for a higher share ownership requirement. A higher share ownership requirement would reduce this risk without significantly detracting from the goals of proxy access.
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Vote on Shareholder Proposal Regarding Proxy Access
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Absent a requirement for the nominating shareholder to retain voting power and investment power with respect to the shares one must own to establish eligibility to nominate a director, a shareholder could have a net short position on Exelon stock and still be entitled to use proxy access to make a nomination. The board believes that proxy access should be structured to require a sustained commitment to Exelon in terms of the shareholder’s ownership interest and holding period, consistent with Exelon’s focus on managing the business for the long term. Although the shareholder proposal purports to be patterned after the SEC rule adopted in 2010, the proposal fails to include these important protections that would be included in the SEC rule had it not been invalidated by a court ruling.
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A nominating shareholder could sell all or any portion of the required shares prior to the meeting date, potentially creating misalignment between the interests of the nominating shareholder and other shareholders. Shareholders should be aware of the nominating shareholder’s intentions regarding continued ownership following the meeting in order to gauge the nominating shareholder’s interest in the company.
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Exelon believes that a reasonable limitation should be established to reduce administrative costs for Exelon and help reduce the risk of abuse of proxy access rights. In the absence of a reasonable limitation on the number of shareholders in a group, Exelon could be required to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals participating in a nomination in order to verify their required share ownership, which could impede the exercise of proxy access rights by other shareholders.
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Among other things, the shareholder proposal fails to address requirements for independence of shareholder nominees, the potential for a shareholder to participate simultaneously in more than one proxy access nomination, and the potential for a shareholder to nominate directors through proxy access while simultaneously engaging in a proxy contest to elect more directors than permitted under proxy access.
The board of directors unanimously recommends a vote “AGAINST” this proposal.
Communication with the Board of Directors
PROCESS FOR SHAREHOLDER COMMUNICATIONS WITH THE BOARD
Shareholders and other interested persons can communicate with the Lead Directorany director or with the independent directors as a group by writing to them, c/o Bruce G. Wilson, Senior Vice President, Deputy General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 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. Under the board policy, the Corporate Secretary will forward to the directors any communication raising substantial issues. All communications are available to the directors upon request. Shareholders may also report an ethics concern with the Exelon Ethics Hotline by calling1-800-23-Ethic(1-800-233-8442). You may also report an ethics concern via the Internet at EthicsOffice@ExelonCorp.com.
SHAREHOLDER PROPOSALS
If you want to submit a proposal for possible inclusion in next year’s proxy statement, you must submit it in writing to the Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. Exelon must receive your proposal on or before November 20, 2015.15, 2017. Exelon will consider only proposals meeting the requirements of the applicable rules of the Securities and Exchange Commission (“SEC”).Commission. Under our Bylaws, the proposal must also disclose fully all ownership interests the proponent has in Exelon and contain a representation as to whether the shareholder has any intention of delivering a proxy statement to the other shareholders of Exelon.
We strongly encourage any shareholder interested in submitting a proposal to contact our Corporate Secretary in advance of this deadline to discuss the proposal, and shareholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement. Our corporate governance committee reviews all shareholder proposals and makes recommendations to the board for action on such proposals.
Additionally, under our Bylaws, for a shareholder to bring any matter before the 20162018 annual meeting that is not included in the 20152017 proxy statement, the shareholder’s written notice must be received by the Corporate Secretary not less than 120 days prior to the first anniversary of the mailing date of this proxy statement, which will be November 20, 2015.15, 2017.
DIRECTOR NOMINATIONS
A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Exelon corporate governance committee for nomination as a director must submit the recommendation in writing to the Chair of the Corporate Governance Committee, c/o Bruce G. Wilson, Senior Vice President, Deputy General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The corporate governance committee will consider all recommended candidates and self-nominees when making its recommendation to the full board of directors to nominate a slate of directors for election.
• | Nominations for |
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Communication with the Board of Directors
• | Nominations for |
CommunicationA shareholder may also use one of two alternative provisions of Exelon’s Bylaws to nominate a candidate for election as a director. Under one provision of the Bylaws currently in effect, a shareholder must comply with the Boardfollowing: (1) notice of Directors
A shareholder who meets criteria in the Exelon Bylaws may also nominate a limited number of candidates for election as directors through provisions commonly referred to as “proxy access.” Subject to the requirements set forth in the Bylaws, any shareholder or group of up to 20 shareholders holding both investment and voting rights with respect to at least 3% of Exelon’s outstanding common stock continuously for at least 3 years may nominate up to 20% of the Exelon directors to be elected (2 directors on Exelon’s current board of 13 directors). The nominating shareholder(s) must comply with the following, among other detailed requirements specified in the Bylaws: (1) notice of the proposed nomination and other required information must be received by Exelon no earlier than October 16, 2017 and no later than November 15, 2017; (2) the notice must include information required under the Bylaws, including: (a) information about the nominating shareholder(s), (b) information about the candidate(s) including information that would be required to be included in a proxy statement under the rules of the SEC, and (c) the signed consent of each candidate to serve as a director of Exelon, if elected. Under this procedure, the shareholder’s nominees will be included in the Exelon proxy statement and the form of proxy for the meeting. A shareholder who wishes to submit a nomination is encouraged to seek the advice of legal counsel regarding the requirements of the SEC and Exelon’s Bylaws. Exelon will not consider any proposal or nomination that does not comply with the requirements of the SEC and Exelon’s Bylaws. Exelon’s Bylaws are amended from time to time. Please review the Bylaws on our website to determine if any changes to the nomination process or requirements have been made. |
AVAILABILITY OF CORPORATE DOCUMENTS
The Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated Bylaws, and the charters for the audit, corporate governance, compensation and leadership development and other committees of the board of directors are available on the Exelon website atwww.exeloncorp.com, on the corporate governanceGovernance page under the Investors tab. Copies may be printed from the Exelon website and copies are available without charge to any shareholder who requests them by writing to Bruce G. Wilson, Senior Vice President, Deputy General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. In addition, our Articles of Incorporation, Compensation Consultant Independence Policy, Political Contributions Guidelines, biographical information concerning each director, and all of our filings submitted to the SEC are available on our website. Access to this information is free of charge to any user with internet access. Information contained on our website is not part of this proxy statement.
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Can I access the Notice of Annual Meeting and Proxy Statement and the 20142016 Financial Report on the Internet?
As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the internet at www.proxyvote.com. On March 19, 2015,15, 2017, we began mailing to our shareholders a notice containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice.
In addition, shareholders may request to receive proxy materials in printed form or electronically by email on an ongoing basis. Exelon encourages shareholders to take advantage of the availability of the proxy materials on the internet in order to save Exelon the cost of producing and mailing documents to you, reduce the amount of mail you receive and help preserve resources.
Shareholders of Record: If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic delivery service.
Beneficial Owners: You also may be able to receive copies of these documents electronically. Please check the information provided in the proxy materials sent to you by your bank, broker or other holder of record regarding the availability of this service.
Do I need a ticket to attend the annual meeting?
You will need an admission ticket or proof of ownership to enter the annual meeting.
If you are a shareholder of record the bottom half of your proxy card will serve as your admission ticket.
If your shares are held in the name of a bank, broker, or other holder of record and you plan to attend the meeting, you must present proof of your ownership of Exelon stock as you enter the meeting, such as a bank or brokerage account statement. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of Exelon stock, to:
Annual Meeting Admission Tickets c/o Bruce G. Wilson, Senior Vice President, Deputy General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398 Chicago, Illinois 60680-5398.
Shareholders also must present a form of personal photo identification in order to be admitted into the meeting.
No cameras, audio or video recording equipment, similar electronic devices, large bags, briefcases or packages will be permitted into the meeting or adjacent areas. Cell phones and similar wireless communication devices will be permitted in the meeting only if turned off. All items brought into the meeting will be subject to search.
Who is entitled to vote at the annual meeting?
Holders of Exelon common stock as of 5:00 p.m. New York Time on March 10, 20153, 2017 are entitled to receive notice of the annual meeting and to vote their shares at the meeting. As of that date, there were XXX,XXX,XXX925,763,160 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.
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Frequently Asked Questions
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with Exelon’s transfer agent, Wells Fargo Shareowner Services, you are the “shareholder of record” of those shares. This Notice of Annual Meeting and Proxy Statement and accompanying documents have been provided directly to you by Exelon.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. This Notice of Annual Meeting and Proxy Statement and the accompanying documents have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.
How do I vote?
Your vote is important. We encourage you to vote promptly. Internet and telephone voting are available through 11:59 p.m. Eastern Time on April 27, 2015.24, 2017. You may vote in the following ways:
• | By Internet. If you have internet access, you may vote by internet. You will need the control number included on your proxy card or voting instruction form |
• | By Telephone. If you are located in the United States or Canada, you can vote by calling the toll-free telephone number(1-800-690-6903) and following the recorded instructions. You will need the control number included on your Notice Regarding the Availability of Proxy Materials, proxy card or VIF, as applicable. You may vote by telephone 24 hours a day. The telephone voting system haseasy-to-follow instructions and allows you to confirm that the system has properly recorded your votes. If you vote by telephone, you do not need to return your proxy card or your VIF. |
• | By Mail. If you are a holder of record and received a full paper set of materials, you can vote by marking, dating and signing your proxy card and returning it by mail in the postage-paid envelope provided. If you are a beneficial holder of shares held of record by a bank or broker or other street name, please complete and mail the VIF provided by the holder of record. |
• | At the Annual Meeting. If you are a shareholder of record and attend the annual meeting in person, you may use a ballot provided at the meeting to cast your vote. If you are a beneficial owner, you will need to have a legal proxy from your broker, bank or other holder of record in order to vote by ballot at the meeting. |
May I revoke a proxy?
Yes. You may revoke a proxy at any time before the proxy is exercised by filing with the Corporate Secretary a notice of revocation, or by submitting a later-dated proxy by mail, telephone or electronically through the Internet. You may also revoke your proxy by attending the annual meeting and voting in person.
What is householding and how does it affect me?
Exelon has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of this Notice of Annual Meeting and Proxy Statement and the 20142016 Annual Report, unless we are notified that one or more of these shareholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
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Frequently Asked Questions
What are the voting requirements to elect the directors and to approve each of the proposals discussed in the Proxy Statement?
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the annual meeting, in person or represented by proxy, is necessary to constitute a quorum.
Election of Directors: Majority Vote Policy
Under our Bylaws, directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the nominee. An abstention will have no effect on the outcome of the vote because an abstention does not count as a vote cast. In contested elections, the vote standard would be a plurality of votes cast, in which case a withhold vote would have no effect on the vote’s outcome. In either case, brokernon-votes will have no effect on the outcome of the vote because they are not considered votes cast.
Our Bylaws provide that, in an uncontested election, each director nominee must submit to the board before the annual meeting a letter of resignation that becomes effective only if the director fails to receive a majority of the votes cast at the annual meeting. The resignation of a director nominee who is not an incumbent director is automatically accepted by the board. The resignation of an incumbent director is tendered to the independent directors of the board for a determination of whether or not to accept the resignation. The board’s decision and the basis for the decision would be disclosed within 90 days following the certification of the final vote results.
Ratification of PricewaterhouseCoopers as Independent Auditor
The appointment of PricewaterhouseCoopers LLP as Exelon Corporation’s independent auditor requires an affirmative vote of a majority of shares of common stock represented at the annual meeting and entitled to vote thereon in order to be adopted. An abstention will have the effect of a vote “against” the ratification of the independent auditor.
Executive Compensation and Frequency of Vote on Executive Compensation
TheUnder our bylaws, whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized upon receiving an affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon, and abstentions will have the effect of a vote “against” the action. However, the votes on executive compensation and the frequency of the vote on executive compensation isare advisory and isare not binding on the company, the board of directors, or the compensation and leadership development committee in any way, as provided by law. Our board and the compensation and leadership development committee will review the results of the votevotes and input from shareholders and will take itthem into account in making a determination concerning executive compensation and the frequency of such advisory votes consistent with our record of shareowner engagement.
Performance Measures included in 2011 Long-Term Incentive Plan
The approval of the performance measures in the 2011 Long-Term Incentive Plan requires an affirmative vote of a majority of shares represented at the annual meeting and entitled to vote thereon.
Management Proposal Regarding Proxy Access
The adoption of the management proposal regarding proxy access requires an affirmative vote of a majority of shares represented at the annual meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal.
Shareholder Proposal Regarding Proxy Access
The adoption of the shareholder proposal requires an affirmative vote of a majority of shares represented at the annual meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal.
How frequently will I have an opportunity to vote on executive compensation?
Every year. The Exelon board of directors has decided to hold the advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
Could other matters be decided at the annual meeting?
At the date this proxy statement went to press, we did not know of any matters to be raised at the annual meeting other than those referred to in this proxy statement.
Frequently Asked Questions
Who will count the votes?
Representatives of Broadridge Financial Communications and Exelon’s Office of Corporate Governance will tabulate the votes and act as inspectors of the election.
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Frequently Asked Questions
Where can I find the voting results?
We will report the voting results in a Form8-K to be filed with the SEC within four business days following the end of our annual meeting. We will report the company’s decision on the frequency that the company will include a shareholder vote on the compensation of executives in its proxy materials no later than 150 calendar days after the annual meeting, but in no event later than 60 calendar days prior to the deadline for proposals for the 2018 annual meeting.
Who will pay for the cost of this proxy solicitation?
Exelon will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. We have hired Alliance Advisors, LLCKingsdale Shareholder Services US to distribute and solicit proxies. We will pay Alliance Advisors, LLCKingsdale Shareholder Services US a fee of $15,000$20,000 plus reasonable expenses for these services.
EXELON CORPORATION’S 2011 LONG-TERM INCENTIVE PLAN (AS AMENDED EFFECTIVE DECEMBER 18, 2014)
I. INTRODUCTION
“Affiliate” shall mean any Person (including a Subsidiary) that directly or indirectly controls, is controlled by, or is under common control with, the Company. For purposes of this definition the term “control” with respect to any Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of Voting Securities, by contract or otherwise.
“Agreement” shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award.
“Beneficial Owner” shall mean such term as defined in Rule 13d-3 under the Exchange Act.
“Board” shall mean the Board of Directors of the Company.
“Cause” shall mean (a) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by an individual change in control agreement, the meaning of such term specified in such agreement, (b) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by the Exelon Corporation Senior Management Severance Plan or any other executive severance plan, as in effect from time to time, the meaning of such term specified in such plan, or (c) with respect to any other employee, the meaning of such term specified in the Exelon Corporation Severance Benefit Plan, as amended from time to time, or any successor plan thereto, regardless of whether such employee is eligible to participate in such plan.
“Change in Control” shall have the meaning set forth in Section 5.8.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded.
“Common Stock” shall mean the common stock, without par value, of the Company.
“Company” shall mean Exelon Corporation, a Pennsylvania corporation, or any successor thereto.
“Company Plan” shall have the meaning set forth in Section 5.8(b)(i).
“Corporate Transaction” shall have the meaning set forth in Section 5.8(a).
“Disability” shall have the meaning specified in any long term disability plan maintained by the Company in which the participant is eligible to participate;provided that a Disability shall not be deemed to have occurred until the Company has terminated such participant’s employment in connection with such disability and the participant has commenced the
Exelon CorporationNotice of the Annual Meeting and |
receipt of long-term disability benefits under such plan. If an participant is not eligible to participate in a long-term disability plan maintained by the Company, then Disability shall mean a termination of such participant’s employment by the Company due to the inability of such participant to perform the essential functions such participant’s position, with or without reasonable accommodation, for a continuous period of at least twelve months, as determined solely by the Committee.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.2016 Adjusted(non-GAAP) Operating Earnings
“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported;provided,however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise ofExelon reports its discretion, shall at such time deem appropriate andfinancial results in accordance with Section 409Aaccounting principles generally accepted in the United States (GAAP). Exelon supplements the reporting of financial information determined in accordance with GAAP with certainnon-GAAP financial measures, including adjusted(non-GAAP) operating earnings per share. Adjusted(non-GAAP) operating earnings per share exclude certain costs, expenses, gains and losses and other specified items, includingmark-to-market adjustments from economic hedging activities, unrealized gains and losses from nuclear decommissioning trust fund investments, merger and integration costs, certain costs incurred associated with the PHI acquisition, merger commitments related to the settlement of the Code.
“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitlesPHI acquisition, the holder thereof to receive, upon exercise, sharesimpairment of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equalcertain long-lived assets, plant retirements and divestitures, costs related to the excess ofcost management program, the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.non-controlling
“Good Reason” shall mean (i) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by an individual change interest in control agreement, the meaning of such term specified in such agreement, or (ii) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by the Exelon Corporation Senior Management Severance Plan or anyConstellation Energy Nuclear Group, LLC, and other executive severance plan,items as in effect from time to time, the meaning of such term specified in such plan.
“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.
“Incumbent Board”shall have the meaning set forth in Section 5.8(b)(ii).the reconciliation below.
“Nonqualified Stock Option” shall mean an option to purchase sharesThe presentation of Common Stock which is not an Incentive Stock Option.adjusted(non-GAAP)
“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Unit Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall include one or more of the following measures, each of which may be based on absolute standards or peer industry group comparatives and may be applied at various organizational levels (e.g., corporate, business unit, division): (1) cumulative shareholder value added (SVA), (2) customer satisfaction, (3) revenue, (4) primary or fully-diluted operating earnings per share is intended to enhance an investor’s overall understanding of Common Stock, (5) net income, (6) total shareholder return, (7)period over period financial results and provide an indication of Exelon’s baseline operating performance by excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting of future periods. Accordingly, management uses adjusted(non-GAAP) operating earnings before interest taxes (EBIT), (8) cash flow, includingper share as a goal in its annual incentive plan. Adjusted(non-GAAP) operating cash flows, free cash flow, discounted cash flow return on investmentearnings per share is not a presentation defined under GAAP and cash flowmay not be comparable to other companies’ presentations. Exelon provides adjusted(non-GAAP) operating earnings per share as supplemental information and in excessaddition to earnings per share that are calculated and presented in accordance with GAAP. Adjusted(non-GAAP) operating earnings per share should not be deemed more useful than, a substitute for, or an alternative to earnings per share calculated and presented in accordance with GAAP.
A reconciliation of cost of capital, or any combination thereof, (9) economic value added, (10) return on equity,reported GAAP earnings per share to adjusted(non-GAAP) operating earnings per share for 2016 is presented below; amounts may not add due to rounding:
2016 Adjusted(non-GAAP) Operating Earnings (Loss) Per Share | $ | 2.68 | ||
Adjustments: | ||||
Mark-to-market impact of economic hedging activities | 0.03 | |||
Unrealized (gains) losses related to NDT fund investments | (0.13 | ) | ||
Amortization of commodity contract intangibles | 0.04 | |||
Merger and integration costs | 0.12 | |||
Long-lived asset impairment | 0.11 | |||
Asset retirement obligation | (0.08 | ) | ||
Reassessment of state deferred income taxes | 0.01 | |||
Merger commitments | 0.47 | |||
Plant retirements and divestitures | 0.47 | |||
Cost management program | 0.04 | |||
Like-kind exchange tax position | 0.21 | |||
Curtailment of Generation growth and development activities | 0.06 | |||
Non-controlling interest | 0.11 | |||
2016 GAAP Earnings (Loss) Per Share | $ | 1.22 |
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Appendix A
(11) return on capital, (12) return on assets, (13) net operating profits after taxes, (14) stock price increase, (15) return on sales, (16) debt to equity ratio, (17) payout ratio, (18) asset turnover, (19) ratio of share price to book value of shares, (20) price/earnings ratio, (21) employee satisfaction, (22) diversity, (23) market share, (24) operating income, (25) pre-tax income, (26) safety, (27) diversification of business opportunities, (28) expense ratios, (29) total expenditures, (30) completion of key projects, (31) dividend payout as percentage of net income, (32) earnings before interest, taxes, depreciation and amortization (EBITDA), or (33) any individual2014 PShare Scorecard
The table below reflects the 2014 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance objective which is measured solely in terms of quantitative targets relatedlevels. Applies to the Company, any Subsidiary orfirst year of the Company’s or Subsidiary’s business. Such individual2014-2016 PShare program.
2014 PShare Scorecard | ||||||||||||||||||||||||||||||
Goals | Metrics | Metric Weighting | Operating Company | Threshold | Target | Target Calibrated to | Disting- uished | Final Score | Actual Award vs. Metric Weighting | |||||||||||||||||||||
Financial Management | ROE | 30.0 | % | Exelon Corp | 7.00 | % | 8.00 | % | Budget | 9.00 | % | 8.22 | % | 30.0 | % | |||||||||||||||
FFO/Debt | 30.0 | % | ExGen HoldCo | 39.0 | % | 40.6 | % | Budget | 43.1 | % | 41.0 | % | 30.0 | % | ||||||||||||||||
Operational Excellence | Outage Duration (Average) | 6.7 | % | BGE | 113.0 | 95.0 | 2nd Quartile | 91.5 | 92.0 | 2.79 | % | |||||||||||||||||||
ComEd | 94.0 | 85.0 | 1st Quartile | 84.0 | 84.0 | 3.35 | % | |||||||||||||||||||||||
PECO | 94.0 | 88.0 | 1st Quartile | 85.5 | 90.0 | 1.68 | % | |||||||||||||||||||||||
Outage Frequency (Average) | 6.7 | % | BGE | 1.12 | 0.97 | 2nd Quartile | 0.91 | 0.77 | 3.35 | % | ||||||||||||||||||||
ComEd | 0.90 | 0.78 | 1st Decile | 0.76 | 0.81 | 1.68 | % | |||||||||||||||||||||||
PECO | 0.90 | 0.78 | 1st Decile | 0.76 | 0.77 | 2.79 | % | |||||||||||||||||||||||
Net Fleetwide Capacity Factor | 13.3 | % | Nuclear | 91.3 | % | 93.3 | % | 1st Quartile | 93.8 | % | 94.2 | % | 19.95 | % | ||||||||||||||||
Dispatch Match | 13.3 | % | Power | 95.1 | % | 97.1 | % | Internal Measure | 97.9 | % | 96.5 | % | 9.98 | % | ||||||||||||||||
| Committee Approved Performance | | 105.56 | % |
The table below reflects the 2015 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance measures relatedlevels. Applies to the Company, a Subsidiary orsecond year of the Company’s or Subsidiary’s business may include: (A) production-related factors such as generating capacity factor, performance against the INPO index, generating equivalent availability, heat rates and production cost, (B) transmission and distribution-related factors such as customer satisfaction, reliability (based on outage frequency and duration), and cost, (C) customer service-related factors such as customer satisfaction, service levels and responsiveness and bad debt collections or losses, and (D) relative performance against other similar companies in targeted areas. The measures may be weighted differently for holders of awards based on their management level2014-2016 PShare program and the extent to which their responsibilities are primarily corporate or business unit-related, and may be based in whole or in part on the performancefirst year of the Company, a Subsidiary, division and/or other operational unit under one or more of such measures. In the sole discretion of the Committee, but subject to Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.2015-2017 PShare program.
“Performance Option” shall mean an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.
“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.
“Performance Share Award” shall mean a Restricted Stock Award or Restricted Stock Unit Award, the vesting of which is subject to the attainment of specified Performance Measures within a specified Performance Period.
“Performance Unit” shall mean a right to receive, contingent upon the attainment of specified Performance Measures within a specified Performance Period and the expiration of any applicable Restriction Period, a specified cash amount or, in lieu thereof, shares of Common Stock having a Fair Market Value equal to such cash amount.
“Performance Unit Award” shall mean an award of Performance Units under this Plan.
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.
“Plan” shall have the meaning set forth in Section 1.1.
“Prior Plan” shall mean the Exelon Corporation 2006 Long-Term Incentive Plan, as amended.
“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.
“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.
“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.
2015 PShare Scorecard | ||||||||||||||||||||||||||||||
Goals | Metrics | Metric Weighting | Operating Company | Threshold | Target | Target Calibrated to | Disting- uished | Final Score | Actual Award vs. Metric Weighting | |||||||||||||||||||||
Financial Management | ROE | 30.0 | % | Exelon Corp | 7.25 | % | 7.75 | % | Budget | 8.50 | % | 8.23 | % | 37.5 | % | |||||||||||||||
FFO/Debt | 30.0 | % | ExGen HoldCo | 27.0 | % | 30.0 | % | Budget | 42.7 | % | 33.1 | % | 30.0 | % | ||||||||||||||||
Operational Excellence | Outage Duration (Average) | 6.7 | % | BGE | 100.0 | 88.0 | 1st Quartile | 85.0 | 91.0 | 1.68 | % | |||||||||||||||||||
ComEd | 93.0 | 83.0 | 1st Quartile | 82.0 | 82.0 | 3.35 | % | |||||||||||||||||||||||
PECO | 93.0 | 87.0 | 1st Quartile | 85.0 | 84.0 | 3.35 | % | |||||||||||||||||||||||
Outage Frequency (Average) | 6.7 | % | BGE | 1.00 | 0.80 | 1st Decile | 0.76 | 0.82 | 1.68 | % | ||||||||||||||||||||
ComEd | 0.87 | 0.77 | 1st Decile | 0.74 | 0.78 | 1.68 | % | |||||||||||||||||||||||
PECO | 0.87 | 0.77 | 1st Decile | 0.74 | 0.70 | 3.35 | % | |||||||||||||||||||||||
Net Fleetwide Capacity Factor | 13.3 | % | Nuclear | 91.1 | % | 93.1 | % | 1st Quartile | 93.6 | % | 93.9 | % | 19.95 | % | ||||||||||||||||
Dispatch Match | 13.3 | % | Power | 94.3 | % | 96.6 | % | Internal Measure | 97.8 | % | 98.6 | % | 19.95 | % | ||||||||||||||||
| Committee Approved Performance | | 122.48 | % |
Exelon CorporationNotice of the Annual Meeting and |
Appendix A
“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.
“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.
“Restrictive Covenant” shall have the meaning set forth in Section 2.3(g).
“Retirement” shall mean the retirement of a holder of an award from employment with the Company on or after attaining the minimum age specified for early or normal retirement in any then effective qualified defined benefit retirement plan of the Company in which such holder is a participant, provided that such holder has also attained age 50 and completed at least ten years of service with the Company and the Subsidiaries. For purposes of this definition, the holder’s age and service shall be determined taking into account any deemed age or service awarded to the holder for benefit accrual purposes under any nonqualified defined benefit retirement plan of the Company in which the holder is a participant.
“SAR” shall mean a stock appreciation right, which may be aFree-Standing SAR or a Tandem SAR.
“SEC Person” shall mean any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than (i) the Company or an Affiliate, or (ii) any employee benefit plan (or any related trust) of the Company or any of its Affiliates.
“Stock Award” shall mean a Restricted Stock Award or a Restricted Stock Unit Award, including any such award which is granted as a Performance Share Award.
“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.
“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.
“Tax Date” shall have the meaning set forth in Section 5.5.
“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).
“20% Owner” shall have the meaning set forth in Section 5.8(b)(i).
“Voting Securities” shall mean with respect to a corporation, securities of such corporation that are entitled to vote generally in the election of directors of such corporation.
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Appendix A
The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer or other officer of the Company as the Committee deems appropriate;provided,however, that (i) the Committee may not delegate its power and authority to the Board or the Chief Executive Officer or other officer of the Company with regard to the grant of an award to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at the time during the period an award hereunder to such employee would be outstanding, (ii) the Committee may not delegate its power and authority to the Chief Executive Officer or other officer of the Company with regard to the selection for participation in this Plan of an officer or other person subject to Section 16 of the Exchange Act or whose title with the Company is “executive vice president” or higher, or decisions concerning the timing, pricing or amount of an award to such an officer or other person and (iii) the awards granted by the Chief Executive Officer pursuant to such delegation shall not exceed the limits set forth in Section 1.6(c) and 1.6(d).
No member of the Board or Committee, and neither the Chief Executive Officer nor any other officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Articles of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.
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Appendix A
II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:
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Appendix A
SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:
Appendix A
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Appendix A
III. STOCK AWARDS
Appendix A
Appendix A
IV. PERFORMANCE UNIT AWARDS
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Appendix A
V. GENERAL
Awards hereunder may be made at any time prior to the termination of this Plan, provided that, subject to Section 2.1, no award may be made later than ten (10) years after the effective date of this Plan. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.
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Appendix A
Appendix A
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Appendix A
Appendix A
Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to an award if, in advance of such event, the holder of such award agrees in writing that such event shall not constitute a Change in Control.
Each beneficiary designation shall become effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations.
If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding option and SAR hereunder held by such holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative or similar person.
Exelon Corporation P.O. Box 805398 Chicago, IL 60680-5398
exeloncorp.com
© Exelon Corporation, | ![]() |
EXELON CORPORATION
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 10 SOUTH DEARBORN STREET
P.O. BOX 805398
CHICAGO, IL 60680-5398
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 27, 2015.24, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 27, 2015.24, 2017. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. EXELON CORPORATION 10 SOUTH DEARBORN STREET P.O. BOX 805398 CHICAGO, IL 60680-5398 M85192-P62030-Z65036 EXELON CORPORATION The board of directors recommends voting
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E20947-P87426-Z69468 KEEP THIS PORTION FOR Proposals 1 through 5 and AGAINST Proposal 6: 1. Election of Directors Abstain For Against Nominees: 1a. Anthony K. Anderson 1b. Ann C. Berzin Abstain Against For 1c. John A. Canning, Jr. 1l. Mayo A. Shattuck III 1d. Christopher M. Crane 1m. Stephen D. Steinour 2. The Ratification of PricewaterhouseCoopers LLP as Exelon’s independent Auditor for 2015. 1e. Yves C. de Balmann 1f. Nicholas DeBenedictis 3. Advisory vote to approve executive compensation. 4. Approve performance measures in the 2011 Long-Term Incentive Plan. 1g. Paul L. Joskow 1h. Robert J. Lawless 5. Management proposal regarding proxy access. 1i. Richard W. Mies 6. Shareholder proposal regarding proxy access. 1j. William C. Richardson NOTE: Authority is also given to vote on all other matters that may properly come before the meeting or any adjournment thereof. 1k. John W. Rogers, Jr. YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
EXELON CORPORATION | ||||||||||||||||||||||||||||||||||||||||||||||
The board of directors recommends voting FOR Proposals 1 through 3: | ||||||||||||||||||||||||||||||||||||||||||||||
1. | Election of Directors | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||||
Nominees: | ||||||||||||||||||||||||||||||||||||||||||||||
1a. | Anthony K. Anderson | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||
1b. | Ann C. Berzin | ☐ | ☐ | ☐ | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||
1c. | Christopher M. Crane | ☐ | ☐ | ☐ | 1j. | Richard W. Mies | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1d. | Yves C. de Balmann | ☐ | ☐ | ☐ | 1k. | John W. Rogers, Jr. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1e. | Nicholas DeBenedictis | ☐ | ☐ | ☐ | 1l. | Mayo A. Shattuck III | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1f. | Nancy L. Gioia | ☐ | ☐ | ☐ | 1m. | Stephen D. Steinour | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1g. 1h. | Linda P. Jojo Paul L. Joskow | ☐ ☐ | ☐ ☐ | ☐ ☐ | 2. | Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2017. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1i. | Robert J. Lawless | ☐ | ☐ | ☐ | 3. | Advisory approval of executive compensation. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | ☐ | The Board of Directors recommends you vote 1 year on the following proposal: | 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting. | ☐ | ☐ | 4. | Advisory vote on the frequency of the advisory vote on executive compensation. | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||
Yes | No | NOTE:Authority is also given to vote on all other matters that may properly come before the meeting or any adjournment thereof. | ||||||||||||||||||||||||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
V.1.2
ADMISSION TICKET
To attend the annual meeting please detach and bring this ticket along with a valid photo ID and present them at the Shareholder Registration Table upon arrival. This ticket is not transferable.
No cameras, audio or video recording equipment, similar electronic devices, large bags, backpacks, briefcases or packages will be permitted in the meeting room or adjacent areas. Cell phones and similar wireless communication devices will be permitted in the meeting only if turned off. All items brought into the meeting will be subject to search.
NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
Exelon’s Notice and Proxy Statement and Annual Report are available online at www.proxyvote.com.www.proxyvote.com. The electronic documents have been prepared to offer easy viewing and are completely searchable. The website will allow you to view the materials as you vote the shares. We believe that you will find this method of viewing Exelon’s information and voting the shares more convenient. We encourage you to vote the shares at www.proxyvote.com and then register for the electronic delivery of Exelon’s proxy materials for 2016 and beyond.
We encourage you to vote the shares at www.proxyvote.com and then register for the electronic delivery of Exelon’s proxy materials for 2018 and beyond. |
IF YOU WISH TO ATTEND THE ANNUAL MEETING, DETACH AND BRING THIS ADMISSION TICKET ALONG WITH A PHOTO ID M85193-P62030-Z65036 EXELON CORPORATION 2015 COMMON STOCK PROXY This proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on Tuesday, April 28, 2015 at 9:00 A.M. Central Time at Exelon Corporation Headquarters 10 S. Dearborn Street Chicago, Illinois DARRYL M. BRADFORD
E20948-P87426-Z69468
EXELON CORPORATION 2017 COMMON STOCK PROXY This proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on Tuesday, April 25, 2017 at 9:00 A.M. Eastern Time at 1310 Point Street 10th Floor Baltimore, Maryland THOMAS S. O’NEILL and BRUCE G. WILSON, or either of them with power of substitution, are hereby appointed to vote as specified all shares of common stock which the shareholder(s) named on the proxy card is/are entitled to vote at the annual meeting described above or at any adjournment thereof, and in their sole discretion to vote upon all other matters that may be properly brought before the annual meeting. If the proxy card is signed and dated, but no votes are indicated, it will be voted as recommended by the Board of Directors. The Northern Trust Company as trustee for the Exelon Employee Savings Plan, for which Northwest Plan Services, Inc. is the plan record keeper, or Vanguard Fiduciary Trust Company, trustee of the Pepco Holdings, Inc. Retirement Savings Plan is hereby authorized to execute a proxy with the identical instructions for any shares of common stock held in the respective plan for the benefit of any shareholder(s) named on this card. For all shares for which no valid instruction is timely received, the trustee of the respective plan is instructed to vote the shares in the same proportion as the shares that were affirmatively voted by shareholders participating in the respective plan. | ||||||||
Address Changes/Comments: | ||||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side |
V.1.2
Errata Note:
The printed version of the proxy statement for the Exelon Corporation 2017 annual meeting of shareholders differs from the proxy statement as filed with the SEC on Schedule 14A in the following manner:
On page 90 of the printed version, the number of shares of common stock which the shareholder(s) named on the proxy card is/areoutstanding and entitled to vote atthe annual meeting described above or at any adjournment thereof, andas of the record date is shown as 960,506,317, which includes 34,743,157 shares held in their sole discretiontreasury which are not entitled to vote upon all other matters that may be properly brought beforevote. The correct figure, as presented in the annual meeting. If thefiled proxy cardstatement, is signed and dated, but no votes are indicated, it will be voted as recommended by the Board of Directors. The Northern Trust Company as trustee for the Exelon Employee Savings Plan, the Employee Savings Plan for Constellation Energy Nuclear Energy Group, LLC and the Represented Employee Savings Plan for Nine Mile Point, for which Hewitt Associates LLC is the plan record keeper, is hereby authorized to execute a proxy with the identical instructions for any925,763,160 shares of common stock held in this plan for the benefit of any shareholder(s) named on this card. For all shares for which no valid instruction is timely received, the trusteeoutstanding and entitled to vote as of the respective planrecord date.
Exelon Corporation does not believe that the difference is instructedmaterial to voteshareholders in connection with the annual meeting of shareholders. All voting calculations will be made using 925,763,160 shares of common stock outstanding and entitled to vote. The error was discovered on March 13 immediately after the proxy statement had been printed, and reprinting the proxy statement to correct the error would have risked a delay in the same proportion asdistribution of the shares that were affirmatively voted by shareholders participating in the respective plan. Continued and to be signed on reverse sideproxy materials.