UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Information Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) | ||||
| ☒ | Definitive Information Statement | ||||
Commonwealth Edison Company
(Name of Registrant as Specified in its Charter)
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Notice of Action by Written Consent of Majority Shareholder
In Lieu of a Meeting of Shareholders to Elect Directors
and Information Statement
April 26, 2024
To the Shareholders of Commonwealth Edison Company:
Notice is hereby given in accordance with Section 7.10 of the Illinois Business Corporation Act of 1983, as amended (the Act), that on or about May 18, 2024, the majority shareholder of Commonwealth Edison Company will take action by written consent in lieu of a meeting to elect the following directors:
1.Ricardo Estrada
2.Michael Innocenzo
3.Gil Quiniones
4.Zaldwaynaka Scott
5.Smita Shah
In accordance with Section 7.10 of the Act, notice of the action by written consent will be delivered to the shareholders promptly after the action is taken.
Very truly yours,
Gayle Littleton
Corporate Secretary
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INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being provided to you in connection with the action by written consent of the majority shareholder of Commonwealth Edison Company (ComEd or the Company) to be taken on or about May 18, 2024.
ComEd is an indirect majority-owned subsidiary of Exelon Corporation (Exelon). ComEd’s principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603. As of March 31, 2024, ComEd had 127,021,409 shares of common stock outstanding, $12.50 par value (ComEd Common Stock), of which 127,002,904 shares of ComEd Common Stock, or over 99%, are owned by Exelon Energy Delivery Company, a wholly owned subsidiary of Exelon. Exelon intends to cause its subsidiary to take action by written consent to elect the nominees for director named under Election of Directors below.
Exelon is a utility services holding company engaged in the energy delivery business through its subsidiaries:
•ComEd in northern Illinois,
•Baltimore Gas and Electric Company (BGE) in Baltimore and central Maryland,
•PECO Energy Company (PECO) in Philadelphia and southeastern Pennsylvania,
•Atlantic City Electric Company (ACE) in southern New Jersey,
•Delmarva Power & Light Company (DPL) in Delaware and Maryland, and
•Potomac Electric Power Company (Pepco) in the District of Columbia and Maryland.
Cautionary Statements Regarding Forward-Looking Information
This Information Statement contains certain forward-looking statements within the meaning of federal securities laws 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 and ComEd include those factors discussed herein, as well as (1) the items discussed in Exelon’s and ComEd’s 2023 Annual Report on Form 10-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 18, Commitments and Contingencies and (2) other factors discussed in filings with the SEC by Exelon and ComEd.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Information Statement. Exelon (or ComEd) 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 Information Statement.
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COMED GOVERNANCE
As a controlled subsidiary of Exelon, ComEd does not have separate audit, nominating, and compensation committees. Instead, those functions are fulfilled by the Audit and Risk, Corporate Governance, and Talent Management and Compensation Committees of the Exelon Board of Directors (Exelon Board). The ComEd Board established an Executive Committee in January 2014 which is authorized to act for limited purposes when it is not convenient to call a meeting of the full ComEd Board. The Executive Committee is comprised of the ComEd Board Chair and Vice Chair.
Independence Standards
ComEd’s Amended and Restated Bylaws (Bylaws) and Corporate Governance Principles require that at least one of the ComEd directors be independent, defined for this purpose as not being a director, officer, or employee of Exelon or ComEd. The Bylaws further require that a majority of the ComEd Board and at least one independent director approve the declaration and payment of dividends, the purchase of electric energy, and any decision to seek protection from creditors under federal or state bankruptcy or related laws.
Leadership Structure and Board Meetings
Mr. Innocenzo, Executive Vice President and Chief Operating Officer of Exelon, serves as Chair of the ComEd Board and Mr. Quiniones, President and Chief Executive Officer of ComEd, serves as Vice Chair of the ComEd Board. Because ComEd is a controlled subsidiary of Exelon, the ComEd Board determined that there is no need to adopt a policy with respect to whether the positions of ComEd Board Chair and Chief Executive Officer should be held by the same person.
During 2023, ComEd’s Board held six meetings. To date in 2024, the ComEd Board has held two meetings. The directors had an average attendance of 100% for all ComEd Board meetings in 2023 and each incumbent director nominee attended at least 75% of the Board meetings.
Oversight of Risk
As a controlled company, ComEd’s risk is managed by Exelon in conjunction with Exelon’s overall risk oversight and risk management structure; however, both the Exelon Board and the ComEd Board provide oversight of risk management practices. Exelon’s Enterprise Risk Management (ERM) team, in collaboration with its operating companies, is responsible for coordinating Exelon’s risk management program. As part of its risk oversight program, Exelon has adopted a Three Lines operating model of governance developed by the Institute of Internal Auditors and updated in 2020. The Three Lines Model delineates responsibilities across business operations, risk, and oversight functions to support coordinated management and oversight of risks.
The Exelon ERM team works collaboratively with business teams to help them identify and assess risks, and to better understand how to manage risks and establish tolerances that allow for growth while staying within our risk appetite. Regular risk assessments deepen our understanding of risks, enable effective action to mitigate risks and strengthen our risk culture.
Each operating company of Exelon, including ComEd, has a management-level Risk Management Committee. Senior executives of ComEd and Exelon also discuss risks with the ComEd Board and/or the Exelon Audit and Risk Committee. The Exelon Board regularly discusses enterprise risks in connection with the evaluation of capital investments, other business opportunities and strategies as well as emerging trends or developments.
As previously disclosed in ComEd’s 2020 Annual Report on Form 10-K, on July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney’s Office for the Northern District of Illinois (USAO) to resolve the USAO’s investigation into past ComEd lobbying activities in the State of Illinois. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives (the Speaker) and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd. That period expired, and the pending charge was dismissed, in July 2023. ComEd’s response to the investigation was overseen by a Special Oversight Committee of independent members of the Exelon Board. In addition, the Exelon Audit and Risk Committee oversaw the development of significantly strengthened controls through, among other things, consolidating oversight of the
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internal audit, compliance and ethics, and enterprise risk management functions and the implementation of four new policies governing the interactions of all Exelon and ComEd employees with public officials. The Exelon Audit and Risk Committee monitors the effectiveness of these policies as well as other compliance controls over key risks.
Board and Director Evaluations
The ComEd Corporate Governance Principles provide that the ComEd Board Chair and Vice Chair recommend the process and criteria used in the annual evaluation of the performance of the ComEd Board as a group. Individual directors receive feedback from the ComEd Board Chair or the Vice Chair as appropriate. The ComEd Board Chair reviews with the Exelon Corporate Governance Committee the results of the annual evaluation of the performance of the ComEd Board and, as appropriate, the performance of individual directors. The Exelon Corporate Governance Committee may recommend changes or enhancements to the ComEd Board for its consideration. The ComEd Board Chair or Vice Chair will provide a report of evaluation results to the ComEd Board along with any recommendations from the Exelon Corporate Governance Committee.
Director Education
Each new director receives a customized orientation program based on their experience and knowledge. ComEd’s 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 the utility industry. Materials provided to new directors include information on ComEd’s strategy, financial matters, operations, corporate governance practices, Code of Business Conduct, and other key policies and practices, including each of the Company’s policies related to interactions with public officials. The onboarding process includes a series of one-on-one meetings with members of ComEd’s senior management and their staff for deep-dive briefings. Continuing education is also provided during portions of regular ComEd Board meetings and focuses on the topics necessary to enable the ComEd Board to effectively consider issues presented (such as new regulatory standards). Education may take the form of presentations from senior leadership or other subject matter experts within the Company, presentations from external advisors or industry leaders, or “white papers” which are deep dives into timely subjects or topics.
Related Person Transactions
Exelon has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is overseen by the Exelon Corporate Governance Committee and is available on our website. The policy, which is applicable to ComEd, provides that the Exelon Chief Legal Officer reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. If it is determined that a proposed, existing, or completed transactions is a related person transaction, the Corporate Governance Committee will review such transactions. Related person transactions that are in, or not inconsistent with, the best interests of the Company may be approved by the Corporate Governance Committee and reported to the Board. There were no related person transactions identified for 2023.
Communications With the Board
Shareholders and other interested parties who wish to communicate with the ComEd Board or any individual director may do so by writing to the company’s Corporate Secretary at 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398 and addressing the communication to the ComEd Board or the individual director.
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COMPOSITION OF THE BOARD
ComEd is a controlled subsidiary of Exelon and does not have a separate corporate governance or nominating committee.
ComEd’s Corporate Governance Principles provide that potential ComEd director nominees are considered by the ComEd Board Chair and Vice Chair. The ComEd Board Chair and Vice Chair consult with the Exelon Corporate Governance Committee or its chair, to periodically determine the appropriate mix of skills and characteristics that the ComEd Board of Directors (ComEd Board) requires. At a minimum, the following attributes should be met to qualify for ComEd Board service:
•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 that is useful to the enterprise and complementary to other board members
•Willingness to remain current with industry and other developments relevant to ComEd’s strategic and business direction
•Willingness to devote the time required to fulfill the duties and responsibilities of board membership and a commitment to serve for a period of years to develop knowledge about ComEd’s principal operations
•Involvement only in activities or interests that do not create a conflict with the director’s responsibilities to ComEd and its shareholders or other stakeholders
•A commitment to represent the long-term interests of ComEd shareholders, employees, customers, and communities
The ComEd Board as a whole should reflect diversity with respect to personal backgrounds, skill sets, experience, thought, ethnicity, race, gender, age, and nationality, and should also reflect a balance of short- and long-tenured members possessing core competencies and experience in the following areas: accounting and financial reporting; executive management; talent management; innovation and technology; safety, physical security, and cybersecurity; utility sector experience and/or knowledge of ComEd’s business, service territory and customer needs; regulatory, public policy or government; and construction, engineering, and project management.
ComEd’s Bylaws and Corporate Governance Principles require that at least one of the ComEd directors be independent, defined for this purpose as not being a director, officer, or employee of Exelon or ComEd (excluding positions as directors of subsidiaries of ComEd). Under this standard, three director nominees have been determined to be independent.
ComEd’s Bylaws and Corporate Governance Principles also provided that each independent member of the ComEd Board must retire from the board at or before the next annual meeting of shareholders following the director’s 75th birthday; provided, however, that the ComEd Board has the discretion to decline a tendered resignation if it determines, based on the recommendation of the Exelon Corporate Governance Committee, that it is in the best interests of ComEd and its shareholders to extend the director’s continued service for an additional period of time.
DIRECTOR NOMINEES
Pursuant to our Bylaws, each member of our Board of Directors serves until the next annual meeting of shareholders and until his or her respective successor is duly elected and qualified. The ComEd Board currently consists of five members, with each of the directors named below nominated for re-election to the ComEd Board. Each director has consented to serve as director upon his or her election and re-election. Pursuant to Section 7.10(a) of the Act, the majority shareholder of ComEd will take action by written consent in lieu of a meeting to elect each of the director nominees.
The following nominees for election as directors to serve until the next annual meeting of stockholders in 2025 and until their successors are duly elected and qualified:
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| Name | Age | Director Since | Independent | Principal Occupation | ||||||||||
| Ricardo Estrada | 57 | 2021 | Yes | President & CEO, Metropolitan Family Services | ||||||||||
| Michael Innocenzo | 58 | 2024 | No | Executive Vice President & COO, Exelon | ||||||||||
| Gil Quiniones | 57 | 2021 | No | President & CEO, ComEd | ||||||||||
| Zaldwaynaka (“Z”) Scott | 65 | 2022 | Yes | President, Chicago State University | ||||||||||
| Smita Shah | 50 | 2022 | Yes | Founder, President & CEO, SPAAN Tech, Inc. | ||||||||||
Each director nominee has been determined to possess the attributes and core competencies identified above and each has been previously elected or appointed on the recommendation of the Exelon Corporate Governance Committee. The director nominees have a wide diversity of experience to serve the needs of the ComEd Board. Biographical information about each of the directors follows.
•Ricardo Estrada - Mr. Estrada is the President and Chief Executive Officer of Metropolitan Family Services, a non-profit organization serving low-income and working poor families across Chicago, a position he has held since 2011. Prior to his current role, he served as first deputy commissioner for the Chicago Department of Family and Support Services from 2010 - 2011. In 2021, Mr. Estrada was appointed by the mayor of Chicago to the Board of Directors for Metra. Mr. Estrada also serves as a director for Terra Foundation for American Art, National Museum of Mexican Art, A Better Chicago, and Grand Victoria Foundation.
•Michael Innocenzo - Mr. Innocenzo is Executive Vice President and Chief Operating Officer of Exelon. Additionally, Mr. Innocenzo serves as the board Chair for each of the ComEd, BGE, PECO and Pepco Holdings LLC (PHI) boards. Prior to his current role, Mr. Innocenzo served as PECO’s President and Chief Executive Officer from March 2018 to March 2024 and as PECO’s Chief Operating Officer from April 2013 to March 2018. Mr. Innocenzo has been with Exelon since 1988 and has held various operational leadership roles throughout PECO. Mr. Innocenzo serves as the Board Chair of The Chamber of Commerce for Greater Philadelphia. He also serves on the boards of the Philadelphia Police Athletic League (PAL), the Franklin Institute, the American Gas Association, and the Electric Power Research Institute. He is also a member of the Satell Institute and has advisory roles with Drexel University and Children's Hospital of Philadelphia.
•Gil Quiniones - Mr. Quiniones has served as Chief Executive Officer of ComEd since 2021. He also serves as Vice-Chair of the ComEd Board. Before joining ComEd, Mr. Quiniones served for more than a decade as President and Chief Executive Officer of the New York Power Authority (NYPA), the nation’s largest state-owned electric utility. Before joining NYPA in 2007, Mr. Quiniones held several positions in the administration of New York City Mayor Michael R. Bloomberg, including more than four years as senior vice president of energy and telecommunications. He started his career at Consolidated Edison (Con Edison), one of the nation’s largest investor-owned energy companies and an electric and gas utility serving parts of southeastern New York and northern New Jersey, including New York City. Mr. Quiniones currently serves as a director for the Civic Federation and World Business Chicago.
•Zaldwaynaka (“Z”) Scott - Ms. Scott is the president of Chicago State University, a Predominantly Black Institution. Prior to her current role, she was an equity partner at the law firm Foley & Lardner LLP from 2016 to 2018 and an equity partner and chair of the white-collar practice at Kaye Scholer LLP from 2010 to 2016. From 2003 to 2005, she was appointed by the Illinois Governor to serve as the Executive Inspector General. She also spent 15 years working as an Assistant U.S. Attorney in the United States Attorney’s Office for the Northern District of Illinois. Ms. Scott also serves on the board of directors for the Ann & Robert H. Lurie Children’s Hospital, Intersect Illinois, the Economic Club of Chicago, and the Institute for College Access & Success.
•Smita Shah - Ms. Shah is the Founder, President, and Chief Executive Officer of SPAAN Tech, Inc. Founded in 1998, Spaan Tech is an engineering and construction management firm that provides and implements sustainable solutions in the transportation, aviation, water, energy, and technology industries. Ms. Shah serves on the board of MacLean-Fogg Company and InvenTrust. In recognition of Ms. Shah’s leadership and commitment to the community, she was appointed by President Biden to the President’s Commission on Asian Americans, Native Hawaiians, and Pacific Islanders. She serves as trustee of Lincoln Academy of Illinois and co-chairman of the Chicago Cook Workforce Partnership. She also serves on the boards of Museum of Science and Industry, Navy Pier, After School Matters, Environmental Law and Policy Center, and the University of Chicago Harris School of Public Policy. She is a Professional Engineer licensed in multiple states.
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AUDIT MATTERS
As a controlled subsidiary of Exelon, ComEd does not have a separate audit committee. Instead, the Exelon Audit and Risk Committee (ARC) fulfills that function for ComEd.
Independent Auditor
PricewaterhouseCoopers (PwC) has served as independent auditor to Exelon and ComEd since 2000. Exelon's ARC assessed PwC’s independence based on review of PwC’s required communications and forthright, candid and prompt communications on related independence matters, when needed. Based on the results of its assessment, the Committee found PwC to be independent from the Company and its management and appointed PwC as its independent auditor for 2024.
Fees Subject to Pre-Approval Policy
The ARC has adopted a Policy for Pre-Approval of Audit and Non-Audit Services Provided by the Independent Auditors (Policy) that includes pre-approval requirements for the audit and non-audit services provided by PwC. All audit and non-audit services provided by PwC in fiscal years 2023 and 2022 and related fees were approved in advance by the ARC. The Committee considered the nature, scope, and projected fees of each service as well as any potential implications for auditor independence.
The Policy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the Committee may prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted non-audit services are considered for pre-approval by the Committee on an annual basis. Further, the Committee has delegated pre-approval authority to the Committee Chair with respect to any audit or permitted non-audit services up to a limit of $500,000 per engagement. Services with fees exceeding $500,000 require full Committee pre-approval. The ARC receives quarterly reports on the actual services provided by the independent auditor with related fees. No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC’s rules.
Audit Fees
The ARC is responsible for the audit fee negotiations associated with the company’s retention of PwC. The below table presents aggregate fees billed to ComEd for audit and other services rendered by PwC for the two most recent fiscal years. These fees include an allocation of amounts billed directly to Exelon.
| Year Ended 12/31 | |||||||||||
| (in thousands ($USD)) | 2023 | 2022 | |||||||||
Audit fees1 | 3,334 | 3,238 | |||||||||
Audit related fees2 | — | 65 | |||||||||
Tax fees3 | 227 | 219 | |||||||||
All other fees4 | 827 | 1,205 | |||||||||
| Total: | 4,388 | 4,726 | |||||||||
1)Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation.
2)Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations.
3)Tax fees consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities.
4)All other fees consist of system implementation quality assurance services but also include fees incurred in connection with the receipt of an SEC subpoena requesting information related to the facts underlying the deferred prosecution agreement entered into by ComEd.
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Report of the Exelon Audit and Risk Committee (as presented in Exelon’s 2024 Proxy Statement)
Management has primary responsibility for preparing the Company’s financial statements and establishing effective internal controls over financial reporting. PricewaterhouseCoopers LLP (PwC), the Company’s independent auditor for the year ended December 31, 2023, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal controls over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Committee.
During fiscal year 2023, as part of the Audit and Risk Committee’s oversight function, the Committee:
•Reviewed and discussed the Company’s annual audited financial statements, including the critical accounting policies applied by the Company in the preparation of these financial statements, assessment of the effectiveness of internal control over financial reporting, and quarterly financial statements with management and with PwC;
•Reviewed related matters and disclosure items, including the Company’s earnings press releases, and the processes by which the Company’s Chief Executive Officer and Chief Financial Officer certify the information contained in its quarterly and annual filings;
•Reviewed and discussed with management, the internal auditor, and the independent auditor, as appropriate, the audit scopes and plans of both the internal auditor and the independent auditor;
•Inquired about significant business and financial reporting risks, reviewed the Company’s policies for risk assessment and risk management, and assessed the steps management is taking to control these risks;
•Met in periodic executive sessions with each of management, the internal auditor, and the independent auditor to discuss the results of the examinations by the independent and internal auditors, their evaluations of internal controls, and the overall quality of the Company’s financial reporting, and any other matters as appropriate;
•Discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;
•Received the written disclosures and letter from PwC required by applicable requirements of the PCAOB regarding independence and discussed with PwC their independence and related matters. Based on this review and discussion, and a review of the non-audit services provided by PwC during 2023, the Committee believes that the services provided by PwC in 2023 are compatible with, and do not impair, PwC’s independence.
In reliance on these reviews and discussions, the Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Exelon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. The Committee also reappointed PwC as the Company’s independent auditor for 2024.
This report is provided by the following independent directors, who constitute the Audit and Risk Committee:
Paul Bowers, Chair
Marjorie Rodgers Cheshire
Linda Jojo
Anna Richo
Marjorie Rodgers Cheshire
Linda Jojo
Anna Richo
Matthew Rogers
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EXECUTIVE COMPENSATION
The compensation of ComEd’s named executive officers (NEOs) is set under the direction of the Exelon Board’s Talent Management and Compensation Committee (Exelon TMCC), generally consistent with Exelon’s overall compensation and benefits programs and policies. The compensation discussion and analysis (CD&A) and compensation disclosure that follows is adapted from the CD&A and compensation disclosure included in Exelon’s 2024 proxy statement and includes information pertaining to ComEd executive compensation. The Exelon TMCC provided a report on the CD&A that was included in Exelon’s 2024 proxy statement and is presented below.
The Exelon TMCC is responsible for setting Exelon’s general policy regarding executive compensation to ensure that compensation levels and performance targets for Exelon and its subsidiaries are consistent with Exelon’s compensation philosophy and aligned with its strategic and operating objectives. The Exelon TMCC is careful to set goals that are sufficiently rigorous to meaningfully incentivize management performance. In setting the goals, the Exelon TMCC takes into account input from Exelon’s executive officers.
Compensation Consultant
The Exelon TMCC is authorized to retain and terminate the services of an independent compensation consultant to provide advice and assistance. The Exelon TMCC retains the services of Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant, to support its duties and responsibilities. The Exelon TMCC annually reviews the compensation, performance, and independence of Meridian and approves the firm’s fees and other retention terms. The Exelon TMCC has assessed the independence of Meridian and concluded that they are independent.
Compensation Committee Interlocks and Insider Participation
During 2023, no officers or employees or former officers of ComEd participated in deliberations with the Exelon TMCC concerning ComEd executive officer compensation. Mr. Quiniones provided input concerning the compensation of ComEd executive officers in 2023, other than himself.
Report of the Exelon Compensation Committee (as presented in Exelon’s 2024 Proxy Statement)
The Exelon TMCC has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussion, the Committee recommended the Board approve the Compensation Discussion and Analysis be included in the 2024 Proxy Statement.
Marjorie Rodgers Cheshire, Chair
Anthony Anderson
Linda Jojo
Charisse Lillie
Anthony Anderson
Linda Jojo
Charisse Lillie
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COMPENSATION DISCUSSION & ANALYSIS
This CD&A discusses the 2023 compensation for ComEd’s NEOs comprising the Chief Executive Officer, Chief Financial Officer, and other most highly compensated executive officers serving as of the end of 2023. These officers are listed below.
•Gil Quiniones President and Chief Executive Officer
•Joshua Levin Senior Vice President, Chief Financial Officer and Treasurer
•Terence R. Donnelly Former President and Chief Operating Officer
•Lewis Binswagner Senior Vice President, Governmental, Regulatory and External Affairs
•E. Glenn Rippie Senior Vice President and General Counsel
The CD&A also describes the compensation of the Company’s former Senior Vice President, Chief Financial Officer, and Treasurer, Elisabeth Graham who served in her role through August 8, 2023. Mr. Donnelly retired from the company on December 31, 2023.
Executive Compensation Program Philosophy and Objectives
The ComEd executive compensation program is established as part of Exelon’s overall executive compensation program. The goals of Exelon’s overall executive compensation program are to motivate executives to achieve long-term value by delivering on objectives that support the Company’s value proposition and strategic business objectives. This is accomplished by using metrics and goals that are directly linked to the Company’s strategy and performance. Each element of total direct compensation is based on market data, the executive’s competencies and skills, scope of responsibilities, experience and performance, retention, succession planning and organizational structure of the business.
2023 Compensation Program Structure
The 2023 compensation program is summarized below. Primary compensation elements include fixed and variable components.
•Base Salary (100% Cash) – Provides fixed income at competitive; market-based levels attracts and retains top talent.
•Annual Incentive Plan (AIP) (100% Cash) - Motivates executives to achieve key annual financial and operational goals that reflect our commitment to superior operations and supporting our customers and communities. Also rewards the achievement of strategic goals related to DEI and sustainability.
•Long Term Incentive Plan (LTIP) (67% Performance Shares; 33% Restricted Stock Units (RSUs)) - Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship. Performance Shares are based on cumulative performance over 3-year cycle and are subject to a 3-year total shareholder return (TSR) Modifier. RSU awards vest one-third per year over three years with no associated performance metrics.
Base Salary Review and Adjustments
Base salaries for Exelon’s executive officers, including the ComEd Chief Executive Officer (ComEd CEO), are set by the Exelon TMCC, and adjusted following an annual market assessment of peer group compensation conducted by the Committee’s independent compensation consultant, Meridian. Base salaries may be adjusted as part of the annual merit review or based on a promotion or significant change in job scope. In addition to the market assessment, the Exelon TMCC also takes into account the need to retain an experienced team along with job promotions, individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and other legacy matters.
Mr. Quiniones provided input concerning the compensation of ComEd executive officers in 2023, other than himself.
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Annual Incentive Plan (AIP) Overview
The AIP is an annual cash incentive program that provides ComEd’s NEOs the opportunity to receive an annual cash award based on the achievement of predetermined financial and operational goals. For all NEOs, except Mr. Quiniones, AIP is based solely on ComEd performance metrics which are linked to ComEd’s business goals and strategic focus areas as follows.
Financial Discipline (35%)
•Total operations and maintenance (O&M) expense and capital expenditures
Operational Excellence (30%)
•ComEd Value Based Engagements
•ComEd Safety Best Practices
•ComEd Outage Frequency (SAIFI)
•ComEd Outage Duration (SAIDI), replacing CAIDI in 2023
Customer and Key Stakeholder Satisfaction (35%)
•ComEd First Contact Resolution
•ComEd Call Center Satisfaction
•ComEd Customer Satisfaction Index
•ComEd EIMA Reliability Metrics Index
Since Mr. Quiniones is also an executive officer of Exelon, his AIP goals are based on 25% Exelon’s adjusted (non-GAAP) operating EPS* and 75% ComEd-specific goals (including each of the above listed goals plus ComEd Operating Net Income*).
Responsible Business Modifier
Beginning in 2023, the Exelon TMCC incorporated a Responsible Business Modifier as a component of the AIP. The Responsible Business Modifier is based on a holistic evaluation by the Committee of key accomplishments and actions taken during the year related to enterprise-wide diversity, equity and inclusion and sustainability goals. The Committee may choose to apply the Responsible Business Modifier to adjust the payout amounts upwards or downwards by up to 10% or determine not to make any adjustments. Throughout the year, management reviewed score cards detailing qualitative and quantitative progress on these goals.
AIP Goal Setting
The goal-setting process employs a multi-layer approach and analysis that incorporates a blend of objective and subjective business considerations and other analytical methods to ensure that the goals are sufficiently rigorous. Such considerations include: a logical progression of results from the recent past; evaluation against a relevant group of the Company’s peers; ensuring near- and intermediate-term goals follow a trend line consistent with long-term aspirations; alignment with externally communicated financial guidance & shareholder expectations; and a balance of shared benefits between shareholders and participants. AIP targets are set and expressed as a percentage of base salary. At the end of the year, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. However, the Company limits the amount of any potential AIP award earned if overall company profitability is below particular thresholds.
Additionally, the ComEd CEO recommends a discretionary individual performance multiplier (IPM) for each executive officer based on individual performance achieved, which can range from 50% to 110%. The ComEd CEO is not eligible for an IPM. The final award is calculated by multiplying the target award by the performance factor and then, if applicable, multiplying that total by the individual’s IPM. Final awards can range from 0% to 200% of target.
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2023 AIP Metrics Scorecard
| 2023 ComEd Metrics: | Threshold (50%) | Target (100%) | Distinguished (200%) | 2023 Actual Results | Performance Relative to Target | Unadjusted Payout as a % of Target | ||||||||||||||
| Total O&M Expense ($M) | 1,173.3 | 1,117.4 | 1,005.7 | 1,068.5 | 143.78% | 50.32% | ||||||||||||||
| Value Based Engagements | 90% | 100% | 110% | 110% | 200.00% | 10.00% | ||||||||||||||
| Safety Best Practices | 4 | 5 | 6 | 6 | 200.00% | 10.00% | ||||||||||||||
| Outage Frequency (SAIFI) | 0.72 | 0.50 | 0.42 | 0.39 | 200.00% | 20.00% | ||||||||||||||
| Outage Duration (SAIDI) | 74 | 35 | 28 | 26 | 200.00% | 20.00% | ||||||||||||||
| First Contact Resolution | 70.0 | 78.4 | 82.4 | 78.7 | 107.50% | 10.75% | ||||||||||||||
| Call Center Satisfaction | 81.3 | 88.8 | 92.8 | 90.0 | 130.00% | 13.00% | ||||||||||||||
| Customer Satisfaction Index | 7.82 | 8.18 | 8.35 | 8.09 | 87.50% | 8.75% | ||||||||||||||
| EIMA Reliability Metrics Index | 50% | 100% | 200% | 182% | 182.00% | 9.10% | ||||||||||||||
| Pre-Modifier Performance: | 151.92% | |||||||||||||||||||
| Responsible Business Modifier: | 100.00% | |||||||||||||||||||
| Final Performance Factor: | 151.92% | |||||||||||||||||||
Additionally, the following metrics were applicable to Mr. Quiniones only:
Threshold (50%) | Target (100%) | Distinguished (200%) | 2023 Actual Results | Performance Relative to Target | Unadjusted Payout as a % of Target | |||||||||||||||
| Exelon Adjusted (non-GAAP) Operating EPS* | $2.24 | $2.36 | $2.48 | $2.38 | 133.33% | 33.33% | ||||||||||||||
| ComEd Operating Net Income | 1,011.6 | 1,064.8 | 1,118.0 | 1,108.7 | 182.52% | 45.63% | ||||||||||||||
Mr. Quiniones’ AIP Performance Factor for the ComEd CEO plan was 156.57%, a material portion of which is based on ComEd performance. Based on company discretion, Mr. Quinones’ AIP award payout was set at 125% of target.
* See definitions of non-GAAP measures in Appendix A
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Long-Term Incentive Plan (LTIP) Overview
The Exelon TMCC grants long-term equity incentive awards annually at its first regular meeting each year. When the total target equity incentive award is determined, the value is split between Exelon restricted stock units (RSUs) (33%) and performance shares (67%).
RSUs vest ratably over three years. RSUs receive dividend equivalents that are reinvested as additional RSUs and remain subject to the same vesting conditions as the underlying RSUs. RSUs are not subject to performance metrics.
Impact of Separation on the 2021 – 2023 LTIP Awards:
Performance shares are typically earned based on performance achieved over a three-year period; however, under the terms of Exelon’s Long-Term Incentive Plans, the Exelon TMCC is authorized to appropriately adjust outstanding equity-based compensation awards in the event of a spin-off transaction. In connection with Exelon's spin-off of Constellation Energy Group on February 1, 2022 (Separation), the Exelon TMCC made the adjustments discussed below for the 2021 - 2023 performance share awards:
•Target Number of Shares: The target number of shares was adjusted by using the five-day pre- and post-separation volume-weighted average prices (VWAP) of Exelon with a ratio of 1.3184.
•Recalibrated Performance Scorecard: To better align with the long-range business plan for Exelon post the separation, the Exelon TMCC approved the recalibrated performance scorecard for the 2021-2023 performance award in January 2022. The performance factor for 2021 was finalized at 123.17%, and the recalibrated award had a 2-year scorecard which reflected projected performance through 2023. The plan also includes a TSR modifier reflective of 2022 and 2023 performance. The performance metrics continued to include Utility Net Income and Utility ROE; however, the metric for Funds from Operations to Debt Ratio (“FFO/Debt”) was replaced by Cash from Operations to Debt Ratio (“CFO/Debt”). All other terms of the awards remained unchanged.
The Exelon TMCC used the following process to determine performance share targets and awards:
•Performance metrics and targets are set in January or February of each performance cycle. The performance metrics underlying the 2021–2023 performance share awards were Utility Earned ROE* (33.3%); Utility Net Income* (33.3%); and Exelon CFO/Debt* (33.4%).
•Performance share targets are based on external commitments and performance scales are aligned to industry standards. We do not disclose actual targets used in our performance share performance cycles until each cycle is completed.
•At the end of the three-year cycle, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. (As noted above, for the 2021 – 2023 cycle, the performance metrics were measured over a two-year period.)
•The performance factor is subject to a Total Shareholder Return (TSR) modifier that compares Exelon’s performance relative to the performance of the PHLX utility section index (UTY) on a point-by-point basis for the full three-year performance cycle. The TSR modifier is calculated by subtracting the TSR of the UTY over the same performance period from Exelon’s TSR for the period. (For the 2021 – 2023 cycle, the TSR was measured over a two-year period.)
•The final multiplier is applied to the individual’s target equity incentive award to determine the final award.
Pursuant to the terms of the long-term incentive program, performance share award payouts are settled in the form of 50% shares of Exelon common stock and 50% in cash unless participants have achieved 200% or more of their stock ownership guidelines as of the measurement date of June 30, 2023 in which case performance share award payouts are settled 100% in cash.
* See definitions of non-GAAP measures in Appendix A
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The following table details the threshold, target, and distinguished (or maximum) performance goals, and the results achieved for the 2021 – 2023 performance cycle.
| Performance Scale | |||||||||||||||||||||||||||||
| LTIP Metrics: | Threshold (50%) | 75% | Target (100%) | 125% | Distinguished (150%) | Final Plan Performance | Performance as % of Target | Weighted Performance | |||||||||||||||||||||
| Utility Earned ROE* | 8.1 | % | — | 9.0% | — | 9.9% | 9.3% | 116.67 | % | 38.85 | % | ||||||||||||||||||
| Utility Net Income* (in millions) | $2,095 | — | $2,328 | — | $2,561 | $2,377 | 110.52 | % | 36.80 | % | |||||||||||||||||||
| Exelon CFO/Debt* (%) | ≥12<12.5 | ≥12.5<13 | ≥13<14 | ≥14<15 | ≥15.0 | 12.5 | 75.00 | % | 25.05 | % | |||||||||||||||||||
| 2021-2023 Performance Factor: | 100.70 | % | |||||||||||||||||||||||||||
For the 2021-2023 LTIP, the Exelon TMCC approved a payout of 102.48%, based on 2022 - 2023 performance and the application of a positive TSR modifier:
| 2022-2023 Exelon TSR* | (6.81) | % | Performance Factor | x | (100% + TSR Modifier) | = | Overall Award Payout | |||||||||||||||||||
| 2022-2023 UTY TSR* | – | (8.57) | % | 100.70% | x | (100% + 1.76%) | = | 102.48% | ||||||||||||||||||
| TSR Modifier: | 1.76 | % | ||||||||||||||||||||||||
* See definitions of non-GAAP measures in Appendix A
Compensation Governance and Oversight
ComEd’s compensation program is rooted in strong governance practices including paying for performance.
CEO Compensation - As Mr. Quiniones was an executive officer of Exelon for 2023, the Exelon TMCC was responsible for developing and approving his compensation. Annually, the TMCC reviews each element of the executive officers’ compensation including base salary, annual and long-term incentive target opportunities. The recommendations for each executive officer reflect a variety of factors including experience in role, individual performance, retention considerations, succession considerations, competitive posture vs. our peer group (or other relevant market reference points) and internal equity.
Executive Officer Compensation - For each of ComEd's other NEOs, Mr. Quiniones makes compensation recommendations which are approved by Exelon's CEO. These NEO compensation recommendations are developed based on similar factors as noted above.
As referenced earlier, the Exelon TMCC retains Meridian, an independent compensation consultant, to support its duties and responsibilities. While Meridian's counsel is primarily related to Exelon executive officer and director compensation matters, they may periodically advise on matters affecting the compensation of ComEd officers and directors.
Stock Ownership and Trading Requirements
To strengthen the alignment of executive interests with those of shareholders, executives at the vice president level or above are required to own the value of certain multiples of base salary in Exelon common stock within five years of the date of hiring or promotion to a new position. Each ComEd NEO’s minimum ownership is 2x base salary. Stock ownership is measured annually. For additional details about NEO stock ownership, please see the Beneficial Ownership Table.
Prohibition on Hedging and Pledging of Common Stock
Our insider trading policy includes provisions that prohibit directors and employees (including officers) and certain of their related persons (including certain family members and entities which they own a significant interest) from engaging in short sales, put or call options, hedging transactions, pledging, or other derivative transactions involving Exelon stock.
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Recoupment of Compensation
Discretionary Clawback Policy
The Exelon Board of Directors’ Clawback Policy provides discretionary ability to claw back incentive compensation when deemed appropriate in the event of a financial restatement or a significant financial loss or serious reputational harm.
•Financial Restatement: Under the current policy, the Board has sole discretion to recoup incentive compensation if it determines that (a) the incentive compensation was based on the achievement of financial or other results that were subsequently restated or corrected, (b) the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction, (c) a lower incentive plan award would have been made to the participant based on the restated or corrected results, and (d) recoupment is not precluded by applicable law or employment agreements.
•Financial Loss or Reputational Harm: The Exelon Board or Exelon TMCC may also seek to recoup incentive compensation paid or payable to current or former incentive plan participants if, in its sole discretion, the Board or TMCC determines that the current or former incentive plan participant breached a restrictive covenant or engaged or participated in misconduct or intentional or reckless acts or omissions or serious neglect of responsibilities that caused or contributed to a significant financial loss or serious reputational harm to Exelon or its subsidiaries regardless of whether a financial statement restatement or correction of incentive plan results was required, and recoupment is not precluded by applicable law or employment agreements.
Mandatory Financial Restatement Compensation Recoupment Policy
In 2023, the Exelon Board adopted the Financial Restatement Compensation Recoupment Policy which complies with Nasdaq listing standards and SEC rules. The policy provides for the mandatory recoupment of certain incentive-based compensation awarded to current and former Exelon executive officers, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. Under the policy, if the incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received had it been calculated based on the restated amounts, the Company will recoup such erroneously awarded compensation.
Risk Management Assessment of Compensation Policies and Practices
The Exelon TMCC periodically reviews Exelon’s compensation policies and practices as they relate to the Exelon’s risk management practices and risk-taking incentives. In 2023, Exelon’s compensation group partnered with the independent compensation consultant to assess and validate that the controls in place continued to mitigate incentive compensation risks. Following this assessment, the Exelon TMCC believes that the risks arising from Exelon’s compensation policies and practices are not reasonably likely to have a material adverse effect on Exelon.
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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) (Note 1) | Stock Awards ($) (Note 2) | Non-Equity Incentive Plan Compensation ($) (Note 3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (Note 4) | All Other Compensation ($) (Note 5) | Total ($) | ||||||||||||||||||
| Gil Quiniones (Note 6) | ||||||||||||||||||||||||||
| Chief Executive Officer | 2023 | 608,969 | — | 1,181,898 | 614,250 | — | 136,104 | 2,541,221 | ||||||||||||||||||
| 2022 | 585,000 | — | 1,272,139 | 608,400 | — | 272,743 | 2,738,282 | |||||||||||||||||||
| 2021 | 64,261 | — | — | — | — | — | 64,261 | |||||||||||||||||||
| Joshua Levin | ||||||||||||||||||||||||||
| SVP, CFO and Treasurer | 2023 | 321,225 | 10,000 | 157,368 | 276,347 | 61,504 | 33,561 | 860,005 | ||||||||||||||||||
| Terence R. Donnelly | ||||||||||||||||||||||||||
| Former President and COO | 2023 | 517,150 | 15,000 | 485,096 | 435,131 | 268,900 | 85,621 | 1,806,898 | ||||||||||||||||||
| 2022 | 498,532 | 37,901 | 522,150 | 358,027 | 235,883 | 25,201 | 1,677,694 | |||||||||||||||||||
| 2021 | 487,650 | 41,121 | 480,189 | 322,426 | 184,102 | 27,946 | 1,543,434 | |||||||||||||||||||
| Lewis Binswanger | ||||||||||||||||||||||||||
| SVP, GREA | 2023 | 397,619 | 310,000 | 338,986 | 273,729 | — | 52,445 | 1,372,779 | ||||||||||||||||||
| E. Glenn Rippie | ||||||||||||||||||||||||||
| SVP, General Counsel | 2023 | 365,965 | 137,000 | 338,986 | 279,931 | — | 45,268 | 1,167,149 | ||||||||||||||||||
| 2022 | 344,039 | 136,453 | 364,897 | 229,066 | — | 8,514 | 1,082,969 | |||||||||||||||||||
| Elisabeth Graham | ||||||||||||||||||||||||||
| Former SVP, CFO and Treasurer | 2023 | 242,843 | 6,000 | 369,787 | — | 36,031 | 16,322 | 670,983 | ||||||||||||||||||
| 2022 | 355,673 | 46,913 | 364,897 | 220,633 | 56,531 | 8,566 | 1,053,213 | |||||||||||||||||||
Notes to the Summary Compensation Table
(1)The amounts shown for Messrs. Levin, Donnelly, Binswanger, and Rippie and Ms. Graham each include a recognition award. The amounts shown for Messrs. Binswanger and Rippie also include a portion of a sign-on bonus, paid over multiple installments, at $300,000 and $125,000, respectively.
(2)The amounts shown include the aggregate grant date fair value of restricted stock unit and performance share awards granted in 2023. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718 using the assumptions described in Note 20 of the Combined Notes to Consolidated Financial Statements included in Exelon’s 2023 Annual Report on Form 10-K.
The 2023-2025 performance share award component of the stock award values depicted above are subject to performance conditions and the grant date fair value assumes the achievement of the target level of performance. The below table shows the grant date fair value for the 2023-2025 performance share awards based on achieving target and maximum performance:
Performance Share Award Grant Date Fair Value ($) | |||||||||||
| Name | At Target | At Maximum | |||||||||
| Quiniones | 789,501 | 1,593,342 | |||||||||
| Levin | 78,328 | 158,080 | |||||||||
| Donnelly | 324,048 | 653,981 | |||||||||
| Binswanger | 226,448 | 457,009 | |||||||||
| Rippie | 226,448 | 457,009 | |||||||||
| Graham | 247,004 | 498,494 | |||||||||
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(3)The amounts shown represent payments made pursuant to the Annual Incentive Plan. For Mr. Levin this amount also includes other performance based cash incentive program payments he was eligible for in prior roles.
(4)The amounts shown in this column represent the change in the accumulated pension and non-qualified deferred compensation benefits for the NEOs from December 31, 2022, to December 31, 2023. None of the NEOs had above-market earnings in a non-qualified deferred compensation account in 2023.
(5)All Other Compensation:
The following table describes the incremental cost of other benefits provided in 2023 that are shown in this column.
ALL OTHER COMPENSATION
| Name | Perquisites ($) (Note 1) | Reimbursement for Income Taxes ($) (Note 2) | Company Contributions to Savings Plans ($) (Note 3) | Company Paid Long-Term Disability Insurance Premiums ($) (Note 4) | Total ($) | ||||||||||||
| Quiniones | 51,025 | — | 77,240 | 7,839 | 136,104 | ||||||||||||
| Levin | 20,833 | 35 | 11,427 | 1,266 | 33,561 | ||||||||||||
| Donnelly | 8,487 | 47,250 | 25,158 | 4,726 | 85,621 | ||||||||||||
| Binswanger | 25,507 | — | 23,471 | 3,467 | 52,445 | ||||||||||||
| Rippie | — | — | 39,973 | 5,295 | 45,268 | ||||||||||||
| Graham | 435 | 2,845 | 11,020 | 2,022 | 16,322 | ||||||||||||
Notes to All Other Compensation Table
(1)Amounts reported for perquisites provided to NEOs include the following:
•Car & Driver Services – Exelon’s executive protection team provides secure car and driver services for Mr. Quiniones enabling the performance of duties among the Company’s various offices and facilities. Costs reported represent estimated incremental costs per trip based upon average labor cost and mileage, trip duration, fuel costs and traveled miles. Mr. Quiniones was provided with the use of a company car for a period of three months.
•Financial Planning – Exelon provides financial planning services to certain of its executives including executives of subsidiaries. Annual financial planning allowance up to $16,840 for each executive officer.
•Health Benefits – NEOs may use Company-provided medical providers for comprehensive physical examinations and related medical testing.
•Bring Your Own Device (BYOD) – Exelon's BYOD policy offers a monthly stipend for personal mobile plans to eligible employees.
•Event Tickets – NEOs are permitted to use the corporate leased boxes for cultural, entertainment, or sporting events.
(2)Exelon provides reimbursements of certain tax obligations, such as those incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; business-requested spousal travel expenses are imputed to the employee; and for required relocation incurred in compliance with regulatory requirements. For Mr. Donnelly, the amount includes the company paid FICA taxes of 26,379 for his Supplemental Management Retirement Plan (SMRP) benefit and the tax gross-up of $20,853 associated with the FICA tax payment.
(3)Each of the NEOs are eligible to participate in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching and fixed contributions to the NEOs’ 401(k) accounts and/or Deferred Compensation Plans.
(4)Exelon provides long-term disability insurance to all employees, including the NEOs. The values shown in this column include the premiums paid during 2023 for supplemental long-term disability insurance over and above the basic coverage provided to all employees.
(6) The amounts shown in the “All Other Compensation” and “Total” columns for Mr. Quiniones for fiscal year 2022 have been corrected to include $3,447 for personal use of company car which was inadvertently omitted.
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Grants of Plan-Based Awards
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Note 1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (Note 2) | All Other Stock Awards: Number of Shares or Units (#) (Note 3) | Grant Date Fair Value of Stock and Option Awards ($) (Note 4) | |||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Plan ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||
| Quiniones | 01/23/2023 | 6,143 | 491,400 | 982,800 | ||||||||||||||||||||||||||||
| 01/23/2023 | 3,176 | 19,050 | 38,100 | 789,501 | ||||||||||||||||||||||||||||
| 01/23/2023 | 9,383 | 392,397 | ||||||||||||||||||||||||||||||
| Levin | 01/23/2023 | 3,840 | 153,600 | 307,200 | ||||||||||||||||||||||||||||
| 01/23/2023 | 315 | 1,890 | 3,780 | 78,328 | ||||||||||||||||||||||||||||
| 01/23/2023 | 1,890 | 79,040 | ||||||||||||||||||||||||||||||
| Donnelly | 01/23/2023 | 7,161 | 286,421 | 572,843 | ||||||||||||||||||||||||||||
| 01/23/2023 | 1,303 | 7,819 | 15,638 | 324,048 | ||||||||||||||||||||||||||||
| 01/23/2023 | 3,851 | 161,049 | ||||||||||||||||||||||||||||||
| Binswanger | 01/23/2023 | 4,505 | 180,180 | 360,360 | ||||||||||||||||||||||||||||
| 01/23/2023 | 911 | 5,464 | 10,928 | 226,448 | ||||||||||||||||||||||||||||
| 01/23/2023 | 2,691 | 112,538 | ||||||||||||||||||||||||||||||
| Rippie | 01/23/2023 | 4,607 | 184,262 | 368,524 | ||||||||||||||||||||||||||||
| 01/23/2023 | 911 | 5,464 | 10,928 | 226,448 | ||||||||||||||||||||||||||||
| 01/23/2023 | 2,691 | 112,538 | ||||||||||||||||||||||||||||||
| Graham | 01/23/2023 | 4,915 | 196,589 | 393,178 | ||||||||||||||||||||||||||||
| 01/23/2023 | 994 | 5,960 | 11,920 | 247,004 | ||||||||||||||||||||||||||||
| 01/23/2023 | 2,936 | 122,784 | ||||||||||||||||||||||||||||||
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 50% of target, performance at plan earns 100% of target, and the maximum payout is capped at 200% of target. The possible payout at threshold for AIP shown in the table was calculated at 2.5% of target which is 50% performance on the lowest weighted AIP performance metric and assumes performance for all other performance metrics is below threshold (for Mr. Quiniones the calculation is 1.25% of target, which is 50% on the lowest weighted AIP performance metric). For additional information about the terms of these programs, refer to the Compensation Discussion and Analysis (CD&A). Mr. Levin’s 2023 AIP possible payout amounts reflect a prorated target of 50% for approximately five months, and 35% for approximately seven months prior to taking on the role of SVP, CFO and Treasurer.
(2)NEOs have a long-term performance share award target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target. The maximum possible payout for performance share awards was calculated at 150% of target, prior to application of a TSR modifier, which may increase or decrease the amount of the awards but may not exceed 200% of target. For additional information about the terms of these programs, refer to the CD&A.
(3)Reflects the number of RSUs granted during 2023. The first third of the RSU award will vest in 2024, the second third of the RSU award in 2025 and the final third of the RSU award in 2026.
(4)This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and RSUs granted to each NEO during 2023. Fair value of performance share awards is based on an estimated payout of 100% of target.
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Outstanding Equity Awards at Fiscal Year-End
No stock option awards are outstanding, and no stock option awards have been granted since 2012.
All equity awards granted prior to February 1, 2022 were modified at the time of Exelon’s separation from Constellation Energy in order to preserve the overall value of the original award. The target number of performance shares was multiplied by the ratio of the pre-separation value of Exelon’s stock (5-day VWAP) divided by the post-separation value of Exelon’s stock (5-day VWAP) resulting in a conversion factor of 1.3184. Values in columns (a) and (c) below reflect post-separation adjusted awards.
| (a) | (b) | (c) | (d) | |||||||||||
| Name | Number of Shares or Units of Stock That Have Not Yet Vested (#) (Note 1) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) (Note 2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) (Note 3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) (Note 4) | ||||||||||
| Quiniones | 16,211 | 581,990 | 37,538 | 1,347,614 | ||||||||||
| Levin | 6,122 | 219,782 | 3,724 | 133,692 | ||||||||||
| Donnelly | 21,007 | 754,157 | 15,407 | 553,111 | ||||||||||
| Binswanger | 8,425 | 302,454 | 5,464 | 196,158 | ||||||||||
| Rippie | 4,650 | 166,918 | 10,767 | 386,535 | ||||||||||
| Graham | — | — | — | — | ||||||||||
Notes to Outstanding Equity Table
(1)The amount shown in column (a) includes the 2021-2023 performance share awards which vested on January 29, 2024. The amount shown also includes the following tranches of RSU awards which were unvested as of December 31, 2023:
•the final third of an award granted in 2021 (which vested on January 29, 2024),
•two-thirds of an award granted in 2022 (the second third of which vested on January 29, 2024, and the final third of which will vest on the date of the Exelon TMCC’s first regular meeting in 2025), and
•the full award granted in 2023 (the first third of which vested on January 29, 2024, and one third of which will vest on the date of each of the Exelon TMCC’s first regular meetings in 2025 and 2026, respectively.)
All RSU awards accrue additional units through automatic dividend reinvestment subject to the vesting requirement applicable to the underlying award.
(2)The value of the awards in column (b) is determined by multiplying the number of shares or units in column (a) by the closing price of Exelon stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).
(3)The amount in column (c) reflects the target number of performance shares granted under the LTIP in 2022 (for the performance period ending on December 31, 2024) and 2023 (for the performance period ending on December 31, 2025). The ultimate number of shares earned, if any, will be based on the actual performance results at the end of each respective performance period with final awards vesting in January/February 2025 for the 2022-2024 cycle and January/February 2026 for the 2023-2025 cycle.
(4)The value of the awards in column (d) is determined by multiplying the number of shares or units in column (c) by the closing price of Exelon stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).
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Option Exercises and Stock Vested
No stock option awards are outstanding or have been granted since 2012 and no stock options were exercised in 2023.
| Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Vesting (#) (Note 1) | Value Realized on Vesting ($) (Note 2) | |||||||||
| Quiniones | 3,130 | 130,894 | |||||||||
| Levin | 631 | 26,386 | |||||||||
| Donnelly | 14,251 | 595,964 | |||||||||
| Binswanger | — | — | |||||||||
| Rippie | 898 | 37,552 | |||||||||
| Graham | 6,587 | 275,481 | |||||||||
1)Share amounts are composed of the 2020-2022 performance share awards and the following tranches of prior RSU awards that vested on January 23, 2023:
•the final third of the RSU awards granted in 2020,
•the second third of the RSU awards granted in 2021, and
the first third of the RSU awards granted in 2022.
2)The value of the awards is determined by multiplying the number of shares that vested by by the closing price of Exelon stock on January 23, 2023 of $41.82.
Pension Benefits
The Exelon Corporation Cash Balance Pension Plan (CBPP) under the Exelon Corporation Retirement Program is a defined benefit pension plan covering employees of the Company hired prior January 1, 2021 participate in the CBPP. The CBPP is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code. Eligible NEOs and other employees who participate in the CBPP also participate in the Exelon Corporation Supplemental Management Retirement Plan (SMRP), a non-qualified pension plan that supplements benefits provided under the CBPP to the extent participants’ annual compensation or benefits exceed the limits imposed on the CBPP under the Internal Revenue Code.
Cash Balance Pension Plan (CBPP)
Messrs. Levin and Donnelly, and Ms. Graham participate (or participated) in the CBPP. Under the CBPP, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. NEO participants in the CBPP currently accrue an annual benefit credit ranging from 7.0% to 10.5% (depending on length of service) of base salary and annual incentive award, and an annual investment credit based on the third segment spot rate of interest on long-term investment grade corporate bonds for the month of November of the year credited (subject to a 4% minimum). Accrued benefits vest after three years of service, without reduction due to age, and are payable in an annuity or a lump sum at any time following termination of employment.
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Supplemental Management Retirement Plan (SMRP)
Under the SMRP, Messrs. Donnelly and Levin and Ms. Graham are credited with the additional amount of benefit and investment credits they would have earned under the CBPP but for the application of the Internal Revenue Code limits. Like the CBPP, the SMRP offers a lump sum as an optional form of payment. The SMRP also provides a benefit based on the amount of FICA taxes (and, in certain situations, a state income tax differential) imposed on the participant’s SMRP benefits. This benefit is intended to equalize the after-tax treatment of participants’ qualified and non-qualified pension benefits. This benefit is provided to all participants in the SMRP.
The lump sum value of the benefits earned under the SMRP are shown below separately from the lump sum value of the benefits earned under the CBPP. Exelon does not grant additional years of credited service to executives under the SMRP for any period in which services are not actually performed, except that up to two years of service credits may be provided upon a qualifying termination of employment under severance. The amount of the change in the pension value for each of the participating NEOs is included in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table above.
The following table shows the present value of each participating NEO’s accrued pension benefit (if any) under the CBPP and SMRP, which is the participating NEO’s vested account balance without reduction due to age.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
Quiniones1 | Cash Balance Pension Plan | — | — | — | ||||||||||
| Supplemental Management Retirement Plan | — | — | — | |||||||||||
| Levin | Cash Balance Pension Plan | 16.40 | 372,522 | — | ||||||||||
| Supplemental Management Retirement Plan | 16.40 | 30,281 | — | |||||||||||
| Donnelly | Cash Balance Pension Plan | 40.53 | 2,028,242 | — | ||||||||||
| Supplemental Management Retirement Plan | 40.53 | 1,300,813 | — | |||||||||||
Binswanger1 | Cash Balance Pension Plan | — | — | — | ||||||||||
| Supplemental Management Retirement Plan | — | — | — | |||||||||||
Rippie1 | Cash Balance Pension Plan | — | — | — | ||||||||||
| Supplemental Management Retirement Plan | — | — | — | |||||||||||
| Graham | Cash Balance Pension Plan | 13.15 | 317,518 | — | ||||||||||
| Supplemental Management Retirement Plan | 13.15 | — | 67,916 | |||||||||||
1)Due to their dates of hire, Messrs. Quiniones, Binswanger, and Rippie do not participate in the defined benefit pension plans.
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Deferred Compensation Programs
Exelon Corporation Employee Savings Plan (ESP)
The Exelon Employee Savings Plan (ESP) is a defined contribution plan intended to be tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Exelon maintains the ESP to attract and retain qualified employees, including the NEOs, and encourage retirement savings. The ESP generally provides the opportunity for participants, including NEOs, to direct pre-tax, after-tax, and Roth payroll contributions of up to 50% of base, which may be supplemented by Company matching and profit-sharing contributions, in each case subject to Internal Revenue Code limits.
In addition, Messrs. Quiniones, Binswanger, and Rippie, who are not eligible for pension benefits, also receive an annual non-discretionary 401(k) contribution equal to 4% of base pay and annual (non-equity) incentive award. Contributions to the ESP are invested in participant-selected investment funds, which may include the Exelon Corporation Stock Fund. Distributions are payable pursuant to participant-selected elections after termination of employment. Prior to termination of employment, in-service “hardship” withdrawals, distributions, or loans are permitted in limited circumstances.
Exelon Corporation Deferred Compensation Plan (DCP)
The Exelon Deferred Compensation Plan (DCP) is a non-qualified plan that permits ESP participants, including NEOs, who reach a statutory limit during the year, to have payroll contributions and Company contributions credited to individual notional accounts as provided for under the DCP in accordance with elections filed the preceding year. Available notional investment options under the DCP consist of a basket of investment fund benchmarks that are substantially the same as funds available through the ESP and are generally payable upon termination of employment in connection with participants’ prior distribution elections. Deferred amounts represent unfunded, unsecured obligations of the Company.
Non-Qualified Deferred Compensation
| (a) | (b) | (c) | (d) | (e) | |||||||||||||
| Name | Executive Contributions ($) (Note 1) | Registrant Contributions ($) (Note 2) | Aggregate Earnings ($) (Note 3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at YE ($) (Note 4) | ||||||||||||
| Quiniones | 14,077 | 49,345 | 11,069 | — | 97,352 | ||||||||||||
| Levin | — | — | — | — | — | ||||||||||||
Donnelly(5) | 9,764 | 9,614 | 62,740 | — | 920,650 | ||||||||||||
| Binswanger | 11,345 | 2,002 | 405 | — | 13,751 | ||||||||||||
| Rippie | 7,678 | 12,438 | 2,071 | — | 22,187 | ||||||||||||
| Graham | — | — | — | — | — | ||||||||||||
1.The amounts shown are included in the Salary column of the Summary Compensation Table.
2.The amounts shown are included in the All Other Compensation column of the Summary Compensation Table.
3.The amount shown under aggregate earnings reflects the NEO’s notional gain or loss based upon the individual allocation of his notional account balance to 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 because the plan does not provide for above market earnings.
4.The amounts shown include amounts deferred in prior years and reported as compensation in the Summary Compensation Table through 2022 as follows: $23,131 for Mr. Quiniones and $458,939 for Mr. Donnelly.
5.The amounts shown for Mr. Donnelly in columns (c) and (e) include deferrals pursuant to a legacy stock deferral plan in the amount of $40,889. This legacy plan provided participants the opportunity to defer the receipt of up to 100% of their vested performance share awards until the earlier of the participant’s retirement or termination. Account balances under this plan are credited with additional shares through automatic dividend reinvestment. This stock deferral plan is no longer offered for additional deferrals.
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Potential Payments upon Termination or Change in Control
Each NEO is entitled to certain compensation in the event his or her employment terminates in certain circumstances, including a termination in connection with or upon a change in control of Exelon. The Exelon TMCC adopted changes to severance and change in control benefits effective in 2020, with the amount of benefits payable being contingent upon a variety of factors, including the circumstances under which employment terminates.
Severance Benefits
NEOs are entitled to certain payments and benefits in connection with the Company’s termination of their employment other than for cause or disability or in connection with the NEO’s resignation for good reason, as provided for in the Senior Management Severance Plan (SMSP). Benefits under the SMSP are noted on the following page.
Payments under the SMSP 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, but only if doing so results in the executive receiving a lesser reduction in after-tax payments.
The SMSP includes the following definitions with respect to severance benefits:
“Cause” with respect to severance benefits (or change in control benefits discussed below) generally means any of the following (a) 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 or of the Board of Directors of Exelon or any of its participating subsidiaries which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities; (b) willful or reckless commission of acts or omissions which have resulted in, or in Exelon’s reasonable judgment 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 or other person; (c) commission of a felony or any crime involving dishonesty or moral turpitude; (d) material violation of the Code of Business Conduct (or any corporate policies referenced therein), or of any statutory or common-law duty of loyalty; or (e) any breach by the executive of any of his or her restrictive covenants.
With respect to severance benefits payable upon a regular termination of employment, “good reason” generally means (a) a material reduction of the executive’s salary unless such reduction is part of a policy, program or arrangement applicable to peer executives of Exelon or of the executive’s business unit or (b) a demotion below an executive salary band level.
Change in Control Benefits
Pursuant to the SMSP, NEOs are eligible for certain benefits upon certain involuntary terminations by the Company or a resignation for “good reason” in connection with a change in control of Exelon.
A “change in control” generally includes any of the following: (a) when any person or group acquires 20% of Exelon’s then outstanding common stock or voting securities, (b) the incumbent members of the Exelon Board (or new members nominated by a majority of incumbent directors) cease to constitute at least a majority of the members of the Exelon Board, (c) 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 (d) upon shareholder approval of a plan of complete liquidation or dissolution.
“Good reason” in connection with a change in control generally means (a) a material reduction of the executive’s salary, incentive compensation opportunity or aggregate benefits; (b) a material adverse reduction in the Executive’s position, duties or responsibilities (other than with respect a change in a reporting relationship); (c) a relocation that increases the Executive’s one-way commuting distance to his or her primary business location or Exelon’s principal offices by more than fifty miles; or (d) a material breach of the SMSP by Exelon or its successor.
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If the executive resigns for good reason or his or her employment is terminated by Exelon other than for cause or disability, during the period commencing 90 days before a change of control or during the 24-month period following a change in control, the executive is entitled to the benefits outlined below. All benefits described as of December 31, 2023.
Summary of Severance and Change in Control Benefits:
•Severance Pay: In the case of severance benefits, continued payment of base salary and target annual incentive for a period of 15 months (18 months for Mr. Quiniones) after termination of employment paid in regular payroll installments. In the case of change in control severance benefits, continued payment of base salary and target annual incentive for a period of 18 months (24 months for Mr. Quiniones) after termination of employment paid in regular payroll installments.
•Annual Incentive Award: A pro-rated award for the year in which termination of employment occurs. Awards are payable when paid to active executives.
•Supplemental Management Retirement Plan Benefits: Benefit equal to the amount payable under the SMRP, if any, determined as if the severance period (not to exceed 24 months) constituted service and the severance pay constituted covered compensation for purposes of the SMRP.
•Insurance, Health, and Welfare Benefits: Life, long-term, disability, accident, health, and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees. Executives who were hired prior to January 1, 2018, and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of service as of the last day of the severance period.
•Outplacement and Financial Planning: Outplacement and financial planning services for a period of 12 months.
•Equity Awards: The treatment of outstanding equity awards granted under the Exelon Long-Term Incentive Plans and related severance arrangements upon a termination of employment is set forth below:
◦Retirement1 or Disability: Unvested restricted stock unit (RSU) awards granted in prior years vest and the RSU award granted in the current year vests if the termination is involuntary (other than for cause) or the termination date is after June 30. For performance share awards, prior year awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives.
◦Death: Unvested RSU awards vest. Prior year performance share awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives.
◦Voluntary Termination (other than retirement eligible) or Termination for Cause: Unvested RSU and performance share awards are forfeited.
◦Involuntary Termination (other than for cause) or Resignation for Good Reason: Unvested RSU awards vest on a pro-rated basis. Prior and current year performance share awards vest on a prorated basis, each based on actual performance and payable when paid to active executives and subject to the executive’s execution of a waiver and release of claims.
◦Involuntary Termination (other than for cause) or Resignation for Good Reason upon a Change in Control: Generally, unvested RSU awards vest and unvested performance share awards vest based on actual or deemed performance and are payable upon termination, subject to the executive’s execution of a waiver and release of claims, unless otherwise modified or cancelled pursuant to the terms of the LTIP.
1)For purposes of equity awards, “retirement” means a voluntary or involuntary (other than for cause) termination of employment after attaining age 55 and completing at least 10 years of service with ComEd (or another Exelon subsidiary).
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Termination Tables
The following four tables show the estimated value of payments and other benefits to be conferred upon each NEO assuming they were terminated as of December 31, 2023 under various scenarios under the SMRP. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the Non-Qualified Deferred Compensation section. These payments and benefits are also in addition to retiree healthcare benefits available to certain employees, including eligible NEOs.
In each table, the amounts are rounded to the nearest thousands and the value of unvested equity awards is based on Exelon’s closing stock price on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).
Ms. Graham is excluded from these tables as she had already departed the Company as of December 31, 2023.
Estimated Value of Payments to be Received Upon Retirement
| Name | Cash Payment ($) (Note 1) | Value of Unvested Equity Awards ($) (Note 2) | Total Value of All Payments ($) | ||||||||
| Quiniones | 614,000 | — | 614,000 | ||||||||
| Levin | 233,000 | — | 233,000 | ||||||||
| Donnelly | 435,000 | 1,307,000 | 1,742,000 | ||||||||
| Binswanger | 274,000 | — | 274,000 | ||||||||
| Rippie | 280,000 | — | 280,000 | ||||||||
1)Represents the portion of the executives’ AIP award (based on actual performance) that, per applicable award terms, the executive would be eligible to receive upon a qualifying termination of employment, including retirement. For Mr. Donnelly, the amount reflects actual amount received as a result of his retirement.
2)Includes the value of Mr. Donnelly's unvested performance share awards granted in 2021 (based on actual performance), and 2022 and 2023 (assuming target performance) and the accelerated portion of the executives’ RSU awards that, per applicable awards terms, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday). As of December 31, 2023, none of the other NEOs met the criteria for retirement eligibility.
Estimated Value of Payments to be Received Upon Termination due to Death or Disability
| Name | Cash Payment ($) (Note 1) | Value of Unvested Equity Awards ($) (Note 2) | Total Value of All Payments ($) | ||||||||
| Quiniones | 614,000 | 1,930,000 | 2,544,000 | ||||||||
| Levin | 258,000 | 353,000 | 611,000 | ||||||||
| Donnelly | — | — | — | ||||||||
| Binswanger | 274,000 | 498,000 | 772,000 | ||||||||
| Rippie | 280,000 | 554,000 | 834,000 | ||||||||
1)Represents the portion of the executives’ AIP award (based on actual performance) that, per applicable award terms, would be payable upon death or disability.
2)Represents the value of the executives’ unvested performance share awards granted in 2021 (based on actual performance), and 2022 and 2023 (assuming target performance) and the accelerated portion of the executives’ RSU awards that, per applicable award terms, would vest upon death or disability.
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Estimated Value of Payments and Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control
| Name | Cash Payment ($) (Note 1) | Retirement Benefit Enhancement ($) (Note 2) | Value of Unvested Equity Awards ($) (Note 3) | Health and Welfare Benefit Continuation ($) (Note 4) | Perquisites And Other Benefits ($) (Note 5) | Total Value of All Payments and Benefits ($) | ||||||||||||||
| Quiniones | 2,272,000 | — | 941,000 | 16,000 | 40,000 | 3,269,000 | ||||||||||||||
| Levin | 936,000 | 78,000 | 222,000 | 22,000 | 40,000 | 1,298,000 | ||||||||||||||
| Donnelly | 1,444,000 | 96,000 | 1,307,000 | 24,000 | 40,000 | 2,911,000 | ||||||||||||||
| Binswanger | 855,000 | — | 191,000 | 15,000 | 40,000 | 1,101,000 | ||||||||||||||
| Rippie | 833,000 | — | 270,000 | 18,000 | 40,000 | 1,161,000 | ||||||||||||||
1)Represents the estimated cash severance benefit plus the portion of the executives’ AIP award (based on actual performance) that, in each case, would be payable upon a separation not related to a change in control (described above).
2)Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-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 the non-qualified pension plan.
3)Represents the value of the executives’ unvested performance share awards granted in 2021 (based on actual performance), and 2022 and 2023 (assuming target performance) and the unvested portion of the executives’ RSU awards that, per applicable award terms, would vest upon an involuntary separation not related to a change of control.
4)Represents estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period.
5)Represents estimated costs of outplacement and financial planning services for 12 months.
Estimated Value of Payments and Benefits to be Received Upon a Qualifying Termination following a Change in Control
| Name | Cash Payment ($) (Note 1) | Retirement Benefit Enhancement ($) (Note 2) | Value of Unvested Equity Awards ($) (Note 3) | Health and Welfare Benefit Continuation ($) (Note 4) | Perquisites And Other Benefits ($) (Note 5) | Potential Scaleback ($) | Total Value of All Payments and Benefits ($) | ||||||||||||||||
| Quiniones | 2,825,000 | — | 1,930,000 | 21,000 | 40,000 | — | 4,816,000 | ||||||||||||||||
| Levin | 1,077,000 | 88,000 | 353,000 | 27,000 | 40,000 | (251,000) | 1,334,000 | ||||||||||||||||
| Donnelly | — | — | — | — | — | — | — | ||||||||||||||||
| Binswanger | 1,145,000 | — | 498,000 | 23,000 | 40,000 | — | 1,706,000 | ||||||||||||||||
| Rippie | 1,109,000 | — | 554,000 | 27,000 | 40,000 | (250,000) | 1,480,000 | ||||||||||||||||
1)Represents the estimated cash severance benefit payable upon a qualifying termination following a change in control (described above) plus the executive's AIP award based on actual performance.
2)Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-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 the non-qualified pension plan.
3)Represents the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (for 2021, based on actual performance and for 2022 and 2023, assuming target performance) and the accelerated portion of the executives’ RSUs that would vest upon a qualifying termination following a change in control.
4)Represents estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period.
5)Represents estimated costs of outplacement and financial planning services for 12 months.
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CEO PAY RATIO
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of annual total compensation, calculated pursuant to SEC rules, of ComEd’s median employee and ComEd’s CEO. For 2022, the ratio of annual total compensation to ComEd’s CEO and the median of the annual total compensation of all employees was 9:1, demonstrating our commitment to balance equitable compensation stewardship with competitively based compensation that drives and rewards performance. Utilizing the Summary Compensation Table, the total compensation for ComEd’s CEO, and the median employee, is $2,541,221 and $288,946, respectively.
On December 31, 2023, ComEd’s employee population consisted of approximately 6,678 individuals (excluding the ComEd CEO). The consistently applied compensation measure used to identify the median employee was W-2 Box 1 wages for employees as of December 31, 2023. After identifying the median employee, the annual total compensation for the median employee was calculated using the same methodology used in compiling the Summary Compensation Table in this information statement for ComEd’s NEOs. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates used in determining the ratio are reasonable given our specific employee population.
Because SEC rules provide flexibility in determining the methodology, assumptions, and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, comparability of pay ratios amongst companies may be limited.
PAY FOR PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.
| Value of initial fixed $100 investment based on: | |||||||||||||||||||||||||||||||||||||||||
Summary Compensation Table Total for PEO ($) (Note 1) | Compensation Actually Paid to PEO ($) (Note 2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) (Note 3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) (Note 4) | Exelon TSR ($) (f) (Note 5) | Peer Group TSR ($) (g) (Note 6) | Net Income ($M) (h) (Note 7) | Utility Earned ROE* (i) (Note 8) | ||||||||||||||||||||||||||||||||||
Year (a) | Quiniones (b1) | Butler (b2) | Dominguez (b3) | Quiniones (c1) | Butler (c2) | Dominguez (c3) | |||||||||||||||||||||||||||||||||||
| 2023 | 2,541,221 | — | — | 2,095,625 | — | — | 1,175,563 | 833,427 | 127 | 111 | 2,328 | 9.3% | |||||||||||||||||||||||||||||
| 2022 | 2,738,282 | — | — | 2,646,118 | — | — | 1,452,173 | 1,341,285 | 147 | 122 | 2,054 | 9.4% | |||||||||||||||||||||||||||||
| 2021 | 64,261 | 4,596,942 | 3,388,832 | 64,261 | 8,334,991 | 5,424,656 | 1,235,926 | 1,616,790 | 136 | 121 | 1,616 | 9.2% | |||||||||||||||||||||||||||||
| 2020 | — | — | 2,413,739 | — | — | 1,695,573 | 1,126,747 | 865,560 | 96 | 103 | 1,099 | 8.7% | |||||||||||||||||||||||||||||
Notes to Pay-For-Performance Table
1.The dollar amounts reported in column (b1), (b2), and (b3) are the amounts of total compensation reported for Mr. Quiniones (ComEd’s current CEO), Mr. Butler (former interim CEO from October 1, 2021 – November 15, 2021), and Mr. Dominguez (former CEO through October 1, 2021), respectively, for each corresponding year in the “Total” column of the Summary Compensation Table.
2.The dollar amounts reported in columns (c1), (c2) and (c3) represent the amount of “compensation actually paid” to Messrs. Quiniones, Butler and Dominguez as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Quiniones, Butler, and Dominguez during the applicable year. Compensation actually paid is determined using the following assumptions:
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| Date | Performance Share Cycle | Closing Stock Price ($) | Performance | Exelon TSR | Performance fair value multiplier | ||||||||||||
| 12/31/2023 | 2023-2025 | 35.90 | 98.92% | 88.90% | 87.94% | ||||||||||||
| 12/31/2023 | 2022-2024 | 35.90 | 92.36% | 98.20% | 90.70% | ||||||||||||
| 12/31/2023 | 2021-2023 | 35.90 | 100.70% | 101.76% | 102.48% | ||||||||||||
| 12/31/2022 | 2022-2024 | 43.23 | 89.19% | 108.60% | 96.86% | ||||||||||||
| 12/31/2022 | 2021-2023 | 43.23 | 88.29% | 107.10% | 94.56% | ||||||||||||
| 12/31/2022 | 2020-2022 | 43.23 | 100.00% | 100.00% | 100.00% | ||||||||||||
| 12/31/2021 | 2021-2023 | 57.76 | 96.22% | 128.10% | 123.26% | ||||||||||||
| 12/31/2021 | 2020-2022 | 57.76 | 91.73% | 124.10% | 113.84% | ||||||||||||
| 12/31/2021 | 2019-2021 | 57.76 | 80.53% | 87.69% | 70.62% | ||||||||||||
| 12/31/2020 | 2020-2022 | 42.22 | 90.33% | 95.10% | 85.90% | ||||||||||||
| 12/31/2020 | 2019-2021 | 42.22 | 82.27% | 78.90% | 64.91% | ||||||||||||
| 12/31/2020 | 2018-2020 | 42.22 | 76.01% | 83.74% | 63.65% | ||||||||||||
| 12/31/2019 | 2019-2021 | 45.59 | 96.30% | 76.30% | 73.48% | ||||||||||||
| 12/31/2019 | 2018-2020 | 45.59 | 99.97% | 96.90% | 96.87% | ||||||||||||
| 12/31/2019 | 2017-2019 | 45.59 | 114.76% | 93.85% | 107.70% | ||||||||||||
* See definitions of non-GAAP measures in Appendix A
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In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to their total compensation for each year to determine the compensation actually paid:
| Year | Reported Summary Compensation Table Total for PEO ($) | Adjustments | Compensation Actually Paid to PEO ($) | |||||||||||||||||
Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Reported Change in the Actuarial Present Value of Pension Benefits (c) ($) | Pension Benefit Adjustments (d) ($) | |||||||||||||||||
| 2023 - Quiniones | 2,541,221 | (1,181,898) | 736,303 | — | — | 2,095,625 | ||||||||||||||
| 2022 - Quiniones | 2,738,282 | (1,272,139) | 1,179,975 | — | — | 2,646,118 | ||||||||||||||
| 2021 - Quiniones | 64,261 | — | — | — | — | 64,261 | ||||||||||||||
| 2021 - Butler | 4,596,942 | (2,459,853) | 6,252,583 | (149,556) | 94,875 | 8,334,991 | ||||||||||||||
| 2021 - Dominguez | 3,388,832 | (1,111,884) | 3,232,652 | (181,413) | 96,469 | 5,424,656 | ||||||||||||||
| 2020 - Dominguez | 2,413,739 | (1,053,636) | 393,603 | (143,843) | 85,710 | 1,695,573 | ||||||||||||||
a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b)The amounts deducted or added in calculating the equity award adjustments are as follows:
Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | |||||||||||||||
| 2023 - Quiniones | 950,555 | (209,840) | — | (4,413) | — | 736,303 | ||||||||||||||
| 2022 - Quiniones | 1,179,975 | — | — | — | — | 1,179,975 | ||||||||||||||
| 2021 - Quiniones | — | — | — | — | — | — | ||||||||||||||
| 2021 - Butler | 3,885,483 | 2,345,503 | — | 21,596 | — | 6,252,583 | ||||||||||||||
| 2021 - Dominguez | 1,756,283 | 1,451,838 | — | 24,531 | — | 3,232,652 | ||||||||||||||
| 2020 - Dominguez | 926,959 | (589,081) | — | 55,725 | — | 393,603 | ||||||||||||||
c)The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by PEO’s during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | |||||||||
| 2023 - Quiniones | — | — | — | ||||||||
| 2022 - Quiniones | — | — | — | ||||||||
| 2021 - Quiniones | — | — | — | ||||||||
| 2021 - Butler | 94,875 | — | 94,875 | ||||||||
| 2021 - Dominguez | 96,469 | — | 96,469 | ||||||||
| 2020 - Dominguez | 85,710 | — | 85,710 | ||||||||
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3.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding PEOs) included for purposes of calculating the average amounts in each applicable year are as follows:
| FY | NEOs (excluding the PEO(s)) | ||||
| 2023 | Joshua Levin, Terence R. Donnelly, Lewis Binswanger, E. Glenn Rippie, Elisabeth Graham | ||||
| 2022 | Elisabeth Graham, Terence Donnelly, Melissa Washington, E. Glenn Rippie, Joseph Trpik | ||||
| 2021 | Joseph Trpik, Jeanne Jones, Terence Donnelly, Veronica Gomez, M. Michelle Blaise, Melissa Washington | ||||
| 2020 | Jeanne Jones, Terence Donnelly, Veronica Gomez, M. Michelle Blaise | ||||
4.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO(s)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:
Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments (a) ($) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) | Average Pension Benefit Adjustments (b) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | |||||||||||||||
| 2023 | 1,175,563 | (338,044) | 46,562 | (73,287) | 22,633 | 833,427 | ||||||||||||||
| 2022 | 1,452,173 | (624,173) | 570,976 | (96,037) | 38,345 | 1,341,285 | ||||||||||||||
| 2021 | 1,235,926 | (340,078) | 764,881 | (96,603) | 52,665 | 1,616,790 | ||||||||||||||
| 2020 | 1,126,747 | (343,867) | 143,374 | (109,523) | 48,829 | 865,560 | ||||||||||||||
a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | |||||||||||||||||
| 2023 | 213,081 | (55,132) | — | (6,307) | (105,080) | — | 46,562 | ||||||||||||||||
| 2022 | 615,108 | (40,983) | — | (3,149) | — | — | 570,976 | ||||||||||||||||
| 2021 | 494,055 | 264,258 | 5,283 | 8,484 | (7,199) | — | 764,881 | ||||||||||||||||
| 2020 | 302,524 | (160,379) | — | 1,228 | — | — | 143,374 | ||||||||||||||||
b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Average Service Cost ($) | Average Prior Service Cost ($) | Total Average Pension Benefit Adjustments ($) | |||||||||
| 2023 | 22,633 | — | 22,633 | ||||||||
| 2022 | 38,345 | — | 38,345 | ||||||||
| 2021 | 52,665 | — | 52,665 | ||||||||
| 2020 | 48,829 | — | 48,829 | ||||||||
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5.ComEd does not have any securities listed and traded on a securities exchange. The values in column (f) represent cumulative TSR of ComEd’s parent Exelon, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Exelon’s share price at the end and the beginning of the measurement period by the Exelon’s share price at the beginning of the measurement period.
6.The values in column (g) represent the peer group TSR for Exelon because ComEd does not have any securities listed or traded on a securities exchange. The peer group used for this purpose is the published industry index: Philadelphia Utility Index, a market capitalization-weighted index composed of geographically diverse public utility stocks.
7.The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
8.Utility Earned ROE in column (i) is calculated using adjusted (non-GAAP) operating earnings, reflecting all lines of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year. Management uses operating ROE as a measurement of the actual performance of the company’s utility business. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Utility Earned ROE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.
Discussion
TSR Absolute and Relative Performance to the UTY
The chart below compares the cumulative TSR outperformance of Exelon to the peer group (UTY).
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Financial Measures that Align to the Overall Business Strategy to Drive Compensation
The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year: Adjusted (non-GAAP) operating EPS*, Exelon Net Income (GAAP), and Utility Earned ROE*.
Pay for Performance Alignment
The chart below compares the PEO and other NEOs’ Compensation Actually Paid (CAP) to TSR.
* See definitions of non-GAAP measures in Appendix A
The chart below compares the PEO and other NEOs’ CAP to Exelon Net Income (GAAP).
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The chart below compares the PEO and other NEOs’ CAP to Utility Earned ROE.
* See definitions of non-GAAP measures in Appendix A
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DIRECTOR COMPENSATION
The Exelon Corporate Governance Committee is responsible for reviewing and making recommendations to the Exelon Board regarding ComEd’s non-employee director compensation program.
Non-employee directors of the ComEd Board receive an annual retainer of $70,000 paid quarterly in arrears. All non-employee directors also receive $2,000 for each ComEd Board or committee meeting attended whether in person or by means of phone or video conferencing equipment. The ComEd Board does not receive any type of equity compensation.
Directors may elect to defer any portion of their cash compensation into a non-qualified multi-fund deferred compensation plan. Each director has an unfunded account in which 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 reaching age 65, age 72 or upon retirement from the ComEd Board. The investment funds are identical to those available to company employees who participate in the Exelon Employee Savings Plan.
Other Benefits Provided
From time to time, ComEd directors may be invited to bring spouses or guests to Exelon, ComEd or industry related events. When such invitations are extended, ComEd covers the cost of spousal or guest travel, meals, lodging and related activities. The value of spousal or guest related travel is calculated according to IRS regulations and imputed to the director as additional taxable income. Directors also receive reimbursement to cover the additional taxes owed on such imputed income. However, in most cases there is no direct incremental cost to ComEd for providing transportation and lodging for a spouse or guest when he or she accompanies the director, and the only additional costs are those for meals and activities and to reimburse for the taxes on the imputed income. In 2023, there were no such events that resulted in imputed income or any tax reimbursements.
ComEd also has a matching gift program that is available to all non-employee directors. Under this program, ComEd will match directors’ contributions to eligible not-for-profit organizations up to $15,000 per year.
2023 Non-Employee Director Compensation
The following table summarizes the compensation paid for each non-employee directors who served as a member of the ComEd Board during 2023.
| Name | Annual Board Retainers ($) | Meeting Fees ($) | All Other Compensation ($) (Note 1) | Total ($) | ||||||||||
| Estrada | 70,000 | 12,000 | 15,000 | 97,000 | ||||||||||
| Scott | 70,000 | 12,000 | 13,000 | 95,000 | ||||||||||
| Shah | 70,000 | 12,000 | 15,000 | 97,000 | ||||||||||
| Total | 210,000 | 36,000 | 43,000 | 289,000 | ||||||||||
(1)Values in this column represent the Company’s matching portion of the director’s contribution to qualified not-for-profit organizations pursuant to ComEd’s matching gift plan.
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BENEFICIAL OWNERSHIP
As of March 31, 2024, Exelon Corporation indirectly owns 127,002,904 shares of ComEd common stock, accounting for more than 99% of all outstanding shares. Accordingly, the only beneficial holder of more than five percent of ComEd’s voting securities is Exelon, and none of the directors or executive officers of ComEd hold any ComEd voting securities.
The following table shows the ownership of Exelon common stock as of March 31, 2024, by each ComEd director, each ComEd NEO in the Summary Compensation Table, and all ComEd directors and executive officers as a group. No stock option awards are outstanding, and no stock option awards have been granted since 2012.
The shares owned by directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of Exelon common stock outstanding. No ComEd securities are authorized for issuance under any equity compensation plans.
Shares Owned Directly or Indirectly (Note 1) | Total Shares Beneficially Owned | |||||||||||||
| Directors | ||||||||||||||
| Ricardo Estrada | — | — | ||||||||||||
| Zaldwaynaka Scott | — | — | ||||||||||||
| Smita Shah | 1,812 | 1,812 | ||||||||||||
| Michael Innocenzo | 84,772 | 84,772 | ||||||||||||
| Gil Quiniones | 27,529 | 27,529 | ||||||||||||
| Named Executive Officers | ||||||||||||||
| Joshua Levin | 13,441 | 13,441 | ||||||||||||
| Terence R. Donnelly | 86,076 | 86,076 | ||||||||||||
| Lewis Binswanger | 11,403 | 11,403 | ||||||||||||
| E. Glenn Rippie | 8,704 | 8,704 | ||||||||||||
Elisabeth Graham2 | 9,981 | 9,981 | ||||||||||||
| All other executive officers | 11,720 | 11,720 | ||||||||||||
Directors & Executive Officers as a group (11 people)3 | 255,438 | 255,438 | ||||||||||||
1)Includes any shares as to which the individual has sole or shared voting or investment power, RSUs and deferred shares held in the Stock Deferral Plan, and any phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination.
2)As Ms. Graham is no longer employed by ComEd, the table includes her last known share balance.
3)Total includes shares held by all ComEd directors and NEOs as well as ComEd executive officers listed in Item 1, Executive Officers of the Registrants in ComEd’s 2023 Annual Report on Form 10-K filed on February 21, 2024, who are not NEOs for purposes of compensation disclosure.
SECURITY HOLDERS SHARING AN ADDRESS
If you share an address with another shareholder, you may receive only one copy of this Information Statement, unless you or the other shareholder have provided contrary instructions. If you wish to receive a separate copy of these materials, please request the additional copy by contacting us in writing at 10 South Dearborn Street, Chicago, Illinois 60603, or by phone at (312) 394-4321. A separate copy of the materials will be sent promptly following receipt of your request.
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Appendix A
Definitions of Non-GAAP Measures
Exelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP) and supplements its reporting with certain non-GAAP financial measures, including: adjusted (non-GAAP) operating earnings per share; adjusted operating earnings, operating return on equity (ROE); CFO (Cash from Operations)/Debt; and FFO (Funds from Operations)/Debt. These non-GAAP financial measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations. Exelon provides these non-GAAP financial measures as supplemental information and should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP measures.
This information is intended to enhance an investor’s overall understanding of 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.
Adjusted (non-GAAP) operating earnings per share excludes certain costs, expenses, gains and losses and other specified items considered by management to be not directly related to the ongoing operations of the business.
| The table opposite reconciles reported GAAP earnings per share to adjusted (non-GAAP) operating earnings per share for 2023 (amounts may not add due to rounding). | 2023 GAAP Earnings per Share | $ | 2.34 | ||||||||
| Adjustments: | |||||||||||
| Changes in Environmental Liabilities | 0.03 | ||||||||||
| SEC Matter Loss Contingency | 0.05 | ||||||||||
| Separation Costs | 0.02 | ||||||||||
| Change in FERC Audit Liability | 0.01 | ||||||||||
| Income tax-related adjustments | (0.05) | ||||||||||
| 2023 Adjusted (non-GAAP) Operating Earnings Per Share | $ | 2.38 | |||||||||
Adjusted (non-GAAP) operating earnings excludes certain costs, expenses, gains and losses and other specified items considered by management to be not directly related to the ongoing operations of the business.
| The table opposite reconciles between Net income attributable to common shareholders from continuing operations as determined in accordance with GAAP and adjusted (non-GAAP) operating earnings for 2023 (amounts may not add due to rounding). | 2023 GAAP Net Income from Continuing Operations | $ | 2,238 | ||||||||
| Adjustments: | |||||||||||
| Market-to-market impact of economic hedging activities | (4) | ||||||||||
| Changes in Environmental Liabilities | 29 | ||||||||||
| Asset retirement obligation | (1) | ||||||||||
| SEC Matter Loss Contingency | 46 | ||||||||||
| Separation costs | 22 | ||||||||||
| Changes in FERC Audit Liability | 11 | ||||||||||
| Income tax-related adjustments | (54) | ||||||||||
| 2023 Adjusted (non-GAAP) Operating Earnings | $ | 2,377 | |||||||||
Operating ROE is calculated using operating net income divided by average equity for the period. The operating income reflects all lines of business for the utility business (electric distribution, gas distribution, transmission).
CFO (Cash from Operations)/Debt is a coverage ratio that compares cash flow from operations adjusted for common dividends and change in cash on hand to total debt. The ratio is calculated following Moody’s current methodology.
FFO (Funds from Operations)/Debt is a coverage ratio that compares funds from operations to total debt. The ratio is calculated following S&P’s current methodology.
The most directly comparable GAAP measure to CFO and FFO is GAAP Cash Flow from Operations and the most directly comparable GAAP measure to Debt is Long-Term Debt plus Short-Term Borrowings. Management uses CFO/Debt (and previously, FFO/Debt) to evaluate financial risk by measuring the company’s ability to service debt using cash from operations. We believe the measure enhances an investor’s overall understanding of the creditworthiness of Exelon’s operating companies.
Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be currently available; therefore, management is unable to reconcile these measures. period; however, under the terms of Exelon’s Long-Term Incentive Plans, the Compensation
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