“2017 was a great year for Exelon as our utilities delivered excellent performance in reliability and customer service, and our nuclear generation fleet produced the most power on record, all thanks to the great work of our people, who also set Company records for volunteerism and charitable giving.”

~~Proposal 1:~~

Proposal 1

Election of Directors

The Board of Directors recommends a voteFOR each of the 12 Director nominees named in this proxy statement.

●The Board is composed of a diverse set of deeply talented and highly experienced professionals.

●Director skills and attributes comprise effective oversight abilities over Exelon’s strategic goals and business performance.

●Exelon had a strong 2017 financially and operationally.

●Exelon’s operational excellence and commitments to environmental stewardship inform our business conduct in a way that is sustainable for our customers, employees, and the communities we serve.

●For more information about the nominees’ qualifications, skills, and experiences, please see pages 15-26.

DIRECTOR NOMINEES

Name and Age		Director Since	Exelon Committees	Other Current Public Company Boards
	ANTHONY K. ANDERSON,62 Retired Vice Chair and Midwest Area Managing Partner of Ernst & Young Independent	2013	●Audit (Chair) ●Finance and Risk ●Generation Oversight	3
	ANN C. BERZIN,66 Former Chairman and Chief Executive Officer of Financial Guaranty Insurance Company Independent	2012	●Audit ●Finance and Risk	1
	CHRISTOPHER M. CRANE,59 President and Chief Executive Officer of Exelon Corporation	2012	●Finance and Risk ●Generation Oversight ●Investment Oversight	0
	YVES C. DE BALMANN,71 Former Co-Chairman of Bregal Investments LP Independent	2012	●Compensation and Leadership Development (Chair) ●Corporate Governance ●Finance and Risk	1
	NICHOLAS DEBENEDICTIS,72 Chairman Emeritus, Aqua America Inc. Independent	2002	●Corporate Governance ●Finance and Risk ●Generation Oversight	3
	LINDA P. JOJO,52 Executive Vice President, Technology and Chief Digital Officer of United Continental Holdings, Inc. Independent	2015	●Compensation and Leadership Development ●Finance and Risk	0
	PAUL L. JOSKOW, Ph. D., 70 Professor of Economics Emeritus, Massachusetts Institute of Technology and President Emeritus of the Alfred P. Sloan Foundation Independent	2007	●Audit ●Finance and Risk ●Investment Oversight	0
	ROBERT J. LAWLESS,71 Former Chairman of the Board of McCormick & Company, Inc. Independent	2012	●Corporate Governance (Chair) ●Compensation and Leadership Development ●Finance and Risk	0
	RICHARD W. MIES,73 Retired Admiral, U.S. Navy and President and Chief Executive Officer of The Mies Group, Ltd. Independent	2009	●Generation Oversight (Chair) ●Audit ●Finance and Risk	1
	JOHN W. ROGERS, JR.,59 Chairman and Chief Executive Officer of Ariel Investments, LLC Independent	2000	●Investment Oversight (Chair) ●Corporate Governance	1
	MAYO A. SHATTUCK III,63 Chairman of the Board Former Chairman, President and Chief Executive Officer of Constellation Energy Independent	2012	●Finance and Risk ●Generation Oversight ●Investment Oversight	3
	STEPHEN D. STEINOUR,59 Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated Independent	2007	●Finance and Risk (Chair) ●Audit	2

~~The board of directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 1-18 for further information on the nominees.~~

~~Proposal 2: Appointment of PricewaterhouseCoopers LLP as independent auditor for 2017~~

~~The board of directors recommends a vote FOR this proposal. See page 41 for details.~~

~~The board of directors recommends a vote FOR this proposal. See page 42-86 for details.~~

~~Proposal 4: Advisory Vote on Frequency of an Advisory Vote on Executive Compensation~~

~~The board of directors recommends a vote FOR the option of ONE YEAR. See page 87 for details.~~

The board of directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend to vote on these matters in the best interest of all shareholders. Your signed proxy card gives this authority to Thomas S. O’Neill and Bruce G. Wilson.

~~Please refer to the material on pages 90-93 for information about how to cast your votes, who may attend the meeting, and other frequently asked questions.~~

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation and leadership development committee (and the independent directors with respect to the compensation of the CEO) makes the final determinations with respect to compensation programs and adjustments. The chairman and the CEO are considered invited guests and are welcome to attend the meetings of the compensation and leadership development committee, except when the committee meets in executive session to discuss, for example, the CEO’s compensation. The chairman and the CEO cannot call meetings of the compensation and leadership development committee.

Management, including the executive officers, makes recommendations as to goals for the incentive compensation programs that are aligned with Exelon’s business plan. The compensation and leadership development committee reviews the recommendations and establishes the final goals. The committee strives to ensure that the goals are consistent with the overall strategic goals set by the board of directors (including the individual goals of subsidiaries, as appropriate), that they are sufficiently difficult to meaningfully incent management performance, and, if the targets are met, that the payouts will be consistent with the design for the overall compensation program. Executive officers take an active role in evaluating the performance of the executives who report to them, directly or indirectly, and in recommending the amount of compensation their subordinate executives receive. Executive officers review peer group compensation data for each of their subordinates in conjunction with their annual performance reviews to formulate a recommendation for base salary and whether to apply an individual performance multiplier to the subordinate executive’s incentive payouts, and if so, the amount of the multiplier.

The CEO reviews all of the recommendations of the executive officers before they are presented to the compensation and leadership development committee. The human resources function provides to the compensation and leadership development committee and the independent directors data showing the history of the compensation of the CEO and data that analyzes the cost of a range of several alternatives for changes to the compensation of the CEO, but the executive officers and the CEO do not make any recommendation to the compensation and leadership development committee or the independent directors with respect to the compensation of the CEO.

~~The compensation and leadership development committee has delegated to the CEO the authority to makeoff-cycle~~ equity awards to employees who are not subject to the limitations of Internal Revenue Code (Code) Section 162(m), are not executive officers for purposes of reporting under Section 16 of the Securities Exchange Act of 1934, and are not executive vice presidents or higher officers of Exelon, provided that such authority is limited to making grants of up to 600,000 shares in the aggregate, and 20,000 shares per recipient in any year. The compensation and leadership development committee reviews and ratifies these grants.

During fiscal 2016 and as of the date of this proxy statement, none of the members of the compensation and leadership development committee was or is an officer or employee of the company, and no executive officer of the company served or serves on any compensation committee or board of any company that employed or employs any members of the company’s compensation and leadership development committee or board of directors.

~~Compensation Consultant~~

Pursuant to the compensation and leadership development committee’s charter, the committee is authorized to retain and terminate, without board or management approval, the services of an independent compensation consultant to provide advice and assistance, as the committee deems appropriate. The committee has the sole authority to approve the consultant’s fees and other retention terms, and reviews the independence of the consultant and any other services that the consultant or the consultant’s firm may provide to the company. The chair of the compensation and leadership development committee reviews, negotiates and executes an engagement letter with the compensation consultant. The compensation consultant directly reports to the committee.


~~Exelon Corporation~~~~Notice~~ of the ~~Annual Meeting and 2017 Proxy Statement~~		29

~~Corporate Governance at Exelon~~

The compensation and leadership development committee engaged Semler Brossy Consulting Group, LLC as its consultant through October 2016. In the summer and fall of 2016, the committee reviewed this relationship and determined to engage Meridian Compensation Partners, LLC as its consultant after conducting a request for proposal process involving seven compensation consulting firms. The committee determined that Meridian offered a strong and responsive team and would provide reliable and cost-competitive advice through experience, research and benchmarking. In reviewing the engagement in October 2016, the committee considered the following factors in determining that Meridian is an independent consultant and does not have any conflicts of interest:

^•

~~Meridian performs no other services for the company or its affiliates and received no other fees from the company;~~

^•

~~the firm has formal written policies designed to prevent conflicts of interest; and~~

^•

~~there were no relationships of the firm and its consultants and Exelon and its officers, directors or affiliates.~~

As part of its ongoing services to the compensation and leadership development committee, the compensation consultant supports the committee in executing its duties and responsibilities with respect to Exelon’s executive compensation programs by providing information regarding market trends and competitive compensation programs and strategies. In supporting the committee, the compensation consultant does the following:

^•

~~Prepares market data for each senior executive position, including evaluating Exelon’s compensation strategy and reviewing and confirming the peer group used to prepare the market data;~~

^•

~~Provides the committee with an independent assessment of management recommendations for changes in the compensation structure;~~

^•

~~Works with management to ensure that the company’s executive compensation programs are designed and administered consistent with the committee’s requirements; and~~

^•

~~Provides ad hoc support to the committee, including discussing executive compensation and related corporate governance trends.~~

Exelon’s human resources staff and senior management use the data provided by the compensation consultant to prepare documents for use by the compensation and leadership development committee in preparing their recommendations to the full board of directors or, in the case of the CEO, the independent directors, on compensation for the senior executives. In addition to its general responsibilities, the compensation consultant attends the compensation and leadership development committee’s meetings, if requested. The committee, or Exelon’s management on behalf of the committee, may also ask the compensation consultant to perform other executive and~~non-executive~~ compensation-related projects. The committee has established a process for determining whether any significant additional services will be needed and whether a separate engagement for such services is necessary.

~~The committee has a formal compensation consultant independence policy that codifies its past practices. The compensation consultant independence policy is available on the Exelon website atwww.exeloncorp.com~~, on the Governance page under the Investors tab. The purpose of the policy is to ensure that the advisers or consultants retained by the committee are independent of the company and its management, as determined by the committee using its reasonable business judgment. The committee considers all facts and circumstances it deems relevant, such as the nature of any relationship between a compensation consultant, the compensation consultant’s firm, and the company and the nature of any services provided by the compensation consultant’s firm to the company that are unrelated to the compensation consultant’s work for the committee. Under the policy, a compensation consultant shall not be considered independent if the compensation consultant or the compensation consultant’s firm receives more than 1% of its annual gross revenues for services provided to the company. Under the policy, the compensation consultant reports directly to the chair of the compensation and leadership development committee, and the committee approves the aggregate amount of fees to be paid to the compensation


30		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Corporate Governance at Exelon~~

consultant or the compensation consultant’s firm. The policy requires that the compensation consultant and any associates providing services to the compensation and leadership development committee have no direct involvement with any other aspects of the compensation consultant’s firm’s relationship with Exelon (other than any director compensation services that may be performed for the corporate governance committee), and that no element of the compensation consultant’s compensation may be based on any consideration of the revenues for other services that the firm may provide to Exelon. For 2016, no fees were paid to Semler Brossy or Meridian for additional services beyond their work as consultants to the compensation and leadership development committee or, in the case of Semler Brossy, their work in preparing a director compensation study for the corporate governance committee.

~~CORPORATE GOVERNANCE COMMITTEE~~

The corporate governance committee is composed entirely of independent directors and is governed by a board-approved charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The corporate governance committee charter was last amended on January 26, 2016, and is available on the Exelon website at~~www.exeloncorp.com~~ ~~on the Governance page under the Investors tab, and is available in print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 89 of this proxy statement.~~

The corporate governance committee met five times in 2016. In addition to its other duties described elsewhere in this proxy statement, the corporate governance committee’s principal duties, as discussed in its charter, include:

^•

~~Reviewing and making recommendations on corporate, board and committee structure, organization, committee membership, functions, compensation and effectiveness;~~

^•

~~Monitoring corporate governance trends and making recommendations to the board regarding the Corporate Governance Principles;~~

^•

~~Identifying potential director candidates and coordinating the nominating process for directors;~~

^•

~~Coordinating the board’s role in establishing performance criteria for the CEO and evaluating the performance of the CEO;~~

^•

~~Monitoring CEO succession planning;~~

^•

~~Overseeing Exelon’s strategies and efforts to protect and improve the environment, including climate change and sustainability policies;~~

^•

~~Approving or amending delegations of authority for Exelon and its subsidiaries; and~~

^•

~~Overseeing Exelon’s efforts to promote diversity among its contractors and suppliers.~~

The committee may act on behalf of the full board when the board is not in session. The committee utilizes an independent compensation consultant to assist it in evaluating directors’ compensation, and for this purpose it periodically asks the consultant to prepare a study of the compensation of the company’s directors compared to the directors of companies in the same peer group used for executive compensation. This study is used as the basis for the corporate governance committee’s recommendations to the full board with respect to director compensation. The corporate governance committee may utilize other consultants, such as specialized search firms to identify candidates for director.

As part of the corporate governance committee’s role in monitoring and oversight of CEO succession planning, the committee developed an emergency CEO succession plan, which is reviewed by the committee and the full board annually. In addition, CEO succession is a topic on the agenda for meetings of the full board at least twice each year. In these discussions, the board reviews the qualifications of several potential internal succession candidates and considers their development opportunities.


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		31

~~Corporate Governance at Exelon~~

~~FINANCE AND RISK COMMITTEE~~

Effective February 1, 2016, the finance and risk committee includes all members of the board of directors. The committee is governed by a board-approved charter stating its responsibilities. The charter is reviewed annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback. The finance and risk committee charter was last amended on January 26, 2016, and is available on the Exelon website at~~www.exeloncorp.com~~ ~~on the Governance page under the Investors tab, and is available in print to any shareholder who requests a copy from Exelon’s corporate secretary as described on page 89 of this proxy statement.~~

~~The finance and risk committee met five times in 2016. The finance and risk committee’s principal duties, as discussed in its current charter, include:~~

^•

~~Overseeing the company’s risk management functions;~~

^•

~~Overseeing matters relating to the financial condition and risk exposures by Exelon;~~

^•

~~Monitoring the financial condition, capital structure, financing plans and programs, dividend policy, treasury policies and liquidity and related financial risk at Exelon and its major subsidiaries;~~

^•

~~Overseeing or appraising of the capital management and planning process, including capital investments, acquisitions and divestitures;~~

^•

~~Overseeing the company-wide risk management strategy, policies, procedures, and mitigation efforts, including insurance programs;~~

^•

~~Overseeing the strategy and performance of risk management policies relating to risks associated with marketing and trading of energy and energy-related products; and~~

^•

~~Reviewing and approving risk policies relating to power marketing, hedging and the use of derivatives.~~

~~GENERATION OVERSIGHT COMMITTEE~~

~~The generation oversight committee met four times in 2016.~~

~~The generation oversight committee’s principal duties, as discussed in its charter, include:~~

^•

Advising and assisting the full board in fulfilling its responsibilities to oversee the safe and reliable operation of all generating facilities owned or operated by Exelon or its subsidiaries, including those in which Exelon has significant equity or operational interests;

^•

~~Overseeing the management and operation of the company’s generating facilities and the overall organizational effectiveness (both corporate and stations) of the generation operations;~~

^•

~~Overseeing the establishment of and compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of Exelon Generation’s assets; and~~

^•

~~Reviewing environmental, health and safety issues related to the company’s generating facilities.~~


32		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Corporate Governance at Exelon~~

~~INVESTMENT OVERSIGHT COMMITTEE~~

The investment oversight committee is responsible for general oversight of Exelon’s investment management functions. The committee serves as a resource and advisory panel for Exelon’s management-level investment management team and reports to the board.

~~The investment oversight committee met three times in 2016.~~

~~The investment oversight committee’s principal duties, as discussed in its charter, include:~~

^•

Overseeing the management and investment of the assets held in trusts established or maintained by the company or any subsidiary for the purpose of funding the expense of decommissioning nuclear facilities;

^•

~~Monitoring the performance of the nuclear decommissioning trusts and the trustees, investment managers and other advisors and service providers for the trusts;~~

^•

Overseeing the evaluation, selection and retention of investment advisory and management, consulting, accounting, financial, clerical or other services with respect to the nuclear decommissioning trusts;

^•

~~Overseeing the evaluation, selection and appointment of trustees and other fiduciaries for the nuclear decommissioning trusts;~~

^•

~~Overseeing the administration of the nuclear decommissioning trusts; and~~

^•

~~Monitoring and receiving periodic reports concerning the investment performance of the trusts under the pension and post-retirement welfare plans and the investment options under the savings plans.~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		33

~~Compensation ofNon-Employee~~ ~~Directors~~

~~COMPENSATION OFNON-EMPLOYEE~~ ~~DIRECTORS~~

~~For their service as directors of the corporation in 2016, Exelon’snon-employee~~ directors received the compensation shown in the following table and explained in the accompanying notes. Mr. Crane, not shown in the table, received no additional compensation for his service as a member of the board of directors or its committees.

Fees Earned or Paid in Cash Stock
Awards
(see
description
below)
All Other
Compensation
(Note 1)
Total
Annual
Board &
Committee
Retainers Board &
Committee
Meeting
Fees
Anderson
$ 132,867 $ 36,000 $ 118,709 $ — $ 287,576
Berzin
101,630 28,000 118,709 15,000 263,339
Canning²
28,929 20,000 32,143 515,000 596,072
de Balmann
111,287 34,000 118,709 15,000 278,996
DeBenedictis
109,946 32,000 118,709 15,000 275,655
Gioia³
102,707 22,000 110,193 3,200 238,100
Jojo
98,709 24,000 118,709 12,500 253,918
Joskow
101,630 32,000 118,709 — 252,339
Lawless⁴
112,830 30,000 118,709 — 261,539
Mies
132,867 36,000 118,709 15,000 302,576
Rogers
108,709 26,000 118,709 — 253,418
Shattuck
409,946 23,000 118,709 15,000 566,655
Steinour
115,788 22,000 118,709 15,000 271,497
Total All Directors
1,667,845 365,000 1,448,135 620,700 4,101,680

⁽¹⁾

~~Values in this column represent gifts made by the company or the Exelon Foundation as the matching portion of the director’s contributions to qualifiednon-for-profit~~ organizations pursuant to Exelon’s matching gift plan described below in Other Compensation. For Mr. Canning, the amount includes charitable contributions made by Exelon following his retirement in honor of his service to the company and its shareholders.

⁽²⁾

~~Mr. Canning retired from the board effective April 26, 2016. All retainers were prorated through that date.~~

⁽³⁾

~~Ms. Gioia was appointed to the board effective February 1, 2016. All retainers were prorated from that date.~~

⁽⁴⁾

In addition to the amounts shown in the table, Mr. Lawless, who also served as a director of the Exelon Foundation during 2016, received $4,000 from the Foundation for attending meetings of the Foundation’s board. Exelon contributes to the Foundation to pay for the Foundation’s operating expenses.

~~Compensation Philosophy~~

The Exelon board has a policy of targeting director compensation to the median board compensation of the same peer group of companies used to benchmark executive compensation. In July 2016, the board adjusted director compensation effective August 1, 2016, based on the advice of the compensation consultant and other analysis by Exelon’s Office of Corporate Governance. The changes were designed to place greater reliance on compensation in the form of stock awards and increase total director compensation closer to the median target. The approved changes resulted in the elimination of fees for attendance at board and committee meetings and attendance at the annual meeting and an increase in the component of director compensation paid as stock awards. Adjustments were also made to retainers paid for some committee chairs and committee membership.


34		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation ofNon-Employee~~ ~~Directors~~

~~Fees Earned or Paid in Cash~~

Based upon advice of the compensation consultant and other analysis by Exelon’s Office of Corporate Governance, the corporate governance committee recommended, and the board of directors approved, changes to~~non-employee~~ ~~director compensation effective August 1, 2016. Prior to that date, the cash compensation fornon-employee~~ ~~directors was as follows.~~

~~All directors received an annual retainer of $80,000 paid in cash. Thenon-executive~~ chairman of the board received an annual retainer at the rate of $300,000 per year in addition to board and selected committee meeting fees. Committee chairs received an additional $10,000 retainer per year. In recognition of the additional time commitment and responsibility, members of the audit committee and generation oversight committee, including the committee chairs, received an additional $5,000 per year for their participation on these committees, and the chairs of these committees received a $20,000 annual retainer.

Directors received $2,000 for each meeting of the board that they attended, whether in person or by means of teleconferencing or video conferencing equipment. Directors serving on board committees received $2,000 for each meeting they attended; directors serving on the generation oversight committee received $3,000 for each meeting of that committee they attended due to the additional travel that is required and the length of those meetings. Directors also received a $2,000 meeting fee for attending the annual shareholders meeting and the annual strategy retreat.

~~Effective August 1, 2016, the following changes were made to cash compensation fornon-employee~~ ~~directors:~~

^•

~~The chairs of the corporate governance and investment oversight committees receive a $10,000 annual retainer.~~

^•

~~The chairs of all other standing committees receive a $20,000 annual retainer.~~

^•

~~Each member of the generation oversight committee, including the chair, receives a $20,000 retainer.~~

^•

~~Meeting fees are no longer paid.~~

~~Each director continues to receive an annual retainer of $80,000 paid in cash. Thenon-executive~~ ~~chairman of the board continues to receive an annual retainer at the rate of $300,000 per year. Fees paid tonon-employee~~ ~~directors in 2016 were prorated to account for the changes made effective August 1, 2016.~~

~~Stock Awards~~

Rather than paying directors entirely in cash, Exelon pays a significant portion of director compensation in the form of deferred stock units in order to align the interests of directors with the interests of shareholders. Prior to August 1, 2016, directors received deferred stock units worth $100,000 per year, payable quarterly in arrears. Effective August 1, 2016, based upon advice of the compensation consultant and analysis by the Office of Corporate Governance, the corporate governance committee recommended, and the board of directors approved, an increase in the annual deferred stock unit compensation to $145,000 per year. Deferred stock units are granted and credited to a notional account maintained on the books of the corporation at the end of each calendar quarter based upon the closing price of Exelon common stock on the day the quarterly dividend is paid. Deferred stock units earn the same dividends available to all holders of Exelon common stock, which are reinvested in the account as additional stock units. The deferred stock units are not paid out to the directors until they retire from the board, leaving these amounts at risk during the director’s entire tenure on the board.


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		35

~~Compensation ofNon-Employee~~ ~~Directors~~

~~As of December 31, 2016, the directors held the following amounts of deferred Exelon common stock units.~~


			~~Total~~ ~~Deferred~~ ~~Stock~~ ~~Units~~⁽¹⁾
~~Anthony K. Anderson~~			~~13,624~~
~~Ann C. Berzin~~			~~43,703~~
~~John A. Canning~~			~~24,907~~
~~Yves C. de Balmann~~			~~53,973~~
~~Nicholas DeBenedictis~~			~~35,794~~
~~Nancy L. Gioia~~			~~3,243~~
~~Linda P. Jojo~~			~~4,762~~
~~Paul L. Joskow~~			~~29,085~~
~~Robert J. Lawless~~			~~58,052~~
~~Richard W. Mies~~			~~26,147~~
~~John W. Rogers, Jr~~			~~50,793~~
~~Mayo A. Shattuck III~~			~~13,344~~
~~Stephen D. Steinour~~			~~29,454~~
~~Total All Directors~~			~~386,881~~

⁽¹⁾

Total deferred stock units includes deferred stock units from the current Exelon deferred stock unit plan and stock units deferred from the equivalent plans for Unicom Corporation and Constellation Energy Group, Inc. for Exelon directors who previously served as directors of those predecessor companies.

~~Deferred Compensation~~

~~Directors may elect to defer any portion of their cash compensation described above in anon-qualified~~ multi-fund deferred compensation plan. Each director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including those amounts invested in the Exelon common stock fund) will be settled in cash and may be distributed in a lump sum or in annual installment payments upon a director’s reaching age 65, age 72 or upon retirement from the board. These funds are identical to those that are available to company employees who participate in the Exelon Employee Savings Plan.

~~Other Compensation~~

Exelon has a board expense reimbursement policy under which directors are reimbursed for reasonable travel to and from their primary or secondary residence and lodging expenses incurred when attending board and committee meetings or other events on behalf of Exelon (including director’s orientation or continuing education programs, facility visits or other business related activities for the benefit of Exelon). Under the policy, Exelon will arrange for its corporate aircraft to transport groups of directors, or when necessary, individual directors, to meetings in order to maximize the time available for meetings and discussion. Directors may bring their spouses or guests on Exelon’s corporate aircraft when they are invited to an Exelon event, and the value of this travel, calculated according to IRS regulations, is imputed to the director as additional taxable income.


36		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation ofNon-Employee~~ ~~Directors~~

Exelon pays the cost of a director’s spouse’s travel, meals, lodging and related activities when the spouses are invited to attend company or industry related events where it is customary and expected that directors attend with their spouses. The cost of such travel, meals and other activities is imputed to the director as additional taxable income. However, in most cases there is no direct incremental cost to Exelon of providing transportation and lodging for a director’s spouse when he or she accompanies the director, and the only additional costs to Exelon are those for meals and activities and to reimburse the director for the taxes on the imputed income. In 2016, Exelon incurred $1,667 of incremental costs to provide these perquisites and the aggregate amount paid to all directors as a group (13 directors) for reimbursement of taxes on imputed income was $2,070.

~~Exelon and the Exelon Foundation have a matching gift program available to directors, officers and employees that matches their contributions to eligiblenot-for-profit~~ ~~organizations up to $15,000 per year for directors; $10,000 per year for executives and up to $5,000 per year for other employees.~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		37

~~Ownership of Exelon Stock~~

~~STOCK OWNERSHIP REQUIREMENTS FOR DIRECTORS AND OFFICERS~~

Under Exelon’s Corporate Governance Principles, all directors are required to own, within five years after election to the board, at least 15,000 shares of Exelon common stock or deferred stock units or shares accrued in the Exelon common stock fund of the directors’ deferred compensation plan. The board amended the corporate governance principles in July 2013 to increase the ownership requirement from 5,000 shares to 15,000 shares. The corporate governance committee utilized an independent compensation consultant who determined that, compared to its peer group, Exelon’s ownership requirement is reasonable.

To strengthen the alignment of executives’ interests with those of shareholders, the compensation and leadership development committee establishes stock ownership requirements for officers of the company. Officers, other than the CEO, are required to own, within the later of five years after their employment or September 30, 2012, stock having a market value (based on the~~60-day~~ average stock price as of September 30, 2012) equal to or greater than multiples of their base salary or fixed numbers of shares as shown in the table below. The CEO is required to own six times his base salary. The compensation and leadership development committee has determined that stock options are not considered for purposes of satisfying this requirement. Unvested restricted shares, restricted stock units, and shares held in the Exelon Stock Deferral Plan will count toward the stock ownership requirement, as will certificates and dividend reinvestment plans; shares held in 401(k) Employee Savings Plans; shares held by spouses or children; broker accounts held in street name; and IRAs and trust accounts in which the executive is a beneficiary. These guidelines may be equitably adjusted in the case of promotions in the discretion of the Senior Vice President and Chief Human Resources Officer.


~~Officer~~		~~Number of Exelon Shares~~
~~Chief Executive Officer~~		~~6 x annual salary divided by60-day~~ ~~average share price~~
~~Exelon executive vice presidents and above~~		~~3 x annual salary divided by60-day~~ ~~average share price~~
~~Presidents of subsidiary companies~~		~~2 x annual salary divided by60-day~~ ~~average share price~~
~~Senior vice presidents~~		~~The lesser of 17,500 shares or 2 x annual salary divided by60-day~~ ~~average share price~~
~~Vice presidents and other executives~~		~~The lesser of 6,500 shares or 1 x annual salary divided by60-day~~ ~~average share price~~

~~The following table shows the status of each currently-employed NEO against the new ownership targets as of January 31, 2017.~~

Name

Stock
Ownership
Target
(Shares)
[A]



Total Shares
and Share
Equivalents
Held as of
January 31, 2017
[B]



Stock
Ownership
Percentage
[B]/[A]

Crane    188,062    531,141    282%
Thayer    53,148    169,994    320%
Von Hoene    57,236    190,054    332%
Cornew    57,236    146,316    256%
O’Brien    59,280    165,520    279%


38		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Ownership of Exelon Stock~~

~~BENEFICIAL OWNERSHIP TABLE~~

~~The following table shows the ownership of Exelon common stock as of January 31, 2017 by each director, each~~ named ~~executive officer in the Summary Compensation Table, and for all directors and executive officers as a group.~~

   [A]    [B]    [C]    [D]=[A]+[B]+[C]    [E]    [F]=[D]+[E]
Directors
(Note 3)


Beneficially
Owned
Shares



Shares
Held in
Company
Plans
(Note 1)



Vested
Stock
Options
and
Options
that Vest
Within 60
days



Total
Shares
Held



Share
Equivalents
to be
Settled in
Cash
(Note 2)



Total
Share
Interest

Anthony K. Anderson⁴    —    13,624    —    13,624    —    13,624
Ann C. Berzin    —    43,703    —    43,703    17,397    61,100
Yves, C. de Balmann    1,910    53,973    —    55,883    —    55,883
Nicholas DeBenedictis    10,000    35,794    —    45,794    —    45,794
Nancy L. Gioia⁴    —    3,243    —    3,243    —    3,243
Linda P. Jojo⁴    —    4,762    —    4,762    —    4,762
Paul L. Joskow    2,000    29,085    —    31,085    6,491    37,576
Robert J. Lawless    3,273    58,052    —    61,325    16,313    77,638
Richard W. Mies    —    26,147    —    26,147    —    26,147
John W. Rogers, Jr.    11,374    50,792    —    62,166    14,795    76,961
Mayo A. Shattuck III    379,692    13,344    2,228,958    2,621,994    —    2,621,994
Stephen D. Steinour    4,045    29,454    —    33,499    35,725    69,224
Christopher M. Crane    313,701    211,233    509,000    1,033,934    6,207    1,040,141
Jonathan W. Thayer    83,256    86,738    650,366    820,360    —    820,360
Kenneth W. Cornew    53,363    91,299    135,200    279,862    1,654    281,516
William A. Von Hoene, Jr.    109,688    77,135    232,200    419,023    3,231    422,254
Denis P. O’Brien    98,648    60,910    230,700    390,258    5,962    396,220
Total
Directors & Executive Officers as a group (23 people)
See Note 3
   1,314,370    1,023,455    4,196,324    6,534,148    107,775    6,641,923

⁽¹⁾

~~The shares listed under Shares Held in Company Plans, Column [B], include directors’ deferred stock units, officers’ restricted stock units and deferred shares held in the Stock Deferral Plan.~~

⁽²⁾

~~The shares listed above under Share Equivalents to be Settled in Cash, Column [E], include phantom shares held in anon-qualified~~ ~~deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination.~~

⁽³⁾

~~Beneficial ownership, shown in Column [A], of directors and~~ executive officers, as ~~a group represents less than 1%~~disclosed in the Company’s proxy statement for the 2018 Annual Meeting of Shareholders pursuant to the rules of the ~~outstanding shares~~SEC, including the Compensation Discussion and Analysis, the 2017 Summary Compensation Table and the other related tables and disclosure.

The Board of ~~Exelon common stock. Total includes share holdings from all directors and NEOs as well as those executive officers listed in Item 1, Executive Officers of~~Directors recommends a vote FOR this proposal for the ~~Registrants in Exelon’s 2016 Annual Report on Form~~following reasons:

~~10-K~~● ~~filed on February 13, 2017 who are not NEOs for purposes of compensation disclosure.~~

⁽⁴⁾

Mr. Anderson was appointed to the board effective February 1, 2013; Ms. Jojo was appointed to the board effective September 1, 2015. Ms. Gioia was appointed to the board effective February 1, 2016.


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		39

~~Ownership of Exelon Stock~~

~~OTHER SIGNIFICANT OWNERS OF EXELON STOCK~~

Shown in the table below are those owners who are known to Exelon to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13Gs filed with the SEC by BlackRock, Inc. on January 24, 2017, The Vanguard Group on February 9, 2017, State Street Corporation on February 6, 2017, and FMR LLC on February 14, 2017.

Name and address of beneficial owner
Amount and nature of
  beneficial ownership
               Percent of
class
BlackRock, Inc.⁽¹⁾
55 East 52^nd Street
New York, NY 10055
   73,653,441    8.0%
The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355
   61,839,937    6.70%
State Street Corporation⁽³⁾
State Street Financial Center
One Lincoln Street
Boston, MA 02111
   55,931,776    6.06%
FMR LLC⁽⁴⁾
245 Summer Street
Boston, MA 02210
   46,634,135    5.057%

⁽¹⁾

~~BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of 64,831,600 shares and sole power to dispose or direct the disposition of 73,653,441 shares.~~

⁽²⁾

The Vanguard Group disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of 1,445,471 shares, shared voting power over 192,662 shares, sole power to dispose or direct the disposition of 60,206,148 shares, and shared dispositive power over 1,633,789 shares.

⁽³⁾

~~State Street Corporation disclosed in its Schedule 13G that it has shared voting power over 46,405,358 shares and shared dispositive power over 55,931,776 shares.~~

⁽⁴⁾

~~FMR LLC disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of 5,395,152 shares and sole power to dispose or direct the disposal of 46,634,135 shares.~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Based upon signed affirmations received from directors and officers, as well as administrative review of company plans and accounts administered by private brokers on behalf of directors and officers which have been disclosed to Exelon by the individual directors and officers, Exelon believes that its directors and officers made all required Section 16 filings on a timely basis during 2016.


40		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Exelon’s Independent Auditor for 2017~~

~~PROPOSAL 2: THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS EXELON’S INDEPENDENT AUDITOR FOR 2017~~

The audit committee and the board of directors have concluded that retaining PricewaterhouseCoopers LLP (PwC) is in the best interests of the company and its shareholders based on consideration of the factors set forth in the Report of the Audit Committee on pages 26-28 of this proxy statement. Representatives of PwC will attend the annual meeting to answer appropriate questions, and may make a statement if they desire.

~~The Exelon audit committee policy forpre-approval~~ ~~of audit andnon-audit~~ ~~services to be performed by the independent auditor is available on the Exelon website atwww.exeloncorp.com~~ ~~on the corporate governance page under the Investors tab. Under this policy the audit committeepre-approves~~ ~~all audit andnon-audit~~ services to be provided by the independent auditor, taking into account the nature, scope and projected fees of each service as well any potential implications for auditor independence. The policy specifically sets forth services the independent auditor is prohibited from performing by applicable law or regulation. Further, the audit committee may determine to prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted~~non-audit~~ ~~services are considered forpre-approval~~ ~~by the audit committee on an annual basis. For any services not covered by these initialpre-approvals,~~ ~~the audit committee has delegated authority to the committee’s chair topre-approve~~ ~~any audit or permittednon-audit~~ ~~service with fees in amounts less than $500,000. Services with fees exceeding $500,000 require full committeepre-approval. The~~ audit committee receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. None of the services provided by the independent auditor was provided pursuant to the de minimis exception to the~~pre-approval~~ ~~requirements contained in the SEC’s rules.~~

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers for the audit of Exelon’s annual financial statements for the years ended December 31, 2016 and 2015, and fees billed for other services rendered by PricewaterhouseCoopers during those periods.

          Year Ended December 31,
(in thousands)    2016    2015
Audit fees^(a)    $24,986    $18,287
Audit related fees^(b)    3,656    2,392
Tax fees^(c)    1,943    1,250
All other fees^(d)    836    160

^(a)

Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including issuance of comfort letters and consents for debt and equity issuances and other attest services required by statute or regulation.

^(b)

Audit related fees consist of assurance and related services that are traditionally performed by the auditor such as accounting assistance and due diligence in connection with proposed acquisitions or sales, consultations concerning financial accounting and reporting standards and audits of stand-alone financial statements or other assurance services not required by statute or regulation.

^(c)

Tax fees consist of tax compliance, tax planning and tax advice and consulting services, including assistance and representation in connection with tax audits and appeals, tax advice related to proposed acquisitions or sales, employee benefit plans and requests for rulings or technical advice from taxing authorities.

^(d)

~~All other fees primarily reflect accounting research software license costs.~~

~~The board of directors unanimously recommends a vote “FOR” the ratification~~

~~of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2017.~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		41

~~Advisory Vote on Executive Compensation~~

~~PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

We are providing shareholders with an annual advisory vote on the compensation paid to the company’s named executive officers, as disclosed in this proxy statement, in accordance with the compensation disclosure rules of the SEC. Accordingly, you may vote on the following resolution at the 2017 annual meeting:

RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 2017 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table and the other related tables and disclosure.

~~The board of directors recommends a vote FOR this proposal for the following reasons:~~

^•

~~A majority~~Most of compensation is performance-based and contingent on achieving financial and operational results that align the interests of executives with those of the ~~company’s shareholders.~~

Company’s shareholders based on rigorous goals,

●^•

~~In 2016~~ Exelon had strong financial and operational performance ~~as well as~~in 2017, achieving total shareholder return (TSR) ~~performance~~of 15.1% that continued to build on the 2016 TSR of 32.8%~~; and~~

●^•

The ~~company~~Company achieved ~~success on key strategic initiatives, including~~ the ~~Pepco Holdings Inc. (PHI) acquisition and~~adoption of Zero Emission Credits (ZEC) policies in the ~~passage~~states of ~~the~~ New York ~~clean energy regulation~~ and Illinois, thereby helping to safeguard the ~~Illinois Future Energy Jobs bill.~~

fair valuation of resilient and emissions-free nuclear power production in those states.

●^•

The ~~compensation framework is consistent with best practices that drive outstanding company performance and long-term shareholder value.~~

^•

~~The company’s~~Company’s compensation framework provides market-aligned pay opportunities that foster the attraction, motivation, engagement and retention of key ~~talent.~~

talent, to drive outstanding Company performance and long-term shareholder value.

●^•

We continued to engage with shareholders in 2017. The ~~compensation committee~~feedback received was positive and highly supportive of the ~~board valued the extensive shareholder feedback~~changes we ~~heard~~implemented in ~~the summer and fall of~~ 2016 ~~and have implemented significant changes to our incentive plans~~ to strengthen our executive compensation program over the ~~connection~~past two years. In particular, many investors commented favorably on the demonstrated linkage between pay and ~~performance.~~

performance and the alignment of our incentive compensation goals with the Company’s overall business strategies.

~~While this advisory proposal, commonly referred to as“say-on-pay,”~~ is not binding, the board of directors and the compensation and leadership development committee will review and consider the voting results when annually evaluating our executive compensation program.

~~The board of directors unanimously recommends a vote “FOR” approval of the compensation paid to the company’s named executives, as disclosed in this proxy statement.~~


42The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation paid to the Company’s named executives, as disclosed in this proxy statement.		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

44 Exelon 2018 Proxy Statement

Table of Contents

~~Report of the~~ Compensation ~~and Leadership Development Committee~~Discussion & Analysis

“~~Exelon’s~~Our Committee strives to design and implement an executive compensation framework ~~is designed~~that motivates and rewards Exelon executives to ~~pay~~achieve superior performance for ~~performance and align~~ the ~~interests of our executives with those~~benefit of our shareholders and other key stakeholders.”

~~The~~Yves C. de Balmann, Chair, Compensation &and Leadership Development Committee

The compensation & leadership development committee (the compensation committee) is accountable for ensuring that the decisions we make about executive compensation are in the best long-term interests of shareholders. We accomplish this objective by having robust executive compensation principles and incorporating feedback from our shareholders. In 2016, we were disappointed with the~~say-on-pay~~ vote outcome. The compensation committee took action by soliciting feedback from shareholders and redesigning the incentive plans to address shareholders’ concerns and to better align the programs with the company’s strategy. A full discussion of these changes is included within the section “2016~~Say-on-Pay~~ ~~Vote Outcome and Shareholder Engagement.”~~

~~The compensation committee has reviewed and discussed the~~This Compensation Discussion and Analysis ~~required by Item 402(b) of Regulation~~(CD&A) discusses Exelon’s 2017 executive compensation program. The program covers compensation for our named executive officers (NEOs) listed below:

~~S-K~~Exelon’s Named Executive Officers ~~with management~~

CHRISTOPHER M. CRANE	JONATHAN W. THAYER	WILLIAM A. VON HOENE, JR.	KENNETH W. CORNEW	DENIS P. O’BRIEN
President and Chief Executive Officer, Exelon	Senior EVP and Chief Financial Officer, Exelon	Senior EVP and Chief Strategy Officer, Exelon	Senior EVP and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation	Senior EVP, Exelon; Chief Executive Officer, Exelon Utilities

Executive Summary

Business and ~~based on such review~~Strategy Overview, Value Proposition and ~~discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in the 2017 Proxy Statement.~~Performance Highlights

~~The compensation committee~~Business Overview

Exelon is composed ~~solely~~ of ~~independent directors. Effective April 26, 2016, Yves C. de Balmann replaced John A. Canning Jr. as the Chair.~~two primary businesses:

1	2
Regulated Utilities	Electric Generation
We have regulated operations that consist of six utility subsidiaries, serving approximately 10 million electricity and gas customers, more than any other company in the industry. Our operational performance is top quartile or better across numerous metrics such as the frequency and duration of outages. We have significantly improved the operational performance of PHI since the 2016 acquisition consistent with our long-term strategy to increase investment in regulated assets for the benefit of our customers.	We also operate a competitive generation business that comprises one of the largest and cleanest electric generation businesses in the country and the largest competitive retail supply business serving wholesale, commercial, and industrial customers. We are the largest producer of emissions-free energy in the U.S. and are a best-in-class operator in terms of outage days and operating costs for our nuclear fleet.

~~March 6, 2017~~

THE C~~OMPENSATION~~ ~~& LEADERSHIP~~D~~EVELOPMENT~~ C~~OMMITTEE~~www.exeloncorp.com 45

~~Yves C. de Balmann, Chair~~

~~Robert J. Lawless~~

~~Linda P. Jojo~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		43

Table of Contents~~Compensation Discussion & Analysis~~

~~Key Take-Aways for 2016~~

~~We took considerable actions this year on our executive compensation program in response to the failed 2016say-on-pay~~ ~~vote. These actions were in direct response to shareholder feedback received in meetings and calls conducted by the chair of the compensation committee and management beginning in June 2016.~~

In the pages that follow we detail our process, evaluation, and changes made. However, for a quick understanding, we have summarized below the performance of your company, the feedback we collected, and the actions we took to strengthen the alignment of pay and performance.

~~Strong Company Performance~~

^•

~~Beat adjusted (non-GAAP) operating EPS target for the Annual incentive program by 14 cents~~

^•

~~Adjusted (non-GAAP) operating EPS growth in 2016 ($2.68) vs 2015 ($2.49) was 8%~~

^•

~~EXCone-year~~ ~~TSR (32.8%) outperformed the UTY by 15.4 percentage points and the S&P 500 by 20.9 percentage points~~

^•

~~Grew company enterprise value by $14.4 billion through M&A including PHI, ConEd Solutions, and the James A. FitzPatrick Nuclear Power Plant (pending)~~

^•

~~NY and IL clean energy regulations and legislation~~

^•

~~In 2016, through growth and acquisition achieved Fortune 100 status (only utility company)~~

^•

~~All time best nuclear operating performance; best in class~~

^•

~~Best on record or best in class utility operating performance~~

~~Rapid Response to Failed 2016Say-on-Pay~~ ~~Vote~~

^•

~~Reached out to shareholders holding approximately 50% of our shares~~

^•

~~Immediately addressed the major shareholder concerns by modifying the Annual and Long-Term incentive programs~~

^•

~~Changes included:~~

^•

~~Moved PShares goal measurement period from annual to3-year~~

^•

~~Changed PShare goals to align better with Exelon’s value proposition and strategic initiatives~~

^•

~~Removed individual performance multipliers from all incentive programs~~

^•

~~Strengthened the TSR modifier~~

^•

~~Capped incentive payouts if one-year absolute TSR is negative~~

^•

~~Moved operational metrics to Annual incentive program~~

^•

~~Removed all legacy change in control taxgross-ups~~


44		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

Compensation Discussion & Analysis

Exelon’s Value Proposition

The value proposition articulated below provides more granular insights into our long-term strategic goals and the path to achieving these goals. Our continued focus on the following five key strategic initiatives is expected to drive strong operational and financial performance. The table below demonstrates the strong link between Exelon’s value proposition and the compensation components or metrics used in our executive compensation program.

~~CEO Pay for Performance Alignment~~

		^•Strategic Business Objective		~~The board reduced~~	Compensation Component or Metric
1.	Regulated utility growth with utility EPS rising 6-8% and rate base growth of 7.4% annually through 2021		Adjusted (non-GAAP) Operating EPS ●Performance measure for annual incentive Utility Net Income ●Performance share award measure
2.	Strong free cash generation and maintaining a strong balance sheet to support utility growth while also reducing debt by $3 billion over the ~~2016 Annual~~next 4 years		Exelon FFO/Debt ●Performance share award measure
3.	Invest in utilities where we can earn an appropriate return		Utility Return on Equity ●Performance share award measure
4.	Superior operational performance to support achievement of financial objectives		Operational Metrics ●Outage duration, outage frequency, net fleetwide capacity factor and dispatch match are performance measures for the annual incentive ~~program payout from 143% to 100%, in part, to address shareholder concerns that the previous year’s AIP payout was too high relative to~~
5.	Create sustainable value for shareholders by executing business strategy		Relative TSR ●Modifier for performance share award

Overview of 2017 Key Achievements on Objectives

Reported below are the achievements attained on our long-term strategic goals.

Strong Financial and Operational Performance

^•Strategic Business Objective

~~The board froze~~

2017 ~~target pay at 2016 levels~~Results

~~Goal Rigor~~

	^•	1.	~~2016 adjusted (non-GAAP) operating~~Regulated utility growth with utility EPS ~~target was set 5 cents above 2015 actual performance~~rising 6-8% and rate base growth of 7.4% annually through 2021	●Completed 11 distribution and 6 transmission rate cases with regulatory authorities, increasing annual revenue and rate base by an expected combined $396 million
2.	Strong free cash generation and maintaining a strong balance sheet to support utility growth while also reducing debt by $3 billion over the next 4 years		●Deployed targeted level of capital of $5.3 billion into our utilities to improve reliability, replace aging infrastructure, and enhance customer experience
3.	Invest in utilities where we can earn an appropriate return

	^•	4.	Superior operational performance to support achievement of financial objectives		●Utilities performed largely at first quartile levels with especially strong results across key metrics: ●BGE, ComEd and PECO achieved 1^stdecile performance in the System Average Interruption Frequency Index (SAIFI) ●BGE and ComEd achieved 1^stdecile performance in the Customer Average Interruption Duration Index (CAIDI) ●PHI achieved best ever performance on SAIFI and CAIDI
5.	Create sustainable value for shareholders by executing business strategy		●Achieved 2017 adjusted (non-GAAP) operating EPS ~~target has~~of $2.60 ●Results would have been ~~set at~~$2.73 absent the deferral of 9 cents in Illinois zero emissions credits (ZEC) revenues given the Illinois Power Agency’s decision to delay the ZEC procurement by one month, into 2018, and a ~~meaningful level above the 2016 actual results (which included the impact of approximately 10 cents of favorable load, primarily driven~~4 cent impairment due to an unexpected FERC decision regarding utility transmission formula rate mechanisms ●Achieved significant judicial success in defending ZEC programs in New York and Illinois ●Announced commitment to lower costs by ~~weather) and reflects significant stretch compared to internal budgeting and Wall Street guidance~~

$250 million on an annual run-rate basis by 2020


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		45

46 Exelon 2018 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

Sustainable Business Practices

Exelon’s sustainability practices – including our environmental and social initiatives – are a fundamental component of our strategy and operations. We achieved significant progress against our objectives in 2017, including:

●	Expanded paid leave policy to allow both women and men to meet the dual demands of work and family;
●	Signed the White House Equal Pay Pledge affirming our commitment to uphold fair treatment for all of our employees and aligning with our values;
●	Increased diversity spending with suppliers by $432 million (a 29% increase from the prior year) demonstrating our strong commitment to diversity and inclusion initiatives;
●	2017 awards and recognitions include: Billion Dollar Roundtable, Civic 50, Top 50 Companies for Diversity, Best Places to Work in 2017, CEO Action for Diversity & Inclusion, and UN’s HeForShe;
●	Exelon and our employees set a new record in corporate philanthropy and volunteerism, committing over $52 million in giving and volunteering 210,000 hours;
●	Recognized as having the lowest carbon dioxide emissions of the top 20 investor owned utilities; and
●	Named to the Dow Jones Sustainability Index North America for the 12^thconsecutive year and by Newsweek Green rankings for 9^thconsecutive year.

Executive Compensation Program Highlights

What We Do			What We Don’t Do
✓Pay for performance – 90% of CEO pay and an average of 81% of NEO pay is at risk ✓Significant stock ownership requirements for Directors and executive officers – 6X base salary for CEO and 3X for other NEOs ✓Mitigate undue risk in compensation programs (e.g., incentive awards are capped) and conduct an annual risk assessment of the compensation programs ✓Require double-trigger for change-in-control benefits – change-in-control plus termination ✓Retain an independent compensation consultant to advise the Compensation Committee ✓Evaluate management succession and leadership development efforts annually ✓Provide limited perquisites based on sound business rationale	✓Seek shareholder feedback on executive compensation programs, engaged with holders of approximately 45% of our shares in 2017 ✓Prohibit hedging transactions, short sales, derivative transactions or pledging of Company stock ✓Require executive officers to trade through 10b5-1 trading plans or obtain pre-approval before trading Exelon stock ✓Annually assess our programs against peer companies and best practices ✓Set appropriate levels of “stretch” in incentive targets, based on industry performance and/or Exelon’s business plan ✓Provide for discretionary clawbacks of incentive compensation paid or payable to current and former executives under certain circumstances		✕No guaranteed minimum payout of AIP or LTIP programs ✕No employment agreements ✕No excise tax gross-ups for change-in-control agreements ✕No dividend-equivalents on PShares ✕No inclusion of the value of LTIP awards in pension or severance calculations ✕No additional credited service under supplemental pension plans since 2004 ✕No option re-pricing or buyouts

www.exeloncorp.com 47

Table of Contents

Compensation Discussion & Analysis

2017 CEO Pay Outcomes

Strong CEO Pay for Performance Alignment Closely Aligned to Total Shareholder Return (TSR)

●	Exelon’s TSR of 52.9% for the period January 1, 2016 through December 29, 2017 outperformed the PHLX Utility Sector Index (UTY) by 20.7 percentage points.
●	Chart provides a comparison of the CEO total compensation as shown in the Summary Compensation Tables of Exelon’s annual proxy statements to Exelon’s stock price over a five-year period beginning December 31, 2012.
●	CEO pay decreased at an annualized rate of 2.9%, from $17.2 million to $14.9 million, while Exelon’s stock price increased from $29.74 to $39.41 resulting in an annualized rate of increase for TSR of 10.6%.

Continued TSR Outperformance Relative to UTY in 2017

●	Building on Exelon’s 2016 TSR of 32.8%, we continued to deliver strong TSR performance of 15.1% in 2017, outperforming the UTY by 2.3 percentage points.
●	For the three-year period beginning in 2015, Exelon trailed the UTY index, dragged down by a negative 22.1% TSR for 2015.

ONE- AND THREE-YEAR TSR GROWTH

CEO

NEOs

Almost 78% of our CEO’s target total direct compensation is in the form of LTIP, which is nearly 6 percentage points higher than the average CEO in our peer group.

48 Exelon 2018 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

Goal Rigor

The 2017 EPS “Target” goal was set at $2.75, 7 cents above the 2016 actual results and 10 cents above the midpoint of our publicly disclosed 2017 earnings guidance range. 2017 operational metrics were set at challenging levels that corresponded to top quartile performance compared to industry standards.

Building on the 2017 goal rigor, the Compensation Committee set the adjusted (non-GAAP) operating EPS AIP target for 2018 at a level significantly higher than the Company’s actual performance in 2017, which is generally aligned with the midpoint of our publicly disclosed 2018 financial guidance. For 2018, maximum targets were set at levels that outperform Company historical metrics for three of the four operational metrics:

●	best-ever for Dispatch Match
●	best-ever for Nuclear FleetwideCapacity Factor
●	best-ever for outage frequency results (best-in-class)
●	first decile of industry standards for outage duration goals

~~Introduction to~~ Compensation Philosophy and Practices

Exelon’s Executive Compensation Program Philosophy

The goal of our executive compensation program is to retain and reward leaders who create long-term value for our shareholders by delivering on objectives that support the ~~company’s~~Company’s long-term strategic plan. The executive compensation program is constructed to attract, motivate, engage and retain the high quality leaders ~~that are necessary to~~who can effectively manage a company of Exelon’s size and complexity.

In designing the ~~company’s~~Company’s executive compensation program, the ~~compensation committee~~Compensation Committee strives to align the incentives of our NEOs with the interests of our ~~shareholders~~shareholders. This is accomplished by using metrics and ~~challenging~~adopting goals ~~that tie~~ directly linked to the ~~company’s~~Company’s strategy. This includes the use of risk-mitigating design features to discourage our executives and employees from taking excessive risks to drive short-term benefits that may not be in the long-term interests of the company and our shareholders. We believe consistent execution of our strategy over multi-year periods will drive long-term shareholder value creation. Moreover our program is structured to motivate measured but sustainable and appropriate risk-taking.

~~This Compensation Discussion and Analysis (CD&A) discusses Exelon’s 2016 executive compensation program. The program covers compensation for our Named Executive Officers (NEOs):~~Robust Goal Setting Process

Goal-setting process is competitive and well-defined

●The Compensation Committee annually reviews components, targets and payouts to ensure that they are challenging, contain appropriate stretch, and are designed to mitigate excessive risk

●The Committee considers short- and long-term financial and operational results relative to our internal goals

●Goals for the AIP, including Adjusted Operating EPS, are set in January

●Exelon provides full-year guidance for EPS and other key financial metrics around the same time

~~Exelon’s Named Executive Officers~~

~~Christopher M. Crane~~

~~President and Chief Executive Officer, Exelon~~

~~Jonathan W. Thayer~~

~~Sr. EVP and Chief Financial Officer, Exelon~~

~~William A. Von Hoene, Jr.~~

~~Sr. EVP and Chief Strategy Officer, Exelon~~

~~Kenneth W. Cornew~~

~~Sr. EVP and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation~~

~~Denis P. O’Brien~~

~~Sr. EVP, Exelon; Chief Executive Officer, Exelon Utilities~~


~~Table of Contents~~
~~Introduction~~Target levels are challenging to ~~Exelon’s Executive Compensation Program~~achieve and drive long-term growth and success

~~Section I: Executive Summary~~●

EPS metric is aligned generally with external financial guidance ^•●~~Business~~Target goals are generally set near the mid-point of Exelon’s full-year EPS guidance ●Distinguished goals are generally set above Exelon’s full-year EPS guidance ●Operational metrics are set at challenging levels (i.e., target typically corresponds to top quartile performance) compared to industry standards ●Return and ~~Strategy Overview, Value Proposition and Performance Highlights~~cash flow metrics are set based on internal business plan			47

^•~~2016 Say On Pay Vote Outcome and Shareholder Engagement~~			49

^•~~January 2017 CEO Pay Determinations~~			51

^•~~Compensation Program is Directly Linked to Value Drivers~~			51

^•~~Rigorous Targets and Robust Goal-Setting Process~~			52

~~Section II: Key Drivers of Compensation Program~~

^•~~Guiding Principles~~			53

^•~~Compensation Governance Best Practices~~			54

^•~~Roles of Board, Compensation Committee and CEO~~			55

^•~~Peer Groups Used for Benchmarking Executive Compensation~~			55

~~Section III: NEO Compensation and Rationale~~

^•~~2016 Compensation Program~~			56

^•~~Total Cash Compensation (Base Salary and Annual Incentive Program)~~			58

^•~~2016 Long-Term Incentive Program (LTIP)~~			60

~~Section IV: Governance Features of Our Executive Compensation Programs~~

^•~~Stock Ownership and Trading Requirements~~			64

^•~~Recoupment (Clawback) Policy~~			65

^•~~Compensation Policies and Practices as They Relate to Risk Management~~			65

^•~~Tax Consequences~~			66

~~Appendix~~

^•~~2016 Adjusted(non-GAAP)~~ ~~Operating Earnings~~			~~A-1~~

^•~~2014 PShare Scorecard~~			~~A-2~~

^•~~2015 PShare Scorecard~~			~~A-2~~

www.exeloncorp.com 49

Table of Contents


46		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

Compensation Discussion & Analysis

~~Section I: Executive Summary~~

~~Business and Strategy Overview, Value Proposition and Performance Highlights~~

~~Business Overview~~

~~Exelon is composed of two primary businesses.~~

^•

~~Regulated Utilities~~: We have regulated operations that consist of six regulated utility subsidiaries, and serve approximately 10 million electricity and gas customers, more than any other company in the industry. In March 2016, we closed the $6.8 billion acquisition of PHI, which increased our investment in regulated assets consistent with our long-term strategy.

^•

~~Electric Generation~~: We also operate a generation business that comprises the largest competitive electric generation businesses in the country and largest competitive retail supply business serving wholesale, commercial, and industrial customers. More than 90% of our power production is carbon free, and we are the~~best-in-class~~ ~~operator in terms of outage days and operating costs.~~

~~Financial Strategy Overview~~

~~Exelon’s financial strategy centers on employing our competitive integrated business model to deliver stable growth, sustainable earnings and an attractive dividend.~~

^•

~~Stable, Visible Growth: We focus our growth capital expenditures toward regulated utility and long-term contracted assets that drive better than peer growth with high level of earnings visibility.~~

^•

~~Redeploying Cash Flows: We are redeploying the significant free cash flow from our competitive generation business to fund both outsized regulated utility growth and reduce outstanding debt at Exelon Generation.~~

^•

~~Attractive Dividend: We are committed to providing a robust and growing dividend, including 2.5% annual growth through 2018.~~

~~Exelon’s Value Proposition and Strategic Initiatives~~

The value proposition that we articulate for shareholders provides more granular insight into our long-term goals and the path to achieving them. We focus on five key strategic initiatives that will continue to drive strong operating and financial performance.

~~2016 Pay for Performance Highlights~~

~~Exelon successfully executed its strategy in 2016, which drove strong operational and financial performance and positioned us well for the future. Highlights included:~~

^•

~~Continued best in class operational performance across our nuclear fleet, and strong operational performance across our fossil and renewable fleets~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		47

~~Compensation Discussion & Analysis~~

^•

Continued growth at Exelon Utilities driven by increased distribution revenues across our utilities due to higher rates and increased capital investment as well as favorable weather and lower-than-normal storm activity

^•

~~Filed 9 rate cases to lay the foundation for continued strong performance within Exelon Utilities~~

^•

~~Acquired PHI, ConEdison Solutions’ retail electricity and natural gas business; acquisition of the James A. FitzPatrick nuclear power plant is pending~~

^•

Supported key policy initiatives that will help drive our long-term, sustainable success, including the New York clean energy regulations, the Illinois Future Energy Jobs Act, the White House Equal Pay Pledge and expanding our paid leave policies

The charts below illustrate the strong pay for performance alignment for Exelon’s CEO over the last three years, as his pay reflected in the summary compensation table increased 1.6% while Exelon’s stock price increased 29.57% between January 1, 2014 and December 31, 2016 and its TSR for 2014-2016 increased 45.3%.

~~Our strong fundamental performance has created value for our shareholders outperforming both the PHLX Utility Sector Index (UTY) and our peer group over the trailingone-~~ ~~and three-year time periods.~~


48		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation Discussion & Analysis~~

~~2016 Say On Pay Vote Outcome and Shareholder Engagement~~

The committee regularly reviews executive compensation. However, in response to the company’s 2016 advisory vote on executive compensation, which received only 38% support from shareholders, the compensation committee and management undertook an enhanced engagement program to solicit feedback from shareholders. As part of this process, Exelon contacted nearly 50% of our shareholder base and met with shareholders accounting for approximately 45% of Exelon’s shares outstanding.

Mr. Yves de Balmann, the new chairman of the compensation committee as of April 2016, led meetings and calls with shareholders accounting for approximately 45% of Exelon’s shares outstanding. The compensation committee considered the shareholder feedback from these engagement meetings and implemented a number of changes that were responsive to this feedback.

The breadth of the company’s outreach program enabled the compensation committee to speak with and consider feedback from a significant cross-section of Exelon’s shareholder base. Exelon’s engagement team met with governance professionals and portfolio managers from active funds as well as governance professionals from index funds, ranging from shareholders with positions as large as 7.6% of Exelon’s shares outstanding to those who own less than 1%.

The compensation committee took the opportunity to modify the compensation program at its July meeting in order to respond to the say-on-pay vote and implemented shareholder feedback immediately, including retroactively modifying the 2016 program in line with this feedback.

~~A summary of the shareholder outreach process is set forth below:~~

A summary of the key feedback that we received from shareholders and our responses to that feedback is outlined in the tables below. The refinements made to the compensation program are broadly designed to:

^•

~~Drive even closer alignment between executive compensation and company performance~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		49

~~Compensation Discussion & Analysis~~

^•

~~Further increase the rigor of the targets used within the program~~

^•

~~Enhance the link between incentive compensation and our value proposition~~

^•

~~Incorporate the current perspectives of our shareholders into the compensation program~~

~~Annual Incentive Program (AIP)~~

~~Changes implemented retroactively to awards granted for 2016:~~


~~Shareholder Feedback~~		~~Response~~
^• ~~2015 payout was above target when TSR lagged peers~~		^• ~~Future payouts capped at target if negative absolute TSR for 12 months~~
^• ~~Operational metrics are more appropriate for AIP than PShares~~		^• ~~Added operational metrics to AIP with a 30% weighting~~
^• ~~Individual Performance Multiplier (IPM) is discretionary~~		^• ~~Eliminated the IPM component~~

~~Long-term Performance Share Award Program (PShares)~~

~~Changes to be implemented retroactively where possible and in all future awards:~~


~~Shareholder Feedback~~		~~Response~~
^• ~~One-year~~ ~~performance periods are too short~~		^• ~~Moving PShare performance periods from annual to3-year~~ ~~through aphased-in~~ ~~process (reference transition table under “2016 Long-Term Incentive Program”)~~
^• ~~EPS metric overlaps with AIP and operational metrics are more appropriate in AIP than PShares~~		^• ~~Moved EPS and operational metrics from PShares to AIP in 2016; adopted new PShares financial metrics tied to our value proposition for 2017~~
^• ~~IPM is discretionary~~		^• ~~Eliminated the IPM component starting with the 2014-2016 performance periods paid in 2017~~
^• ~~TSR modifier for PShares does not have big enough impact~~		^• ~~Amended TSR modifier starting with the 2014-2016 performance periods paid in 2017~~ ^• ~~Moved from a stair-step approach to apoint-for-point~~ ~~approach~~ ^• ~~Removed limit on TSR modifier~~ ^• ~~Performance compared to the UTY instead of the four-company competitive integrated peer group~~ ^• ~~Future payouts capped at target if negative absolute TSR for the final 12 months of the measurement period~~

~~Other Compensation Program Changes Made for 2016 and 2017~~


~~Shareholder Feedback~~		~~Response~~
^• ~~Legacy excise taxgross-up~~ ~~on “golden parachute” arrangements~~		^• ~~Removed excise taxgross-up~~ ~~provisions for transactions resulting in change in control with no recompense for removal~~
^�� ~~Concern that goal-setting process is not rigorous and goals were not challenging~~		^• ~~Further enhanced and clarified goal setting process as described in this CD&A~~


50		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation Discussion & Analysis~~

~~January 2017 CEO Pay Determinations~~

In order to address shareholder concerns, the compensation committee and board were conservative in making decisions about 2016 payouts and setting 2017 pay targets despite exceptional earnings and TSR performance in 2016. In particular, the AIP award reduction specifically addresses shareholder feedback that last year’s incentive payouts were not aligned with TSR performance as discussed in the section “Total Cash Compensation (Base Salary and Annual Incentive Program).” The table below summarizes these decisions.


~~2016 AIP Award~~		~~Payout reduced from actual performance of 143.08% to 100%. For more information about the compensation committee’s rationale in reducing the 2016 AIP award please see pages 59-60.~~
~~2014-2016 PShare Payout~~		~~Three-year average performance was 117.68% with a TSR modifier of 0.64% for outperforming the UTY resulting in an overall payout of 118.43%.~~
~~2017 CEO Target Pay Setting~~		~~The compensation committee determined not to increase CEO pay targets from 2016, targeting total pay at $13 million which approximates the peer group median.~~

~~Compensation Program is Directly Linked to Value Drivers~~

~~As a result of the modifications that we have made to the compensation program, there will be an even stronger link between our NEOs’ incentives and Exelon’s value proposition.~~


~~Strategic Business Objective~~						~~Compensation Component or Metric~~
^• ~~Regulated utility growth with utility EPS rising 7-9% and rate base growth of 6.1% annually from 2016-2020~~						^• ~~Adjusted (non-GAAP) Operating EPS~~ ~~— Performance measure for the AIP~~ ^• ~~Utility Net Income~~ ~~— New metric for PShares granted in 2017 and later~~

^• ~~Strong free cash generation and maintaining a strong balance sheet will support utility growth~~						^• ~~Exelon FFO/Debt~~ ~~— New metric for PShares granted in 2017 and later~~
^• ~~Invest in utilities where we can earn an appropriate return~~						^• ~~Utility Return on Equity~~ ~~— New metric for PShares granted in 2017 and later~~
^• ~~Superior operational performance to support achievement of financial objectives~~						^• ~~Operational Metrics~~ ~~— Outage duration, outage frequency, net fleetwide capacity factor and dispatch match are performance measures for the AIP~~
^• ~~Create sustainable value for shareholders by executing business strategy~~						^• ~~Relative TSR~~ ~~— Modifier for PShares grants~~


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		51

~~Compensation Discussion & Analysis~~

~~Rigorous Targets and Robust Goal-Setting Process~~

The compensation committee aims to set targets that are challenging and continue to motivate and retain executives, while also driving short- and long-term success. Operational metrics are typically benchmarked at the top quartile or higher as compared to industry standards and financial metrics targets have historically been based on our internal business plans and external market factors. The compensation committee attempts to select metrics that are tied directly to the company’s current operational and financial strategies and are proven measures of long-term value creation.

~~Target-Setting for 2017~~

In 2017, Exelon enhanced its target-setting process to employ a multi-layer analysis that incorporates a blend of objective and subjective business considerations and other analytical methods in order to ensure that the goal-setting process is rigorous. We have also enhanced our disclosure regarding target-setting to better demonstrate for shareholders the rigor of the decision-making process.

~~Factors considered in this process include:~~

^•

~~Recent History: Goals should generally reflect a logical progression of results from recent past~~

^•

~~Relative Performance: Performance against a relevant group of peers~~

^•

~~Strategic Aspirations: Near- and intermediate-term goals should follow a trend line consistent with long-term aspirations~~

^•

~~Shareholder Expectations: Goals should be aligned with externally communicated financial guidance and shareholder expectations~~

^•

~~Sustainable Sharing: Earned awards should reflect a balanced degree of sharing between shareholders and participants~~

To ensure increased rigor within the goal-setting process for the financial metrics in the PShares, we independently ran statistical simulations to understand the level of difficulty of our payout range. We sensitized across a reasonable range of values for several internal and external variables that are significant drivers of performance. We also examined the level of deviation of performance from plan on a historical basis.

~~Example: 2017 EPS Target~~

As an example of the compensation committee’s focus on setting rigorous targets, the compensation committee decided to set the adjusted (non-GAAP) operating EPS AIP target for 2017 at a level higher than our actual performance in 2016 and above both our 2017 internal plan and the midpoint of our 2017 external financial guidance.


52		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation Discussion & Analysis~~

~~Section II: Key Drivers of Compensation Program~~

Guiding Principles

The following principles ~~help~~ guide and inform the ~~compensation committee in delivering~~Compensation Committee’s efforts to deliver a highly effective executive compensation ~~programs~~program that ~~drive~~drives shareholder value, operational performance, ~~mitigate risk,~~ and ~~foster~~fosters the attraction, motivation, ~~and retention~~ of ~~top leadership talent to enable the company to execute against its strategic business plan and ultimately deliver long-term shareholder value.~~

key talent.


We Manage for the Long-term The ~~board~~Board manages for the long-term and makes pay decisions that are in the best long-term interests of the ~~company~~Company and shareholders.	~~Strong~~ Alignment with Shareholders Compensation ~~Framework~~ ~~Our compensation framework~~ is ~~market-based and drives pay for~~directly linked to performance and ~~alignment~~is aligned with shareholders by having a majority of NEO pay at risk in ~~the form of annual incentives~~both short- and long-term ~~stock awards.~~incentives.	Extensive Shareholder Engagement We engage directly with shareholders and take responsive actions to improve our compensation programs based on year-round feedback from shareholders.

~~Competitiveness~~Market Competitive Our NEOs’ pay levels are set by taking into consideration multiple factors, including peer group market data, internal equity comparisons, experience, succession planning, performance and retention.	~~Robust~~ Stock Ownership Guidelines Executives are required to meet and maintain significant stock ownership requirements. ~~For~~Since 2016, our CEO’s requirement ~~was~~is 6X base salary, while other NEOs ~~were~~are 3X base salary.	Balance The portion of NEO pay at risk rewards the appropriate balance of short- and long-term financial and strategic business results.


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		53

Compensation ~~Discussion & Analysis~~

~~Compensation Governance Best Practices~~

~~What We Do~~

~~Pay for performance – 90% of CEO pay and an average of 81% of NEO pay is at risk~~

~~Significant stock ownership requirements for directors and executive officers – 6X base salary for CEO and 3X for other NEOs~~

~~Mitigate undue risk in compensation programs (e.g., incentive awards are capped)~~

~~Require double-trigger forchange-in-controlbenefits – change-in-control~~ ~~plus termination~~

~~Retain an independent compensation consultant to advise the compensation committee~~

~~Evaluate management succession and leadership development efforts annually~~

~~Provide limited, modest perquisites based on sound business rationale~~

~~Proactively seek shareholder feedback on executive compensation programs, reaching holders of approximately 50% of our shares in 2016~~

~~Prohibit hedging transactions, short sales, derivative transactions or pledging of company stock~~

~~Require executive officers to trade through10b5-1~~ ~~trading plans or obtainpre-approval~~ ~~before trading Exelon stock~~

~~Annually assess our programs against peer companies and best practices~~

~~Include appropriate stretch in incentive targets based on industry performance and/or Exelon’s business plan~~

~~Clawback incentive compensation paid to an executive who has engaged in fraud or intentional misconduct~~

~~What We Don’t Do~~

~~No guaranteed minimum payout of AIP or LTIP programs~~

~~No employment agreements~~

~~No excise taxgross-ups~~ ~~forchange-in-control~~ ~~agreements~~

~~No dividend-equivalents on unearned PShares~~

~~No inclusion of the value of LTIP awards in pension or severance calculations~~

~~No additional credited service under supplemental pension plans since 2004~~

~~No optionre-pricing~~ ~~or buyouts~~


54		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

~~Compensation Discussion & Analysis~~

Decisions - Roles of Board, Compensation Committee and CEO

●	CEO compensation decisions are made by the independent members of the Board, based on recommendation of the Compensation Committee.
●	Other NEO compensation decisions are made by the Compensation Committee, based on several factors including input from the CEO and the independent compensation consultant.

Setting Target Total Direct Compensation (TDC) for the CEO…

~~As stated in its charter, one~~One of the ~~compensation committee’s~~Compensation Committee’s most important responsibilities is to recommend the CEO’s compensation to the independent ~~directors.~~Directors of the Board. The ~~compensation committee~~Compensation Committee fulfills ~~its oversight responsibilities and provides thoughtful recommendations~~this responsibility by analyzing peer group compensation and performance data with its independent compensation ~~consultant and company performance data.~~consultant. The ~~compensation committee~~Committee also reviews the various elements of the CEO’s compensation in the context of the target ~~total direct compensation (base~~TDC which includes base salary, annual and long-term incentive target ~~opportunities)~~ opportunities.

…and ~~then presents its recommendations following the compensation governance process set forth below.~~

~~Roles of board, compensation committee, and CEO~~for Our NEOs

^• ~~CEO compensation decisions are made by the independent members of the board, based on recommendation of the compensation committee.~~

^•~~Other NEO compensation decisions are made by the compensation committee, based on a number of factors including input from the CEO and the independent compensation consultant.~~

^•~~The compensation committee is advised by an independent compensation consultant.~~

~~Setting Target TDC for our NEOs~~

The ~~compensation committee~~Compensation Committee uses a variety of data to gauge market competitiveness, including peer group data and regression ~~analysis, but~~analysis. TDC can vary based on competencies and skills, scope of responsibilities, the executive’s experience and performance, retention, succession planning and the organizational structure of the businesses (e.g., internal alignment and reporting relationships).

50 Exelon 2018 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

Peer Groups Used for Benchmarking Executive Compensation

An assessment of our executives’ compensation levels against our peer group is one of several considerations in the process of determining compensation for our NEOs. While we would prefer to focus on peers from the energy services industry, there are not enough~~comparably-sized~~ ~~companies to create a robust peer group. Therefore, we~~We use a blended peer group ~~consisting~~for assessing our executive compensation program that consists of twosub-groups: ~~Energy Services~~ energy services peers and ~~General Industry~~general industry peers. We use a blended peer group because (1) there are not enough energy services peers with size, scale and complexity comparable to Exelon to create a robust energy services-only peer group, and (2) Exelon’s market for attracting talent includes general industry peers, with recent key executives hired from companies such as Johnson & Johnson and Proctor & Gamble. When selecting general industry peers, we look for capital asset-intensive companies with size, scale and complexity similar to Exelon, and we also consider the extent to which they may be subject to the effects of volatile commodity prices similar to Exelon’s sensitivity to commodity price volatility. Exelon’s revenues are at the 85^thpercentile of the following blended peer group comprising 20 companies.

^•●

Energy Services– ~~We include 10~~Beginning in 2017, we included the following 11 energy services companies in our peer group even though 5seven of these companies had ~~2015~~2016 revenues that were less than half ~~the size~~ of ~~Exelon’s (prior to the PHI acquisition). These include:~~Exelon's revenues:

	American Electric Power Company, Inc.	Dominion Energy, Inc.	Duke Energy Corporation	Edison International		Entergy Corporation
~~AEP Co.,~~	FirstEnergy Corporation	NextEra Energy, Inc.	PG&E Corporation	~~Dominion Resources,~~Public Service Enterprise Group Inc.	~~Duke~~Sempra Energy ~~Corp.~~	~~Edison International~~	~~Entergy Corporation~~
~~FirstEnergy Corp.~~	The Southern Company	~~NextEra Energy, Inc.~~		~~PG&E Corp.~~	~~PSEG, Inc.~~	~~Southern Company~~

^•●

General Industry– ~~General~~Beginning in 2017, we included the following general industry peers ~~emphasize companies that are capital asset-intensive and may be subject to effects of volatile commodity prices. These include:~~in our peer group:

	3M Company
3M		~~Alcoa~~		Deere & Company	DowDuPont	~~DuPont~~	General Dynamics Corporation	Honeywell International Inc.
~~Hess Corporation~~	International Paper Company	~~Honeywell Co.~~Marathon Petroleum Company	Northrop Grumman Corporation	~~International Paper~~Valero Energy Corporation		~~Johnson Controls Inc.~~	~~Northrop Grumman~~

In 2017, a change was made to our general industry peer sub-group. Alcoa, Hess, and Johnson Controls were removed due to corporate transactions that significantly altered their comparability to Exelon. These companies were replaced with Marathon Petroleum and Valero Energy Corporation in the general industry peer group and Sempra Energy in the energy services peer group, which the Compensation Committee deemed to better reflect the overall composition and profile of the peer group.

To account for differences in the size of the compensation peer group companies, market data is statistically adjusted using a regression analysis by the Committee’s independent consultant allowing for a comparison of the compensation levels to similarly-sized companies. Each element of our NEOs’ compensation is then targeted to the median of the peer group. To the extent an NEO’s total compensation exceeds the peer group median, it is due to outstanding performance, critical skills, experience and tenure. If an NEO’s compensation is below the median, it is generally due to underperformance against relevant metrics or reflective of an individual who is newer in his or her role.

How ~~We Use~~ the Peer Group is used

^•●

AnAs an input in developing compensation targets and pay mix

^•●

~~Assessing~~To assess the competitiveness of compensation and benefit programs

^•●

Benchmarks for incentive program design

^•●

Benchmarks for stock ownership guidelines

www.exeloncorp.com 51


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		55

Table of Contents
Compensation Discussion & Analysis
2017 Say-on-Pay Vote Outcome and Shareholder Engagement
The Compensation Committee regularly reviews executive compensation, taking into consideration the input received through Exelon’s robust engagement program with its investors. Feedback is typically solicited throughout the year in connection with the annual meeting of shareholders and the Compensation Committee’s review of the executive compensation program.
During 2017, Exelon contacted the holders of nearly 50% of our outstanding shares, representing almost two-thirds of the Company’s institutional investors. We engaged with portfolio managers and governance professionals from a significant cross-section of our shareholder base, representing approximately 45% of Exelon’s outstanding shares. Mr. Yves de Balmann, Chair of the Compensation Committee, participated in most of the discussions held with shareholders, and feedback received was shared with the Compensation Committee, the Corporate Governance Committee, and the Board.
Feedback received in 2017 indicated that investors remain supportive of the extensive changes made to the executive compensation program in 2016. This support was reflected in our 2017 say-on-pay vote results. At the Company’s annual meeting of shareholders held in April 2017, approximately 86% of the votes cast on the Company’s say-on-pay proposal voted in favor of the proposal (up from approximately 38% in 2016). No additional substantive changes were made to the executive compensation program as a result of this feedback.
Actions Implemented in 2016 Demonstrate Responsiveness to Shareholders
Annual Incentive Plan (AIP) Long-Term Incentive Plan (LTIP)
✓Capped future payouts at target if absolute TSR is negative for 12 months
✓Moved operational metrics to AIP from PShare metrics to eliminate duplicate metrics used in LTIP
✓Eliminated the individual performance multiplier component
✓Changed PShare performance periods from annual to three-year periods to align with long-term strategic goals and initiatives and shareholder interests
✓Moved EPS and operational metrics from LTIP to AIP to parallel market practices and eliminate duplicate metrics used in annual and long-term plans; adopted new PShare financial and credit metrics connected with goal to support and drive utility performance
✓Amended TSR modifier to compare to UTY market index to more closely correspond with shareholder return experience, and capped payouts at target where TSR is negative for the final 12 months of the measurement period

52     Exelon 2018 Proxy Statement
Table of Contents
Compensation Discussion & Analysis
~~Section III: NEO~~ Compensation Decisions and Rationale
~~2016~~2017 Compensation Program Structure
The ~~compensation committee~~Compensation Committee designed Exelon’s ~~2016~~2017 compensation program to ~~incentivize~~motivate and reward leaders who create long-term value for our shareholders. The primary compensation elements ~~utilized~~include fixed and variable components that include:
^•
~~Base salary~~
^•
~~An annual incentive program (AIP)~~
^•
~~A long-term incentive program (LTIP) consisting of the PShares and Restricted Stock Units (RSUs)~~
~~Almost 78% of our CEO’s target total direct compensation is in the form of LTIP, which is almost 7 percentage points higher than the average CEO in our peer group.~~
The majority of compensation paid to our NEOs is tied to the achievement of short- and long-term financial and operational goals. Additionally, a significant portion is paid in the form of equity and all components except for salary are~~“at-risk.”~~
56 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Compensation Discussion & Analysis~~
~~Key components of our 2016 compensation program are listed below.~~
Pay
Element
~~Element~~
Form Performance
~~Period~~ ~~Performance Link~~ Purpose
Salary Cash Merit Based ~~N/A~~ ~~N/A~~ ~~Provide~~
●Provides portion of income ~~certainty~~stability at competitive, market-based levels ~~to attract and retain key talent~~
~~AIP~~ Annual
Incentive
Plan Cash
●1 Year
^•●Adjusted ~~(non-GAAP)~~ Operating EPS(70%)
^•Operational Goals(30%)
–   Outage Duration, Outage Frequency, Net Fleetwide
Capacity Factor, Dispatch Match
^•●TSR Cap if negative 1-year absolute TSR
~~Motivate~~
●Motivates executives to achieve key annual financial and operational objectives using adjusted operating EPS and operational goals that reflect commitment to become the leading diversified energy provider
●Aligns with shareholder interests by capping payouts at target if 1-year absolute TSR is negative
Long-Term
Incentive
Plan ~~LTIP~~Performance
Shares
(67%of LTIP) Cumulative
Performance
~~Performance~~
~~Share Units~~
~~(67% of LTIP)~~
2017-2019
Scorecard
~~Weighted~~
~~Average of~~
~~Performance~~
~~2016-2018~~
~~2016~~
~~Scorecard~~
^•●Utility Earned ROE ~~at Exelon (50%~~(33.3%)
^•   ~~FFO/Debt at ExGen (50%)~~●
~~Focus executives on driving long-term success and align interests of executives with shareholders~~
~~2017-2018~~
~~Scorecard~~
^•   ~~Utility Earned Return on Equity (33.3%)~~
^•Utility Net Income ~~(33.3%~~(33.3%)
^•●Exelon FFO/Debt ~~(33.4%~~(33.4%)
●Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship to drive behavior and align with shareholder interests
●Includes relative comparison of TSR to market index and caps payout at target if absolute TSR is negative to further align with shareholder interests
2017-2019
Modifier
~~2016-2018~~
~~Modifier~~
^•   ~~Relative~~●Point- for-point relative TSR Modifier ~~(3 year~~(3-year period)
^•●TSR Cap if negative 1-year absolute TSR
Restricted
Stock ~~Units~~

(33%of LTIP)
Vest One-Third
Per Year Over
3 Years
^•   ~~Stock Price~~
~~Enhance retention of key talent and align interests of executives with shareholders~~
~~2016~~www.exeloncorp.com     53
Table of Contents
Compensation Discussion & Analysis
2017 Target ~~Adjustments~~Compensation
In January, as part of the annual merit review, the compensation committee (and board of directors with respect to the CEO) approved a 2.5% increase in base salary for each executive officer effective March 1, 2016. Based on the market assessment for each NEO, which included peer group and regression data, no changes were made to target AIP or LTIP compensation. In April, the compensation committee increased Mr. Von Hoene’s target total direct compensation effective May 2, 2016 to reflect the importance of his role. Base salary was increased by 11.3%, AIP increased to 100% and target total LTIP increased from $2,297,625 to $2,920,000.
The table below lists the target ~~2016~~value of the compensation ~~by element~~elements for each NEO as of December 31, ~~2016.~~2017.
Cash Compensation Long-Term Incentives Target Total
Direct
Compensation
Name    Base    AIP
Target    Target
Total Cash    RSUs
33% of LTIP    PShares
67% of LTIP    Target Total
LTIP
Crane $1,261,000 130% $2,900,300 $3,332,901 $6,766,799 $10,099,700 $13,000,000
Thayer 807,900 95% 1,575,405 891,526 1,810,069 2,701,595 4,277,000
Von Hoene, Jr. 886,600 100% 1,773,200 963,864 1,956,936 2,920,800 4,694,000
Cornew 883,600 100% 1,767,200 963,204 1,955,596 2,918,800 4,686,000
O’Brien 824,700 95% 1,608,165 815,376 1,655,459 2,470,835 4,079,000

Cash Compensation Long-Term Incentives Target Total
Direct
Compensation
  Name Base AIP
Target Target
Total Cash RSUs
33% PShares
67% Target Total
LTIP
  Crane $ 1,261,000 130 % $ 2,900,300 $ 3,332,901 $ 6,766,799 $ 10,099,700 $ 13,000,000
  Thayer 788,200 95 % 1,536,990 891,333 1,809,677 2,701,010 4,238,000
  Von Hoene 865,000 100 % 1,730,000 963,600 1,956,400 2,920,000 4,650,000
  Cornew 862,000 100 % 1,724,000 962,940 1,955,060 2,918,000 4,642,000
  O’Brien 804,600 95 % 1,568,970 815,110 1,654,920 2,470,030 4,039,000
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 57
~~Compensation Discussion & Analysis~~
Total Cash Compensation (Base Salary and Annual Incentive Program)
~~2016~~2017 Base Salary Review and Adjustments
~~Overview~~~~. We pay base salaries to attract and retain talented executives and to provide a fixed level of cash compensation.~~ Base salaries for our NEOs are set by the ~~compensation committee~~Compensation Committee and adjusted following an annual market assessment of peer group compensation. Base salaries may be adjusted (1) as part of the annual merit review or (2) based on a promotion or significant change in job scope. The ~~compensation committee~~Compensation Committee considers the results of the annual market assessment in addition to the following factors when contemplating a merit review: individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters.
~~2016 AIP~~In January 2017, the Compensation Committee approved a 2.5% increase in base salary for each NEO (excluding the CEO) effective March 1, 2017, as part of its annual merit review.
~~Overview~~2017 Annual Incentive Program (AIP) Award Determinations~~. We grant performance-based annual incentive awards~~
In prior years, the AIP process included the application of an individual performance multiplier to ~~compensate our NEOs for achieving~~ the ~~company’s annual financial and operational performance goals. Refer to “Compensation Program is Directly Linked to Value Drivers” above for~~final award determination. Some shareholders voiced concern about the ~~rationale for the selection~~use of the discretionary individual performance ~~goals.~~multiplier, so this multiplier was removed in 2016 for AIP payout determinations made in 2017.
Accordingly, for 2017 the Compensation Committee used the following process to determine 2017 AIP awards for each NEO:
Step
1 Step
2 Step
3
Step
4

~~Step 1~~ ~~Step 2~~ ~~Step 3~~ ~~Step 4~~

Set AIP Target
Determine Performance Factor
Determine Negative TSR Cap ^•Apply Final Multiplier
●Expressed as percentage of base salary, as of 12/31/1617
●^•CEO annual incentive target of 130%
●^•Other NEO annual incentive targets range from 95% to 100%
~~Determine Performance Factor~~●
^•Based on 70% adjusted(non-GAAP) operating EPS and 30% operational metrics*metrics
Determine Negative TSR Cap*●
^•If~~one-year~~ Exelon’s absolute TSR for the year is negative, AIP payout will be capped at target (100%)
~~Apply Final Multiplier~~●
^•Multiply the target award by the lesser of (i) the performance factor or (ii) the negative TSR cap if applicable
●^•Award can range from 0% to 200% of target (target of 100%)
* ~~New feature for 2016 added in response to shareholder feedback~~
~~In prior years, the AIP process included an additional step to apply an individual performance multiplier. Some shareholders voiced concern about the use~~54     Exelon 2018 Proxy Statement
Table of ~~the discretionary IPM, so it was removed from current and future AIP payout determinations.~~Contents
58 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
Compensation Discussion & Analysis
~~2016~~2017 Performance.The following table ~~describes~~includes the threshold, target, and distinguished or maximum performance ~~scales~~goals and results ~~for the 2016 goals. The compensation committee and board of directors elected to exercise negative discretion to reduce the amount that would otherwise have been payable~~achieved under the ~~formulaic performance calculation shown below:~~2017 annual incentive plan (AIP).
Goals Threshold Target Distinguished 2016 Actual Weighting
Weighted Payout as
a % of Target
   Threshold    Target    Distinguished    Weighting    Weighted
Payout as a
% of Target
Financial

Adjusted (non-GAAP) OperatingEarnings Per Share (EPS)* $ 2.37 $ 2.54 $ 2.83 $ 2.68 70 % 103.79 %
Operational

Financial (70%)
Adjusted (non-GAAP)
Operating Earnings Per Share (EPS)*
70% 42.37%
Operational (30%)
Outage Duration (CAIDI)
Calculated as the total number of customer interruption minutes divided by the total number of customer interruptions
97 89 83 91 7.5 % 6.56 % 7.5% 12.86%
Outage Frequency (SAIFI)
Calculated as the total number of customer interruptions divided by the total number of customers served
0.92 0.82 0.71 0.78 7.5 % 10.23 % 7.5% 15.00%
Net Fleetwide Capacity Factor
The weighted average of the capacity factor of all Exelon nuclear units, calculated as the sum of net generation in megawatt hours divided by the sum of the hourly annual mean net megawatt rating, multiplied by the number of hours in a period
91.7 % 93.7 % 94.6 % 94.8 % 7.5 % 15.00 %
Net Fleetwide Capacity Factor
The weighted average of the capacity factor of all Exelon nuclear units, calculated as the sum of net generation in megawatt hours divided by the sum of the hourly annual mean net megawatt rating, multiplied by the number of hours in a period** 7.5% 11.49%
Dispatch Match
Measure the responsiveness of a fossil generating unit to the market
94.5 % 97.2 % 99.0 % 97.2 % 7.5 % 7.50 % 7.5% 15.00%
Formulaic Performance Calculation
Formulaic Performance Calculation

143.08 % 96.72%
* Refer to Appendix at A-1 for ~~the~~our rationale for using ~~and~~ a reconciliation of adjusted(non-GAAP) operating earnings per share to GAAP earnings per share.
** Starting in 2017 we introduced a capping feature on Net Fleetwide Capacity Factor to account for the lower spot pricing for energy and to ensure that this metric is self-funding. For every incremental dollar the Company makes after achieving target performance, participants receive half.
Performance ~~Considerations~~Considerations.. During our outreach several shareholders expressed concern about our AIP outcome for 2015, in which we awarded our NEOs a payout of 129.63% despite absolute TSR being negative. Based on this feedback, the compensation committee considered the company’s combined performance during 2015 and 2016 when determining the 2016 AIP award levels.
~~Absent the exercise of discretion by the compensation committee and board of directors, the~~The AIP payout ~~would have resulted in a payout of 143.08%~~was calculated at 96.72% of target, ~~which we believe would have been appropriate in a year where we:~~
based on the following performance outcomes:
^•● achieved outstanding operational performance on the four metrics, including best-in-class performance for Nuclear Fleetwide Capacity Factor and best-ever SAIFI performance;
●
~~exceeded the midpoint of our upwardly revised external EPS guidance range ($2.65) by 3 cents and the midpoint of our initial external EPS guidance range ($2.55) by 13 cents,~~
^•
had an absolute TSR of ~~32.8%~~15.1%,
outperforming the UTY; and
● delivered solid financial performance on operating EPS at $2.60, which would have been $2.69 if the 2017 ZEC credits revenue recognition was not postponed to 2018 as explained on page 46.
^•
~~had a relative TSR that outperformed the UTY by 15.4%, and~~
^•
~~were ranked second highest TSR in the UTY.~~
~~However,~~In determining the ~~compensation committee~~final payout for all NEOs (including the CEO), the Compensation Committee and ~~board of directors considered the impact~~Board concluded that this ~~year’s structural changes would have had on~~was the ~~CEO’s payouts if these changes had been~~appropriate payout to reflect overall financial and operational performance. Furthermore, the Committee and Board decided to not adjust 2017 performance for the loss of 9 cents attributable to ZEC credits that were carried forward to 2018, even though those credits were included in ~~place for 2015. In this scenario,~~ the ~~payout for 2015 would have been capped at 100%. If we deducted~~2017 target of $2.75. This 2017 target was 7 cents above the ~~difference from this year’s formulaic AIP outcome it would have resulted in an AIP payout~~2016 actual operating EPS.
www.exeloncorp.com     55
Table of ~~114.18% of target for 2016.~~Contents
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 59
Compensation Discussion & Analysis
The compensation committee and board of directors also considered how the CEO’s total direct compensation (i.e., the sum of base salary, AIP and LTIP) would have been impacted if the changes made to the LTIP had been in place for 2016. Balancing this impact with a number of other factors, including the CEO’s strong performance in 2016 and accompanying strong financial results and shareholder return, the compensation committee and board of directors decided to set the CEO’s AIP for 2016 at 100% of target.
In addition to impacting the AIP payout, the discretion used on the CEO’s award also impacts his pension value. The application of negative discretion resulted in a 35% or $971,581 reduction in the increase in his pension value. As a result, instead of an $2,807,792 increase, his pension value increased by $1,836,211 in 2016.
The following table shows how the formula was applied and the actual amounts awarded. The Compensation Committee made no changes to the NEOs targets for AIP.
NEO AIP Target Formulaic
Performance
Factor Actual
Award
Crane $1,639,300         96.72%         $1,585,531
Thayer 767,505 96.72% 742,331
Von Hoene, Jr. 886,600 96.72% 857,520
Cornew 883,600 96.72% 854,618
O’Brien 783,465 96.72% 757,767

NEO    AIP Target    Formulaic
Performance
Factor    Formulaic
Award    Performance
Factor with
Negative
Discretion    Actual
Award
Crane
   $ 1,639,300    143.08 %    $ 2,345,510    100.00 %    $ 1,639,300
Thayer
   748,790    143.08 %    1,071,368    —    1,071,368
Von Hoene
   865,000    143.08 %    1,237,642    —    1,237,642
Cornew
   862,000    143.08 %    1,233,350    —    1,233,350
O’Brien
   764,370    143.08 %    1,093,660    —    1,093,660
~~2016~~2017 Long-Term Incentive Program (LTIP)
The ~~compensation committee approves the annual~~Compensation Committee annually grants equity incentive ~~grants~~awards at its meeting in ~~January each year.~~January. On January ~~25, 2016,~~30, 2017, the ~~compensation committee~~Compensation Committee approved ~~the 2016 grants for RSUs~~awards of restricted stock units (RSUs) and ~~PShares, which are~~performance shares (PShares) shown in detail in the Grants of Plan-Based Awards ~~table.~~table on page 65.
Restricted Stock Units.RSUs vest ratably over three years. The compensation committee believes that RSUs provide stability, foster retention and less volatility than other forms of LTI such as stock options, but are still linked to changes in shareholder value. Dividend equivalents with respect to RSUs are reinvested as additional RSUs, subject to the same vesting conditions as the underlying RSUs.
Performance Share Units. ~~The PShare program~~A target number of PShares is ~~a target~~ granted, at the ~~beginning~~earning of ~~a three-year cycle and based~~which is contingent on performance ~~over~~for the ~~cycle. The final payout~~subsequent three-years. Performance measures for the currently open cycles are summarized in the tables below. In addition to these financial measures, any earned award is subject to a total shareholder return modifier ~~over the three-year period,~~to compensate for relative toperformance achieved against the performance of the ~~UTY. Refer to “Compensation Program is Directly Linked to Value Drivers” above~~UTY index. See page 53 for the rationale ~~for~~behind the selection of the performance ~~goals.~~goals used for PShares.
56     Exelon 2018 Proxy Statement
60 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
Table of Contents
Compensation Discussion & Analysis
Performance Share (PShare) Award Determinations
~~Based on shareholder feedback, we are transitioning from the average of threeone-year~~ ~~performance periods to a three-year performance period as shown below:~~

   2014 2015    2016 2017 2018 2019
2014-2016
Operational Excellence (40%)
Financial Management (60%)

Operational Excellence (40%) Financial Management (60%)



Earned ROE at Exelon (50%)
FFO/Debt at ExGen (50%)



Average of three years of performance

2015-2017    Operational Excellence (40%) Financial Management (60%)
Earned ROE at Exelon (50%)
FFO/Debt at ExGen (50%)

Utility Net Income (33.3%)
Utility Earned ROE (33.3%)
Exelon FFO/Debt (33.4%)


Average of three years of performance

2016-2018

Earned ROE at Exelon (50%)
FFO/Debt at ExGen (50%)

Utility Net Income (33.3%)
Utility Earned ROE (33.3%)
Exelon FFO/Debt (33.4%)


Weighted average of two performance periods

2017-2019

Utility Net Income (33.3%)
Utility Earned ROE (33.3%)
Exelon FFO/Debt (33.4%)

      Straight performance, no average
~~How the PShares Work.~~ ~~Each NEO’s target performance share unit award is applied against the following:~~
~~Step 1~~
~~Step 2~~
~~Step 3~~
~~Step 4~~
~~Step 5~~
~~Establish PShare Target~~
^•  ~~Set in January of the first year of the performance cycle~~
~~Determine Performance Multiplier~~
^•  ~~Performance over the cycle~~
^•  ~~Performance can range from 0% to 150% of target (target of 100%)~~
~~Determine TSR Modifier~~
^•  ~~Subtract the performance of the UTY from Exelon’s absolute TSR performance over the three-year performance period (e.g., 2016-2018)~~
~~Calculate Final Multiplier~~
^•  ~~Multiply the Performance Multiplier by (1 + the TSR Multiplier)~~
^•  If~~one-year~~ Exelon absolute TSR is negative, PShare payout will be capped at target*
~~Apply Final Multiplier~~
^•  ~~Apply the final multiplier to the number of shares granted~~
^•   ~~Award can range from 0% to 200% of target (target of 100%) after application of the TSR modifier~~
* ~~New feature for 2016 added in response to shareholder feedback~~
In prior years, the PShare determination process included ~~an additional step to apply~~the application of an individual performance ~~multiplier.~~multiplier to the final award determination. Some shareholders voiced concern about the use of the discretionary ~~IPM,~~individual performance multiplier, so itthis multiplier was ~~removed from future~~not applied to PShare payout ~~determinations.~~determinations made in 2017.
~~Exelon Corporation~~~~Notice of~~Accordingly, the ~~Annual Meeting and 2017 Proxy Statement~~ 61
Compensation ~~Discussion & Analysis~~Committee uses the following process to determine PShare targets and awards:
Step Step Step Step Step
1
    2
    3
    4
    5

Establish PShare Target
Target set in January of the first year of the performance cycle
Determine Performance Multiplier
Based on performance achieved over the cycle
Performance can range from 0% to 150% of target (target of 100%)
Determine TSR Modifier
Subtract the performance of the UTY from Exelon’s absolute TSR performance over the three-year performance period (e.g., 2017-2019) Calculate Final Multiplier
Multiply the performance multiplier by (1 + the TSR multiplier)
If Exelon’s absolute TSR for the final 12 months of the measurement period is negative, PShare payout will be capped at target
Apply Final Multiplier
Apply the final multiplier to determine the number of shares issued
Award can range from 0% to 200% of target (target of 100%) after application of the TSR modifier
2015-2017 PShare Program Payout Determination
~~2016-2018 PShare Scorecards~~
~~Due to the transition to~~The Compensation Committee approved a ~~three-year performance period, the 2016-2018 PShares granted in January 2016 will be awarded~~payout of 111.25%, based on the ~~weighted~~ average performance of 117.03% for ~~two scorecards,~~the 2015, 2016 and ~~2017-2018.~~
2017 scorecards and a TSR modifier of negative 4.94% based on 2015-2017 TSR performance. The 2015, 2016 ~~PShare Scorecard~~
~~The table below reflects~~and 2017 scorecards are presented in the ~~2016 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels. Performance was evaluated~~Appendix at A-2; the ~~end of 2016. The 2016 scorecard applies to the first year of the 2016-2018 PShare program, the second year of the~~ 2017 award payout calculation is presented below:
Year Scorecard
Performance Average
Performance TSR
Modifier Overall
Award Payout
2015        122.48%
2016 125.00%        117.03%        -4.94%        111.25%*
2017 103.61%
*
117.03% X (100%-4.94%)
2015-2017 ~~PShare program~~TSR Modifier and ~~the final year of the 2014-2016 PShare program.~~

2016 PShare Scorecard
Metrics
Metric
Weighting
   Threshold    Target    Distinguished    Final Score    Actual
Award vs.
Metric
Weighting
Exelon ROE
   50.0 %    6.60 %    7.05 %    7.50 %    8.08 %    75.0 %
ExGen FFO/Debt
   50.0 %    27.0 %    30.0 %    38.01 %    33.7 %    50.0 %

Committee-Approved
Performance
   125.00%
~~2017-2018 PShare Scorecard~~Cap Determination
The table below reflects the 2017-2018 PShare Scorecard. FFO/Debt uses a “stair-step” approach with no interpolation between data performance levels, where Utility Return on Equity and Utility Net Income use interpolation. Performance will be evaluated at the end of 2018 after the completion of the~~two-year~~ ~~performance period. This is part of the transition to the three-year performance period.~~
~~Utility Earned ROE~~ ~~Utility Net Income~~ ~~Exelon FFO/Debt~~
^•  ~~Average utility return on equity weighted on the basis of EPS contribution~~
^•  ~~Measure of the company’s ability to generate earnings in relation to the amount of equity shareholders have invested in the company~~

^•  ~~Aggregate utility adjusted(non-GAAP)~~ ~~operating earnings, including Corporate~~
^•  ~~Internal measure to evaluate the company’s performance and manage operations~~
^•  ~~Funds from operations to total debt ratio~~
^•  ~~Leverage ratio that a credit rating agency uses to evaluate a company’s financial risk~~
~~2017-2018 PShare Scorecard~~

Metrics (1)    Metric
Weighting    Threshold
50%    Target
100%    Distinguished
150%
Utility Net Income
   33.3 %    $ 1,362.00    $ 1,571.00    $ 1,785.00
Utility Earned Return on Equity (ROE)
   33.3 %    8.20 %    9.30 %    10.40 %

Metric (2)    Metric
Weighting    Threshold
50%    75%    Target
100%    125%    Distinguished
150%
Exelon FFO/Debt
   33.4 %    ³ 16.0 %    ³ 17.0 %    ³ 18.0 %    ³ 22.0 %    ³ 24.0 %
⁽¹⁾
~~Interpolation between threshold and target and target and distinguished.~~
⁽²⁾
~~Stair-step approach, no interpolation between points.~~
62 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Compensation Discussion & Analysis~~
~~Payout of 2014-2016 PShare Program~~
~~The 2014-2016 PShare payout was determined based on the performance of the following metrics:~~
~~Financial Management Metrics (2014, 2015, and 2016 Scorecards)~~
^•
~~Exelon ROE: Measures the company’s ability to generate earnings in relation to the amount of equity shareholders have invested in the company.~~
^•
~~ExGen FFO/Debt: Key ratio analyzed by rating agencies in determining the company’s credit rating, which affects our cost of capital.~~
~~Operational Excellence Metrics (2014 and 2015 Scorecards)~~
^•
~~Outage Duration: Calculated as the total number of customer interruption minutes divided by the total number of customer interruptions. Applies to BGE, ComEd, and PECO for a total of three metrics.~~
^•
~~Outage Frequency: Calculated as the total number of customer interruptions divided by the total number of customers served. Applies to BGE, ComEd, and PECO for a total of three metrics.~~
^•
~~Net Fleetwide Capacity Factor~~: The weighted average of the capacity factor of all Exelon nuclear units, calculated as the sum of net generation in megawatt hours divided by the sum of the hourly annual mean net megawatt rating, multiplied by the number of hours in a period.
^•
~~Dispatch Match: Measure the responsiveness of a fossil generating unit to the market.~~
~~Based on shareholder feedback, in 2016 the compensation committee moved operational metrics from the PShare program to the AIP.~~
~~2014-2016 TSR Modifier~~
~~In order to~~To address shareholder concerns received in 2016, the following modifications were made to the TSR ~~modifier:~~modifier and a TSR cap was added:
●^•Changed TSR modifier peer group from the competitive integrated companies (Entergy, FirstEnergy, NextEra Energy, and PSEG) to the UTY
●^•Changed to apoint-for-point approach, where the UTY’s absolute TSR performance is subtracted from Exelon’s absolute TSR over the three-year period
●^•The modifier is no longer capped (positive or negative)
●Cap payout at target if TSR is negative for the final 12 months of the measurement period
^•For the ~~2014-2016 cycle,~~2015-2017 performance period, the TSR modifier ~~is limited to positive 10% to mitigate any gain that~~was 18.98% for Exelon minus 23.92% for the ~~new~~UTY, resulting in a TSR modifier ~~might have over the old modifier~~
^•  Ifof negative 4.94%. Exelon’s 2017 one-year absolute TSR ~~is negative, the overall payout after calculated performance and~~was 15.11% so the TSR ~~modifier would be capped at target, regardless of Exelon’s performance to the UTY~~
~~The modifier for the 2014-2016 payout is~~
~~45.34% – 44.70% = 0.64%~~
cap was not applicable.

www.exeloncorp.com     57
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 63
Table of Contents
Compensation Discussion & Analysis
~~2014-2016 PShare Program Payout Determination~~
The compensation committee approved a payout of 118.43%, based on the average performance of 117.68% for the 2014, 2015 and 2016 scorecards and a TSR modifier of 0.64% based on 2014-2016 TSR performance. The 2014 and 2015 scorecards are presented in the Appendix; the 2016 scorecard is presented above under “2016-2018 PShare Scorecards.”

Year



Scorecard
Performance


Average
Performance



TSR Modifier



Overall Award Payout

2014

105.56%
   117.68%    0.64%
118.43%

117.68% x (100%+0.64%)
2015

122.48%

2016

125.00%

The following table shows how the formula was applied and the actual amounts awarded.
NEO Target
Shares Performance
Factor Actual
Award
Crane 176,221 x 111.25% = 196,046
Thayer        48,455               x               111.25%               =               53,906
Von Hoene, Jr. 53,112 x 111.25% = 59,087
Cornew 52,359 x 111.25% = 58,249
O’Brien 44,307 x 111.25% = 49,292

NEO    Target
Shares          Performance
Factor          Actual Award
Crane
   222,700    x    118.43 %    =    263,744
Thayer
   62,200    x    118.43 %    =    73,663
Von Hoene
   60,800    x    118.43 %    =    72,006
Cornew
   66,700    x    118.43 %    =    78,993
O’Brien
   56,600    x    118.43 %    =    67,031
~~Settlement~~Because all of ~~PShares is 50% in shares with~~ the ~~balance in cash. However, participants who~~NEOs have achieved 200% or more of their stock ownership targets (as described on page 59), all of their PShare awards were settled in cash. For participants who have not achieved 200% of their stock ownership target, ~~as of September 30 of the year prior to payout have the option of settling the award (a) entirely in stock, (b) entirely in cash, or (c)~~PShare awards are settled half in shares of Exelon common stock and half in cash.
Robust Goal-Setting Process and Rigorous Targets
The Compensation Committee strives to set challenging operational and financial performance targets that drive and motivate executives to achieve short- and long-term success and to help ensure key talent is retained. The Compensation Committee selects metrics that are directly tied to the Company’s operational and financial strategies and are proven measures of long-term value creation. Operational targets are benchmarked and set at the top quartile or higher as compared to industry standards. Financial targets are based on our internal business plans and external market factors.
Goal-Setting for 2018
Exelon’s 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:
●Recent History:Goals generally reflect a logical progression of results from the recent past
●Relative Performance:Performance is evaluated against a relevant group of the Company’s peers
●Strategic Aspirations:Near- and intermediate-term goals follow a trend line consistent with long-term aspirations
●Shareholder Expectations:Goals are aligned with externally communicated financial guidance and shareholder expectations
●Sustainable Sharing:Earned awards reflect a balanced degree of shared benefits between shareholders and participants
To ensure adequate rigor for the financial targets applicable to the PShares, we conducted statistical simulations to understand the level of difficulty of our payout range. We also conducted a sensitivity analysis of reasonable value ranges for several internal and external variables that are significant drivers of performance. We also examined historical levels of deviation of Company performance compared to plan.
Example: AIP Goal Rigor
The Compensation Committee set the adjusted (non-GAAP) operating EPS AIP target for 2018 at a level significantly higher than the Company’s actual performance in 2017, which is generally aligned with the midpoint of our publicly disclosed 2018 financial guidance. For 2018, maximum targets were set at levels that outperform Company historical performance for three of the four operational metrics:
●best-ever for Dispatch Match
●best-ever for Nuclear Fleetwide Capacity Factor
●best-ever for outage frequency results (best-in-class)
●first decile of industry standards for outage duration goals
58     Exelon 2018 Proxy Statement
Table of Contents
Compensation Discussion & Analysis
PShare Goal Setting
The three-performance metrics underlying the 2018-2020 PShare awards include the following:
Utility Earned ROE
(33.3%) Utility Net Income
(33.3%) Exelon FFO/Debt
(33.4%)
Average utility ROE weighted by year-end rate base Aggregate utility adjusted (non-GAAP) operating earnings, including Corporate Funds from operations to total debt ratio
The Utility Return on Equity (ROE) and Utility Net Income use interpolation between threshold, target, and distinguished levels of performance whereas the Funds From Operations (FFO)/Debt metric uses a “stair-step” approach with no interpolation between the performance levels. Performance will be evaluated at the end of 2020 after the completion of the three-year performance period. This is part of the transition to the three-year performance period.
PShare targets were set based on external commitments and/or probabilistic modeling. The performance scale range for the Utility Net Income and Utility ROE metrics was based on the following probability levels of achievement: 95% for threshold and 5% for distinguished and the target is aligned with projected performance. The target for Exelon FFO/Debt metric is aligned with the expectations of credit rating agencies.
~~Section IV:~~ Governance Features of Our Executive Compensation Programs
Stock Ownership and Trading Requirements
To strengthen the alignment of ~~executives’~~executive interests with those of shareholders, officers of the ~~company~~Company are required to own certain amounts of Exelon common ~~stock. In 2012, following the merger with Constellation, Exelon reviewed the ownership requirements and updated the guidelines. Executives must meet these guidelines within five years after~~stock by the later of (1) five years following an adjustment made to the ~~implementation of the new~~ guidelines ~~their~~(last adjustments made in 2012) or (2) his or her employment or promotion to a new position. As of the annual measurement date of September 30, ~~2016,~~2017, all NEOs had exceeded 200% of their stock ownership guidelines as shown in the ~~table below:~~
following chart:
Crane Thayer Von Hoene, Jr. Cornew O’Brien
~~NEO~~
~~Required Minimum~~
~~Ownership~~
~~Ownership as of~~
~~Sept 30, 2016~~
~~Crane~~
~~6 times base salary~~
~~256% (of 6x)~~
~~Thayer~~
~~3 times base salary~~
~~306% (of 3x)~~
~~Von Hoene~~
~~3 times base salary~~
~~297% (of 3x)~~
~~Cornew~~
~~3 times base salary~~
~~230% (of 3x)~~
~~O’Brien~~
~~3 times base salary~~
~~255% (of 3x)~~

The following types of ownership count towards meeting the stock ownership guidelines: restricted shares and restricted stock units, shares held in the Exelon Deferral Plan, dividend reinvestment plan, 401(k) Employee Savings Plan, and common shares beneficially owned directly or indirectly. For additional ~~information~~details about ~~Exelon’s~~NEO stock ownership, ~~guidelines,~~ please see ~~Stock Ownership Requirements for Directors and Officers and~~ the Beneficial Ownership ~~Table.~~Table on page 77.
64 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Compensation Discussion & Analysis~~
Exelon ~~has adopted a policy requiring~~requires executive vice presidents and ~~higher officers~~above who wish to sell Exelon common stock to do so only through ~~Rule10b5-1~~the adoption of a stock trading ~~plans, and permitting other officers to enter into such plans.~~plan meeting the requirements of SEC Rule 10b5-1(c). This requirement is designed to enable officers to diversify a portion of their holdings in excess of the applicable stock ownership requirements in an orderly manner as part of their ~~retirement and tax planning activities.~~personal financial plans. The use ofRule 10b5-1 stock trading plans serves to reduce the ~~risk~~risks that ~~shareholders~~such transactions will ~~view routine portfolio diversification stock sales by executive officers~~be viewed negatively or as ~~a signal of negative expectations~~commentary with respect to the future value of Exelon’s stock. In addition, the use of Rule10b5-1 stock trading plans ~~reduces~~are believed to reduce the potential for accusations of trading on the basis of material,non-public information, which could damage the reputation of the ~~company.~~Company. Exelon’s stock trading policy does not permit short sales, hedging or pledging.
www.exeloncorp.com     59
Table of Contents
Compensation Discussion & Analysis
Recoupment (Clawback) Policy
Consistent with ~~thepay-for-performance~~ ~~policy, in May 2007,~~developing best practices, the ~~board~~Board of ~~directors adopted a~~Directors recently revised its recoupment policy ~~as part~~to broaden the discretionary ability to clawback incentive compensation when deemed appropriate. Under the policy, the Board has sole discretion to recoup incentive compensation if it determines that:
●the incentive compensation was based on the achievement of ~~Exelon’s Corporate Governance Principles.~~ financial or other results that were subsequently restated or corrected;
●the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction;
●a lower incentive plan award would have been made to the participant based on the restated or corrected results; and
●recoupment is not precluded by applicable law or employment agreements.
The ~~board of directors~~Board or Compensation Committee may also seek ~~recoupment of~~to recoup incentive compensation paid or payable to ~~an executive officer~~current or former incentive plan participants if, ~~the board determines,~~ in its sole discretion, the Board or Compensation Committee determine that:
●
^•
~~the executive officer engaged in fraud or intentional misconduct;~~
^•
~~as a result of which Exelon was required to materially restate its financial results;~~
^•
~~the executive officer was paid more incentive compensation than would have been payable had the financial results been as restated;~~
^•
~~recoupment is not precluded by applicable law or employment agreements; and~~
^•
~~the board concludes that, under the facts and circumstances, seeking recoupment would be in the best interest of Exelon and its shareholders.~~
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.
In addition, the ~~AIP includes a provision~~terms of the annual incentive plan provide that the ~~compensation committee~~Compensation Committee and management may curtail awards if there is a “significant event,” which is defined as a single, high-profile event caused by a failure of Exelon that is determined to have been directly or indirectly caused by a human error or poor management attention. Significant events may include a single high-profile outage or another event that may result in negative customer and media impact or a significant adverse governmental or regulatory action. The ~~compensation committee~~Compensation Committee may also ~~has the right to~~ apply negative discretion to unvested equity incentive awards if ~~there is~~ a significant event or other occurrence ~~that may~~is determined to have a similar impact on the ~~company.~~Company. Similarly, the terms of the long-term incentive plan provide that the Compensation Committee may amend or adjust the performance measures or other terms and conditions of outstanding awards in the event of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.
Risk Management Assessment of Compensation Policies and Practices ~~as They Relate to Risk Management~~
The Compensation Committee reviews Exelon’s compensation ~~committee has considered Exelon’s~~ policies and practices ~~of compensating its employees, includingnon-executive~~ ~~officers,~~ as they relate to the Company’s risk management practices and risk-taking ~~incentives~~incentives. In 2017, the Compensation Committee partnered with Exelon’s Enterprise Risk Management group to apply the enterprise risk management policy and framework to the compensation risk assessment process to assess and validate that the controls in place continued to mitigate incentive compensation risks. Following this assessment, the Committee believes that ~~such~~its compensation policies and practices are not reasonably likely to have a material adverse effect on Exelon. In this regard, the ~~compensation committee~~Compensation Committee considered the following ~~factors:~~compensation program features in place to balance the degree of risk taking:
●the annual incentive plan includes multiple incentive performance measures with a balance of financial and non-financial metrics;
●long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements;
●incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight;
●total compensation pay mix includes effective and market aligned balance of short- and long-term incentive compensation elements;
●incentive compensation is balanced by formulaic and discretionary funding;
●short- and long-term incentive awards contain award caps or modifiers;
●reasonable change-in-control and severance benefits are within common norms;
●clawback provisions exceed regulatory mandates; and
●consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes.
60     Exelon 2018 Proxy Statement
Table of Contents
^•
~~The AIP and LTIP place limits on incentive compensation grants and awards.~~
^•
~~Exelon’s incentive programs are closely linked to the company’s value proposition and shareholder value creation.~~
^•
~~Incentive goals are not driven solely by revenue-generating conduct.~~
^•
The AIP key performance indicators are reviewed in a challenge session by a senior management panel to make sure the goals are fair, reasonable, aligned with the overall business plan and balanced between financial and operational excellence.
^•
The AIP contains features that limit payouts on operating company and business unit key performance indicators, and the compensation committee reserves the right to curtail awards if a business unit under-performs.
^•
~~Exelon’s officers are required to own Exelon stock, and PShares are paid out after a three-year performance period.~~
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 65
Compensation Discussion & Analysis
^•
The LTIP provides that the compensation committee may amend or adjust the performance measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the company or its financial statements or changes in law or accounting principles.
^•
~~The company has a recoupment policy.~~
Although the foregoing factors address financial risks, the compensation committee also considered that Exelon’s policies and practices include measures to make sure that the cost reduction and other goals designed to address financial performance do not present significant operational risk issues. These measures include the following:
^•
~~For employees and all officers with business unit responsibilities, the AIP includes measures based on business unit operating measures, such as safety and reliability.~~
^•
~~Management carefully tracks a variety of safety and reliability metrics on a routine basis to make sure that performance is not adversely affected by such things as cost reduction efforts.~~
Tax Consequences
Under Section 162(m) of the Internal Revenue Code (Code) applicable for tax years beginning before December 31, 2017, executive compensation in excess of $1 million paid to a CEO or other person among the three other highest compensated officers (excluding the CFO) is generally not deductible for purposes of corporate federal income taxes. However, qualified performance-based compensation, within the meaning of Section 162(m) and applicable regulations, remains deductible. ~~The compensation committee intends to continue reliance on performance-based compensation programs, consistent with sound executive compensation policy. The compensation committee’s~~Historically, the Compensation Committee’s policy has been to seek to cause executive incentive compensation to qualify as “performance-based” in order to preserve its deductibility for federal income tax purposes to the extent possible. ~~However, the compensation committee reserves the right to approve compensation that may not be deductible under federal tax laws to maintain flexibility in designing appropriate compensation programs.~~
Because it is not “qualified performance-based compensation” within the meaning of Section 162(m), applicable for tax years beginning before December 31, 2017, base salary is not eligible for a federal income tax deduction to the extent that it exceeds $1 million. Accordingly, Exelon is unable to deduct that portion of Mr. Crane’s 2017 base salary in excess of $1 million. AIP awards and PShares payable to NEOs are intended to be qualified performance-based compensation under Section 162(m), and to be deductible for federal income tax purposes. Restricted stock and RSUs are not deductible by the ~~company~~Company for federal income tax purposes under the provisions of Section 162(m) to the extent an NEO’s compensation that is not “qualified performance-based compensation” is in excess of $1 million.
In order to qualify payments under the AIP and performance share program as performance-based for Section 162(m) of the Code, the ~~compensation committee~~Compensation Committee uses a “plan-within-plan”two-step approach to determine the amount of the bonus payment. The first step is to fund the overall bonus pool. The pool is funded if the ~~company~~Company meets thepre-established performance metrics. The second step is accomplished when the ~~compensation committee~~Compensation Committee exercises “negative discretion” by making adjustments to the formula award funded by the overall pool. Negative discretion is used to reduce the amount funded by the pool to an amount equal to the target bonus (for AIP) or target equity (for the performance share program) adjusted for final ~~company~~Company performance and individual performance.
Under Section 4999 of the Code, there is an excise tax ifchange-in-control or severance benefits are greater than 2.99 times the five-year average amount of income reported on an individual’sW-2. In April 2009, the ~~compensation committee~~Compensation Committee adopted a policy that no future employment or severance agreements that provide for benefits for NEOs on account of termination will include an excise taxgross-up. In 2016, the ~~named executive officers~~NEOs consented to the removal of the remaining legacy excise taxgross-up provisions for transactions resulting in achange-in-control, with no recompense for said removal.
On December 22, 2017, the Tax Cuts and Jobs Act (Tax Act) was signed into law, and includes significant changes to the executive compensation deduction rules in Section 162(m) of the Code. The changes include:
●
expanding the covered employees as described in Section 162(m) to include the CFO, which had previously been excluded from the limitation;
66●
sustaining classification as a “covered employee” in perpetuity even after death through severance and post-death payments for all applicable “covered employees” identified for tax years beginning after December 31, 2016;
● ~~Exelon Corporation~~~~Notice~~
removing the exception for performance-based compensation thereby making a larger portion of the ~~Annual Meeting~~executives’ pay non-deductible for federal tax purposes; and ~~2017 Proxy Statement~~
●
expanding Section 162(m) to include corporations that have publicly traded equity and publicly traded debt, foreign private issuers that meet the new definition of a publicly held corporation and possibly large private C or S corporations.
The Tax Act will have expansive impacts to Exelon as our executive compensation is 60% to 65% performance-based, which may not be deductible for tax purposes beginning with the 2018 tax year. Also, Exelon has nine registrants with the SEC that could potentially fall within scope of 162(m). Without further IRS guidance clarifying technical aspects of the Tax Act, Exelon is unable to fully quantify the tax consequences of the legislation. Given the uncertainty, the SEC issued Staff Accounting Bulletin 118 which provides for a measurement period, not to extend beyond one year of the enactment date, for registrants to assess the financial impacts and report in their financial statements.
The Compensation Committee will review current executive compensation programs considering the expansive tax consequences, however the Committee will continue to focus on designing executive compensation programs that motivate executives to drive long-term performance and that align the interest of Exelon’s executives with shareholders.
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Table of Contents
Compensation Discussion & Analysis
Report of the Compensation and Leadership Development Committee
The Compensation and Leadership Development Committee is accountable for ensuring that the decisions made about executive compensation are in the best long-term interests of our shareholders. We accomplish this objective by having robust executive compensation principles in place and considering feedback received from shareholders to continuously improve and strengthen our executive compensation programs. Input received from investors representing over 45% of Exelon’s outstanding shares in 2017 was positive and resulted in no significant changes to our executive compensation program. Shareholders indicated continued satisfaction with the modifications implemented in 2016 that addressed concerns and better aligned the program with the Company’s strategy.
The Compensation and Leadership Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained on pages 45-61 of this proxy statement. Based on such review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2018 Proxy Statement.
THE COMPENSATION AND LEADERSHIP
DEVELOPMENT COMMITTEE
Yves C. de Balmann,Chair
Robert J. Lawless
Linda P. Jojo
62     Exelon 2018 Proxy Statement
Table of Contents
Executive Compensation Data
~~Executive Compensation~~
The tables below summarize the total compensation paid or earned by each of the Named Executive Officers (NEOs) of Exelon for the year ended December 31, 2016, presented in accordance with SEC requirements. Basic information about the elements of compensation as disclosed in the tables is shown below:
~~Salary:~~
^•
Amounts may not match the amounts discussed in Compensation Discussion and Analysis because that discussion concerns salary rates; the amounts reported in the Summary Compensation Table reflect actual salaries paid during the year including the effect of changes in salary rates.
^•
~~Changes to base salary generally take effect on March 1. There may also be changes at other times during the year to reflect promotions or changes in responsibilities.~~
~~Bonus:~~
^•
Reflects discretionary bonuses or amounts paid under the AIP on the basis of the individual performance multiplier or discretionary amounts approved by the compensation and leadership development committee or, in the case of Mr. Crane, approved by the independent directors. The individual performance multiplier was removed in 2016 as part of the compensation program redesign.
~~Stock Awards:~~
^•
~~Values reported show the grant date fair value calculated in accordance with FASB ASC Topic 718.~~
^•
~~Consist primarily of performance share unit awards and restricted stock unit awards pursuant to the terms of the 2011 Long-Term Incentive Plan.~~
^•
~~Since 2013, award mix is 67% performance share units and 33% restricted stock units; stock options are no longer granted.~~
~~Performance Share Units:~~
^•
~~Compensation and leadership development committee redesigned the program in 2016.~~
^•
~~Moved measurement period from annual to3-year.~~
^•
~~Changed goals to align with Exelon’s value proposition and strategic initiatives.~~
^•
~~Removed individual performance multiplier.~~
^•
~~Strengthened the TSR modifier.~~
^•
~~Capped incentive payouts if Exelon’s TSR is negative over the last 12 months of the performance period.~~
^•
~~Moved operational metrics to AIP.~~
^•
~~Maximum payout for performance share units is 150% of target, which can be increased up to 200% of target by the TSR modifier; threshold payout is 50% of target.~~
^•
~~Total shareholder return reinstated as a formulaic award modifier. Exelon compares its three-year TSR performance to PHLX Utility Sector Index (UTY).~~
^•
~~UTY’s absolute TSR performance is subtracted from Exelon’s absolute TSR and the result is applied as a modifier.~~
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 67
~~Executive Compensation Data~~
^•
If Exelon’s absolute TSR is negative for the last year of the three-year performance period, the overall payout after calculated performance and the TSR modifier would be capped at target, regardless of Exelon’s performance compared to the UTY.
^•
Threshold, target and distinguished goals for performance share unit awards established on the grant date (generally the date of the first committee meeting in the first year in the performance period).
^•
Actual performance against the goals for each year in the performance period established at the first committee meeting after the completion of the year. At the end of the three-year performance period awards are made based on the average of the level of performance for each of the three years in the performance period. In 2017, performance goals will transition to a three-year measurement period, with the goals being established at the beginning of the three-year performance period.
^•
~~The award date is the date of the first committee meeting after the completion of the third year in the performance period.~~
^•
~~Performance shares vest immediately.~~
^•
Performance share unit awards are settled 50% in Exelon common stock and 50% in cash, except for executives who have achieved 200% or more of their stock ownership target as of September 30 of the year prior to payout have the option of settling the award entirely in stock, entirely in cash, or half in cash and half in stock.
~~Restricted Stock Units:~~
^•
~~Vest ratably on the date of the first regular committee meetings during the next 3 years.~~
^•
~~In limited cases, restricted stock units are granted to executives as a means to recruit and retain talent.~~
^•
~~May be used for new hires to offset annual or long-term incentives forfeited from a previous employer.~~
^•
~~May also be used as a retention vehicle, vesting afterpre-determined~~ ~~period of time and subject to forfeiture upon voluntarily termination.~~
^•
~~May incorporate performance criteria as well as time-based vesting.~~
^•
~~Amounts of restricted stock units held by each NEO are shown in the footnotes to the Outstanding Equity Table.~~
~~Stock Options:~~
^•
~~Not granted since 2012.~~
^•
~~Prior to 2013 made pursuant to terms of Long-Term Incentive Plan or a Constellation Energy Group, Inc. plan adopted in the merger with that company.~~
^•
~~Granted at a strike price that was not less than the fair market value of a share of stock on the date of grant.~~
^•
~~Fair market value was defined under the plans as the closing price on the grant date as reported on the New York Stock Exchange.~~
^•
~~Individuals receiving stock options were provided right to buy fixed number of shares of Exelon common stock at the closing price on the grant date.~~
^•
Target for the number of options awarded determined by the portion of the long-term incentive value attributable to stock options and a theoretical value of each option determined by the committee using a lattice binomial ratio valuation formula.
^•
~~With the passage of time all options are now vested and have a term of 10 years from their date of grant.~~
68 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
^•
~~Under the terms of the Long-Term Incentive Plan stock options may not bere-priced~~ ~~or cashed out.~~
~~Non-equity~~ ~~incentive plan compensation:~~
^•
~~Includes amounts earned under the AIP, determined by the extent to which the applicable financial and operational goals were achieved.~~
^•
~~Amount of the annual incentive target opportunity expressed as a percentage of base salary, with actual awards determined using the base salary at the end of the year.~~
^•
~~Threshold, target and distinguished (i.e., maximum) achievement levels established for each goal.~~
^•
~~Threshold for each goal set at the minimally acceptable level of performance, for a payout of 50% of target for that goal.~~
^•
~~Target set consistent with the achievement of the business plan objectives.~~
^•
~~Distinguished set at a level that significantly exceeds the business plan and has a low probability of payout, capped at 200% of target.~~
^•
~~Awards interpolated to the extent performance falls between the threshold, target, and distinguished levels.~~
^•
~~Final award based on the weighting and performance of each goal.~~
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 69
~~Executive Compensation Data~~
Summary Compensation Table
Year       Salary
($)       Stock Awards
($)
(Note 1)       Non-Equity
Incentive Plan
Compensation
($)
(Note 2)       Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(Note 3)       All Other
Compensation
($)
(Note 4)       Total
($)
Christopher M. Crane
President and Chief Executive Officer, Exelon
2017 $ 1,261,000 $ 10,099,755        $ 1,585,531        $ 1,524,765           $ 386,808 $ 14,857,859
2016 1,255,515 10,099,718 1,639,300 1,836,211 400,958 15,231,702
2015 1,224,808 9,821,055 2,072,777 2,462,551 380,054 15,961,245
Jonathan W. Thayer
Senior Executive Vice President and Chief Financial Officer, Exelon
2017 804,339 2,701,654 742,331 144,688 119,146 4,512,158
2016 784,802 2,701,035 1,071,368 225,160 60,504 4,842,869
2015 794,556 2,700,466 947,006 229,066 90,194 4,761,288
William A. Von Hoene Jr.
Senior Executive Vice President and Chief Strategy Officer, Exelon
2017 882,696 2,920,829 857,520 202,125 374,057 5,237,227
2016 831,350 3,700,342 1,237,642 216,271 198,770 6,184,375
2015 755,296 2,296,821 835,753 163,284 111,890 4,163,044
Kenneth W. Cornew
Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation
2017 878,865 2,918,832 854,618 235,324 87,667 4,975,306
2016 857,477 2,918,043 1,233,350 231,669 93,848 5,334,387
2015 836,558 2,918,046 1,090,185 191,460 93,485 5,129,734
Denis P. O’Brien
Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities
2017 820,293 2,470,846 757,767 295,787 134,243 4,478,936
2016 800,378 2,470,066 1,093,660 325,832 95,567 4,785,503
2015 780,874 2,469,294 994,688 239,970 86,431 4,571,257

Year
(a)

Salary
($)
(b)

Bonus
($)
Note 1
(c)

Stock
Awards
($)
Note 2
(d)

Option
Awards
($)
Note 3
(e)

Non-Equity
Incentive Plan
Compensation
($)
Note 4
(f)

Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)
Note 5
(g)

All Other
Compen-
sation
($)
Note 6
(h)

Total
($)
(i)

Christopher M. Crane
President and Chief Executive Officer, Exelon

2016 $ 1,255,515 $ — $ 10,099,717 $ — $ 1,639,300 $ 1,836,211 $ 400,958 $ 15,231,701
2015 1,224,808 — 9,821,055 — 2,072,777 2,462,551 380,054 15,961,245
2014 1,200,000 155,355 9,345,480 — 1,553,550 2,431,986 304,459 14,990,830

Jonathan W. Thayer
Senior Executive Vice President and Chief Financial Officer, Exelon

2016 784,802 — 2,701,035 — 1,071,368 225,160 60,504 4,842,869
2015 794,556 — 2,700,466 — 947,006 229,066 90,194 4,761,288
2014 717,597 73,795 2,974,199 — 737,946 166,783 85,008 4,755,328

William A. Von Hoene Jr.
Senior Executive Vice President and Chief Strategy Officer, Exelon

2016 831,350 — 3,700,343 — 1,237,642 216,271 198,770 6,184,376
2015 755,296 — 2,296,821 — 835,753 163,284 111,890 4,163,044
2014 736,710 65,146 2,067,060 — 651,463 161,623 97,304 3,779,306

Kenneth W. Cornew
Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon
Generation

2016 857,477 — 2,918,043 — 1,233,350 231,669 93,848 5,334,387
2015 836,558 — 2,918,046 — 1,090,185 191,460 93,485 5,129,734
2014 815,769 84,929 2,822,820 — 849,285 194,029 55,193 4,822,025

Denis P. O’Brien
Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities

2016 800,378 — 2,470,066 — 1,093,660 325,832 95,567 4,785,503
2015 780,874 — 2,469,294 — 994,688 239,970 86,431 4,571,257
2014 761,534 84,964 2,382,900 — 849,639 299,132 54,936 4,433,105
Notes to the Summary Compensation Table
⁽¹⁾
~~Starting in 2016, individual performance multipliers were eliminated for NEOs and no additional cash bonuses were granted.~~
⁽²⁾
The amounts shown in this column include the aggregate grant date fair value of restricted stock unit and performance share unit awards for the ~~2016-2018~~2017-2019 performance period granted on January ~~25, 2016 as well as the supplemental grants on May 2, 2016 for Mr. Von Hoene with respect to his market adjustment.~~30, 2017. 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 1720 of the Combined Notes to Consolidated Financial Statements included in Exelon’s ~~2016~~2017 Annual Report on Form10-K. The performance share unit awards are subject to performance conditions. For the ~~2016-2018~~2017-2019 performance share unit ~~awards (including Mr. Von Hoene’s supplemental award),~~award, the grant date fair value and the value assuming the highest level of performance, including the maximum total shareholder return multiplier, is as follows:

   Performance Share Unit Value
   At Target    At Maximum
Crane
   $ 6,766,805    $ 13,533,610
Thayer
   1,809,698    3,619,396
Von Hoene
   2,788,072    5,576,144
Cornew
   1,955,085    3,910,170
O’Brien
   1,654,940    3,309,880
70 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
           Performance
Share Unit Value
At Target       At Maximum
Crane $ 6,766,820   $ 13,533,640
Thayer 1,810,096 3,620,192
Von Hoene Jr. 1,956,949 3,913,898
Cornew 1,955,617 3,911,234
O’Brien 1,655,465 3,310,930
www.exeloncorp.com     63
Table of Contents
Executive Compensation Data
⁽³⁾⁽²⁾
~~The amounts shown in this column include the aggregate grant date fair value of stock option awards granted. No stock options were granted to the NEOs in 2016, 2015 or 2014.~~
⁽⁴⁾
The amounts shown in this column for ~~2016~~2017 represent payments made pursuant to the Annual Incentive Plan.
⁽⁵⁾⁽³⁾
The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, ~~2015~~2016 to December 31, ~~2016.~~2017. None of the NEOs had above market earnings in anon-qualified deferred compensation account in ~~2016.~~2017.
⁽⁶⁾⁽⁴⁾
All Other Compensation: The ~~amounts~~following table describes the incremental cost of other benefits provided in 2017 that are shown in this ~~column include the items summarized in the following table:~~column.
~~All Other Compensation~~ALL OTHER COMPENSATION
Name       Perquisites
($)
(Note 1)       Reimbursement
for Income Taxes
($)
(Note 2)       Company
Contributions to
Savings Plans
($)
(Note 3)       Company
Paid Term
Life Insurance
Premiums
($)
(Note 4)       Total
($)
Crane      $ 152,380               $ 115,639               $ 75,495            $ 43,294 $ 386,808
Thayer 95,636 5,959 13,990 3,561 119,146
Von Hoene Jr. 201,182 115,578 51,337 5,960 374,057
Cornew 32,759 — 51,156 3,752 87,667
O’Brien 52,543 18,409 42,164 21,127 134,243

Name
  (a)

Perquisites
($)
Note 1
(b)

Reimburse-
ment for
Income
Taxes
($)
Note 2
(c)

Payments
or Accruals
For
Termination
or Change
in Control
(CIC)
($)
Note 3
(d)

Company
Contributions
to Savings
Plans
($)
Note 4
(e)

Company
Paid
Term Life
Insurance
Premiums
($)
Note 5
(f)

Dividends
or Earnings
Not Included
in
Grants
($)
(g)

Total
($)
(h)

Crane
$ 183,077 $ 102,747 $ —   $ 75,331 $ 39,803 $ —   $ 400,958
Thayer
20,205 22,655 —   14,083 3,561 —   60,504
Von Hoene
82,315 60,614 —   49,881 5,960 —   198,770
Cornew
38,648 —   —   51,448 3,752 —   93,848
O’Brien
31,840 —   —   42,190 21,537 —   95,567
Notes to All Other Compensation Table
⁽¹⁾
~~The amounts shown~~Amounts reported for personal benefits provided to NEOs include: (1) transportation related benefits (including personal use of corporate aircraft, fleet services, rail passenger services, parking, spousal and family travel); (2) relocation/housing and living benefits related to changes in ~~this column represent~~NEOs’ principal place of work as a result of regulatory commitments in connection with the 2016 acquisition of Pepco Holdings, Inc.; (3) other benefits (including personal financial planning, Company gifts, and matching charitable contributions, physical examinations, and event tickets).
● Amounts reported for the personal use of corporate aircraft are based on the aggregate incremental cost to Exelon and are calculated using the hourly incremental cost for flight services, including federal excise taxes, fuel charges, and domestic segment fees. Exelon’s Board-approved policy on corporate aircraft usage includes spousal/domestic partner and other family member usage when appropriate. Associated costs for meals and other related amenities for spouse/domestic partners are covered when attendance at Company or industry-related events is customary. Exelon also provides fleet services of Company cars and driver services for NEOs and other officers enabling the performance of duties among the Company’s various offices and facilities. Certain NEOs are also entitled to ~~provide certain perquisites~~limited personal use of the Company’s cars and drivers including commuting to ~~NEOs~~work locations. Costs reported represent estimated incremental costs based upon driver wages multiplied by the average overtime rate for drivers plus an additional amount for fuel. Costs related to NEO personal use is typically imputed as ~~summarized~~additional taxable income. Amounts reported in this column for Mr. Crane include $62,389 for personal use of corporate aircraft, $50,089 for spousal travel and $13,067 for other transportation related benefits. Amounts reported for Mr. Von Hoene include $48,164 for personal use of corporate aircraft, $8,518 for spousal travel and $13,367 for other transportation related benefits. Amounts reported for Messrs. Thayer, Cornew and O’Brien include $7,943, $8,212, and $2,400 respectively, for all other transportation benefits.
● Benefits are provided to Messrs. Von Hoene, O’Brien, and Thayer, each of whom is subject to state public service commission requirements to maintain principal workplaces in the ~~Perquisites Table below.~~
District of Columbia pursuant to regulatory order in 2016 related to obtaining approval of the acquisition of Pepco Holdings Inc. Pursuant to these legacy obligations, Exelon provides transportation and relocation/housing and living benefits. Amounts reported for Messrs. Thayer, Von Hoene and O’Brien include $64,793, $114,042 and $23,303 respectively for such benefits. Mr. Thayer’s expense was paid in 2018, however was incurred in 2017.
● Limited personal financial planning benefits are provided with usage values imputed as additional taxable income. Executive officers may request Company matching gifts to qualified charitable organizations in amounts up to $10,000, and up to $15,000 for Messrs. Thayer and Cornew under the Constellation legacy policy. Executive officers may use Company-provided vendors for comprehensive physical examinations and related medical testing. Tickets to sporting or other events may be provided with values imputed as additional taxable income.
⁽²⁾
~~Employees receive a reimbursement~~Exelon provides reimbursements of tax obligations incurred when: employees are required to ~~cover applicable taxes when they~~ work ~~out~~outside their state of ~~their~~ home ~~state~~residence and encounter double taxation in states and localities where ~~they would~~tax credits are not ~~be eligible to receive a credit for such taxes when filing their tax returns~~permitted in ~~their~~ home state ~~as well as on imputed income for~~tax filings; business-related spousal travel involves personal benefits and income is imputed to the employee and for required relocation and housing/living expenses incurred in compliance with regulatory requirements. Pursuant to our obligations under the 2016 regulatory order set forth in Note 1 above, amounts reported for ~~those cases where the personal benefit is closely~~Messrs. Von Hoene and O’Brien include $89,633 and $18,409 respectively related to ~~the business purpose, and for relocation expenses when the employee is required to relocate.~~
such benefits.
⁽³⁾
~~Represents the expense, if applicable, or the accrual~~Each of the ~~expense that Exelon has recorded during 2016 after~~NEOs participated in the ~~announcement of~~Company’s 401(k) and Deferred Compensation Plans. The amounts represent the ~~officer’s retirement or resignation for severance related costs including salary and Annual Incentive Plan continuation and other benefits as applicable.~~
⁽⁴⁾
~~Represents company~~Company matching contributions to the NEOs’ ~~qualified andnon-qualified~~ ~~savings plans. The 401(k) plan is available to all employees and the annual contribution for 2016 was generally limited by IRS rules to $18,000, although employees over age 50 can make additional“catch-up”~~ contributions of up to $6,000. NEOs and other officers may participate in the Deferred Compensation Plan, into which payroll contributions in excess of the specified IRS limit are credited under a separate, unfunded plan that has the same portfolio of investment options as the 401(k) plan.
accounts.
⁽⁵⁾⁽⁴⁾
Exelon provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during ~~2016~~2017 for additional term life insurance policies for the NEOs and for additional long-term disability insurance over and above the basic coverage provided to all employees.
64     Exelon 2018 Proxy Statement
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 71
Table of Contents
Executive Compensation Data
~~Perquisites~~
~~The following table indicates the various perquisites for which Exelon incurred incremental costs in 2016 for each NEO. A checkmark (~~ü~~) indicates perquisite usage during 2016 by the NEO listed at the top of the column.~~
~~Perquisite~~ ~~Crane~~ ~~Thayer~~ ~~Von Hoene~~ ~~Cornew~~ ~~O’Brien~~
~~Personal use of corporate aircraft~~⁽¹⁾
ü
~~Personal use of company drivers~~⁽²⁾
ü ü ü ü
~~Financial planning~~⁽³⁾
ü ü ü ü
~~Parking~~⁽⁴⁾
ü ü ü ü ü
~~Company gifts and matching contributions~~⁽⁵⁾
ü ü ü ü ü
~~Physical examinations~~⁽⁶⁾
ü
~~Relocation~~⁽⁷⁾
ü
~~Event tickets~~⁽⁸⁾
ü ü
~~Spousal travel~~⁽⁹⁾
ü ü ü
~~Notes to Perquisites Table~~
⁽¹⁾
The figures shown in column (b) of the All Other Compensation Table above include $148,243 representing the aggregate incremental cost to Exelon for personal use of corporate aircraft by Mr. Crane. These costs were calculated using the hourly incremental cost for flight services, including federal excise taxes, fuel charges, and domestic segment fees. From time to time Mr. Crane’s spouse, or other family members, accompanied him in his travel on corporate aircraft. The aggregate incremental cost to the company, if any, for such travel by spouses or family members on corporate aircraft is included in this amount.
⁽²⁾
The company maintains several cars and drivers in order to provide transportation services for the NEOs and other officers to carry out their duties among the company’s various offices and facilities. Certain NEOs were also entitled to limited personal use of the company’s cars and drivers, including use for commuting which allowed them to work while commuting. The cost included in the All Other Compensation Table represents the estimated incremental cost to Exelon to provide limited personal service, based upon the number of hours that the drivers worked overtime providing services to each NEO, multiplied by the average overtime rate for drivers plus an additional amount for fuel. This includes a value of $14,187 of personal use for Mr. Crane. Personal use was imputed as additional taxable income except in certain circumstances.
⁽³⁾
~~The company will pay limited annual financial planning costs for executives that are imputed as additional taxable income.~~
⁽⁴⁾
For NEOs whose primary work location is downtown Chicago, Exelon’s office lease provides for a limited number of parking spaces that are available for Exelon use. When NEOs are unable to utilize the available spaces, Exelon pays for parking expenses incurred at other public garages. Messrs. Thayer and Cornew have company provided spaces in downtown Baltimore.
⁽⁵⁾
Executive officers may also have the company make matching gifts to qualified charitable organizations up to $10,000 for 2016. Messrs. Thayer and Cornew were subject to a $15,000 annual limit under Constellation’s legacy policy.
⁽⁶⁾
~~Executive officers may use company-provided vendors for comprehensive physical examinations and relatedfollow-up~~ ~~testing.~~
⁽⁷⁾
~~Mr. Von Hoene incurred $46,208 in moving expenses.~~
⁽⁸⁾
~~Executives occasionally receive tickets to sporting or other events as recognition awards that are imputed to the officer as additional taxable income.~~
⁽⁹⁾
For executive officers, Exelon will pay the cost of travel, meals, and other related amenities for spouses and domestic partners when they attend company or industry-related events where it is customary and expected that officers attend with their spouses or domestic partners. The aggregate incremental cost to Exelon for these expenses is included in the All Other Compensation Table. In most cases, there is no incremental cost to Exelon for providing transportation or other amenities for a spouse or domestic partner, and the only additional cost to Exelon is to reimburse officers for the taxes on the imputed income attributable to their travel, meals, and related amenities when attending company or industry-related events. This cost is shown in columns (b) and (c) of the All Other Compensation Table above.
72 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
Grants of Plan-Based Awards
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
(Note 1)
Estimated Possible
Payouts Under Equity
Incentive Plan Awards
(Note 2) All Other
Stock
Awards:
Number
of Shares
or Units
(#)
(Note 3) Grant Date
Fair Value
of Stock
and Option
Awards
($)
(Note 4)
Name       Grant
Date       Threshold
($)       Plan
($)       Maximum
($)       Threshold
(#)       Target
(#)       Maximum
(#)
Crane 1/30/2017     $ 61,474 $ 1,639,300 $ 3,278,600
1/30/2017 32,186 193,117 386,234 $ 6,766,820
1/30/2017 95,118 3,332,935
Thayer 1/30/2017 28,781 767,505 1,535,010
1/30/2017 8,610 51,658 103,316 1,810,096
1/30/2017 25,444 891,558
Von Hoene Jr. 1/30/2017 33,248 886,600 1,773,200
1/30/2017 9,308 55,849 111,698 1,956,949
1/30/2017 27,508 963,880
Cornew 1/30/2017 33,135 883,600 1,767,200
1/30/2017 9,302 55,811 111,622 1,955,617
1/30/2017 27,489 963,215
O’Brien 1/30/2017 29,380 783,465 1,566,930
1/30/2017 7,874 47,245 94,490 1,655,465
1/30/2017 23,270 815,381

Estimated Possible Payouts
UnderNon-Equity Incentive
Plan Awards
(Note 1)

Estimated Possible
Payouts Under Equity
Incentive Plan Awards
(Note 2)

All Other
Stock
Awards:
Number
of Shares
or Units
(#)
(Note 3)
(i)

All Other
Options
Awards:
Number of
Securities
Under-
lying
Options
(#)
(j)

Exercise
or Base
Price of
Option
Awards
($)
(k)

Grant Date
Fair Value
of Stock
and Option
Awards
($)
(Note 4)
(l)

Name
  (a)

Grant
Date
(b)

Thres-
hold
($)
(c)

Plan
($)
(d)

Maxi-
mum
($)
(e)

Thres-
hold
(#)
(f)

Target
(#)
(g)

Maxi-
mum
(#)
(h)

Crane
1/25/2016 $ 61,474 $ 1,639,300 $ 3,278,600
1/25/2016 48,409 249,146 498,292 $ 6,766,805
1/25/2016 122,714 3,332,912
Thayer
1/25/2016 28,080 748,790 1,497,580
1/25/2016 12,946 66,631 133,262 1,809,698
1/25/2016 32,818 891,337
Von Hoene⁽⁵⁾
1/25/2016 32,438 865,000 1,730,000
1/25/2016 11,013 56,680 113,360 1,539,429
1/25/2016 27,917 758,226
5/2/2016 2,309 11,884 23,768 417,010
5/2/2016 1,697 11,900 23,800 417,571
5/2/2016 1,071 11,800 23,600 414,062
5/2/2016 4,390 154,045
Cornew
1/25/2016 32,325 862,000 1,724,000
1/25/2016 13,986 71,984 143,968 1,955,085
1/25/2016 35,455 962,958
O’Brien
1/25/2016 28,664 764,370 1,528,740
1/25/2016 11,839 60,933 121,866 1,654,940
1/25/2016 30,012 815,126
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 ~~3.75%~~50% of the respective target, while performance at plan earns 100% of the respective target and the maximum payout is capped at 200% of target. For additional information about the terms of these programs, see Compensation Discussion and Analysis above.
⁽²⁾
NEOs have a long-term performance share unit target opportunity that is a fixed number of performance share units commensurate with the officer’s position. The possible payout at threshold for performance share unit awards was calculated at ~~19.43%~~16.67% of ~~target, with a threshold payout of 25% for the 2016 scorecard (weighted atone-third)~~ ~~and a threshold payout of 16.65% for the 2017-2018 scorecard (weighted attwo-thirds).~~target. The possible maximum payout for performance share units was calculated at 150% of target, with an uncapped total shareholder return multiplier, capped at 200% of target. For additional information about the terms of this program, see ~~Compensation Discussion and Analysis and the narrative preceding the Summary Compensation Table above.~~discussion starting on page 56.
⁽³⁾
This column shows restricted stock unit awards made during the year. The vesting dates of the awards are provided in footnote 2 to the Outstanding Equity Table below.
⁽⁴⁾
This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share unit awards and restricted stock units granted to each NEO during ~~2016.~~2017. Fair value of performance share unit awards granted on January ~~25, 2016 and May 2, 2016~~30, 2017 are based on an estimated payout of 100% of target.
⁽⁵⁾
Mr. Von Hoene received prorated awards to his 2014, 2015 and 2016 performance share unit target opportunities due to a market adjustment. The threshold for the 2014 scorecard was calculated at 9.08% (threshold at 1.12% for the 2014 and 2015 scorecards and threshold at 25% for the 2016 scorecard, each weighted~~one-third).~~ The threshold for the 2015 scorecard was calculated at 14.26% (threshold at 1.12% for the 2014 scorecard, threshold at 25% for the 2016 scorecard and threshold at 16.65% for the 2017 scorecard, each weighted~~one-third).~~ ~~The maximum for the 2014 and 2015 performance share units are calculated the same as the 2016 performance share units. He also received a restricted stock unit award target increase for 2016.~~
www.exeloncorp.com     65
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 73
Table of Contents
Executive Compensation Data
Outstanding Equity Awards at Year End
Option Awards (Note 1) Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
That Are
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
That Are Not
Exercisable
(#) Option
Exercise
or Base
Price
($) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have Not Yet
Vested
(#)
(Note 2) Market Value
of Shares or
Units of Stock
That Have Not
Yet Vested
Based on
12/31 Closing
Price $39.41
($)
(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
or Unearned
Shares,
Units or
Other Rights
That Have
Not Yet
Vested
($)
(Note 3)
Crane      285,000      —              $ 39.21       2-Apr-2022      414,685            $ 16,342,736      884,526         $ 34,859,170
94,000 — 43.40 24-Jan-2021
53,000 — 46.09 24-Jan-2020
49,000 — 56.51 26-Jan-2019
28,000 — 73.29 27-Jan-2018
Thayer 97,000 — 39.81 12-Mar-2022 142,633 5,621,167 236,578 9,323,539
175,946 — 39.24 24-Feb-2022
125,429 — 32.46 25-Feb-2021
67,304 — 37.71 26-Feb-2020
8,676 — 101.05 21-Feb-2018
Von Hoene Jr. 88,000 — 39.81 12-Mar-2022 138,225 5,447,447 248,826 9,806,233
67,000 — 43.40 24-Jan-2021
33,000 — 46.09 24-Jan-2020
25,200 — 56.51 26-Jan-2019
19,000 — 73.29 27-Jan-2018
Cornew 70,000 — 39.81 12-Mar-2022 151,697 5,978,379 255,590 10,072,802
26,000 — 43.40 24-Jan-2021
13,300 — 46.09 24-Jan-2020
14,900 — 56.51 26-Jan-2019
11,000 — 73.29 27-Jan-2018
O’Brien 102,000 — 39.81 12-Mar-2022 102,998 4,059,151 216,356 8,526,590
49,000 — 43.40 24-Jan-2021
27,000 — 46.09 24-Jan-2020
30,700 — 56.51 26-Jan-2019
22,000 — 73.29 27-Jan-2018

Option Awards (See Note 1) Stock Awards
Name
  (a)

Number of
Securities
Underlying
Unexercised
Options
That Are
Exercisable
(#)
(b)

Number of
Securities
Underlying
Unexercised
Options
That Are Not
Exercisable
(#)
(c)

Option
Exercise
or Base
Price
($)
(d)

Option
Expiration
Date
(e)

Number
of Shares
or Units
of Stock
That Have
Not Yet
Vested
(#)
(Note 2)
(f)

Market
Value of
Shares or
Units of
Stock That
Have Not
Yet Vested
Based on
12/30
Closing
Price $35.49
($)
(Note 2)
(g)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Yet Vested
(#)
(Note 3)
(h)

Equity
Incentive
Plan Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights That
Have Not
Yet Vested
($)
(Note 3)
(i)

Crane
285,000 — $ 39.21 2-Apr-2022 494,146 $ 17,537,242 850,734 $ 30,192,550
94,000 — 43.40 24-Jan-2021
53,000 — 46.09 24-Jan-2020
49,000 — 56.51 26-Jan-2019
28,000 — 73.29 27-Jan-2018
35,000 — 59.96 21-Jan-2017
Thayer
97,000 — 39.81 12-Mar-2022 165,907 5,888,039 230,172 8,168,804
175,946 — 39.24 24-Feb-2022
125,429 — 32.46 25-Feb-2021
67,304 — 37.71 26-Feb-2020
167,669 — 21.25 27-Feb-2019
8,676 — 101.05 21-Feb-2018
8,342 — 81.56 22-Feb-2017
Von Hoene
88,000 — 39.81 12-Mar-2022 149,176 5,294,256 243,352 8,636,562
67,000 — 43.40 24-Jan-2021
33,000 — 46.09 24-Jan-2020
25,200 — 56.51 26-Jan-2019
19,000 — 73.29 27-Jan-2018
19,000 — 59.96 21-Jan-2017
Cornew
70,000 — 39.81 12-Mar-2022 176,823 6,275,448 248,686 8,825,866
26,000 — 43.40 24-Jan-2021
13,300 — 46.09 24-Jan-2020
14,900 — 56.51 26-Jan-2019
11,000 — 73.29 27-Jan-2018
8,500 — 59.96 21-Jan-2017
O’Brien
102,000 — 39.81 12-Mar-2022 124,303 4,411,513 210,480 7,469,935
49,000 — 43.40 24-Jan-2021
27,000 — 46.09 24-Jan-2020
30,700 — 56.51 26-Jan-2019
22,000 — 73.29 27-Jan-2018
19,000 — 59.96 21-Jan-2017
Notes to Outstanding Equity Table
⁽¹⁾
Non-qualified stock options were granted to NEOs pursuant to the ~~company’s~~Company’s long-term incentive plans. ~~Grants~~Awards vest in four equal increments, beginning on the first anniversary of the grant date. All ~~grants~~awards expire on the tenth anniversary of the grant date. For Mr. Thayer, stock options granted prior to March 12, 2012 were granted under the Constellation Energy Group Inc. Long Term Incentive Plan and were converted into the equivalent right to receive Exelon common stock. The number of stock options received upon conversion is equal to the original number of Constellation stock options multiplied by the merger exchange ratio (0.93) and rounded down to the nearest whole share. The exercise price for each converted share is equal to the original Constellation exercise price divided by the exchange ratio (0.93), rounded up to the nearest whole cent.
74 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
⁽²⁾
The amount shown includes unvested restricted stock unit (RSU) awards and the performance share unit (PShare) award earned for the performance period beginning January 1, ~~2014~~2015 and ending December 31, ~~2016,~~2017, which vested on January ~~30, 2017.~~29, 2018. The unvested restricted stock unit awards are composed of the final third of the ~~grant~~award made in January ~~2014,~~2015, which vested on January ~~30, 2017;~~29, 2018; two-thirds of the ~~grant~~award made in January ~~2015,~~2016, half of which vested on January ~~30, 2017~~29, 2018 and half of which will vest on the date of the ~~compensation committee’s~~Compensation Committee’s first regular meeting in ~~2018;~~2019; and the full ~~grant made in~~award granted on January ~~2016,~~30, 2017, one-third of which vested on January ~~30, 2017~~29, 2018 and one-third of which will vest on the date of each of the ~~compensation committee’s~~Compensation Committee’s first regular meetings in
66     Exelon 2018 Proxy Statement
Table of Contents
Executive Compensation Data
2019 and ~~2019,~~2020, respectively. All ~~restricted stock unit~~RSU awards ~~continue to~~ accrue additional shares through automatic dividend reinvestment. For Mr. Thayer and Mr. Cornew, the amount shown also includes ~~a grant~~an award of 30,000 retention stock units ~~made~~granted on January 28, 2013 which ~~will vest~~vested on January 28, 2018. For Mr. Von Hoene, the amount shown also includes ~~a grant~~an award of 20,000 retention stock units ~~made~~granted on October 21, 2013 that will vest on October 21, 2018. All shares are valued at ~~$35.49,~~$39.41, the closing price on December ~~30, 2016.~~29, 2017.
⁽³⁾
The amount shown includes the target ~~performance share unit award made in~~PShare awards granted on January ~~2015 for the performance period ending December 31, 2017 and the target performance share unit award made in January~~26, 2016 for the performance period ending December 31, ~~2018.~~2018 and the target PShare awards granted on January 30, 2017 for the performance period ending December 31, 2019. These ~~target~~ awards have been increased to reflect the highest level of performance for the period, 200%. All shares are valued at ~~$35.49,~~$39.41, the closing price on December ~~30, 2016.~~29, 2017.
Option Exercises and Stock Vested
Option Awards Stock Awards (Note 1)
Name       Number of
Shares Acquired
on Exercise
(#)       Value
Realized on
Exercise
($)       Number of
Shares Acquired
on Vesting
(#)       Value
Realized on
Vesting
($)
Crane —    $ — 378,031 $ 13,246,197
Thayer 167,669 2,809,042 104,613 3,665,638
Von Hoene Jr. — — 99,549 3,488,202
Cornew — — 113,013 3,959,985
O’Brien — — 95,686 3,352,831

   Option Awards    Stock Awards (Note 1)
Name
  (a)

Number
of Shares
Acquired
on Exercise
(#)
(b)

Value
Realized
on Exercise
($)
(c)

Number
of Shares
Acquired
on Vesting
(#)
(d)

Value
Realized
on
Vesting
($)
(e)

Crane
   —    $ —    306,969    $ 8,337,267
Thayer
   —    —    84,469    2,294,179
Von Hoene
   —    —    68,549    1,861,804
Cornew
   —    —    92,515    2,512,699
O’Brien
   —    —    78,564    2,133,787
Notes to Option Exercises and Stock Vested Table
⁽¹⁾
Share amounts are composed of the following tranches of prior awards that vested on January ~~25, 2016:~~30, 2017: the ~~performance share award made~~PShare awards granted for the period January 1, ~~2013~~2014 through December 31, ~~2015;~~2016; the final third of the ~~restricted stock unit grant made~~RSU awards granted in January ~~2013 (including a supplemental grant made to Mr. Cornew in May 2013),~~2014, the second third of the ~~restricted stock unit grant made~~RSU awards granted in January ~~2014~~2015 (including a supplemental grant made to Mr. Thayer in July 2014) and the first third of the ~~restricted stock unit award made~~RSU awards granted in January ~~2015.~~2016. All of these awards were valued at ~~$27.16~~$35.04 upon vesting.
Pension Benefits
Exelon sponsors the Exelon Corporation Retirement Program, a traditional defined benefit pension plan that covers certain management employees who commenced employment prior to January 1, 2001 and certain collective bargaining unit employees. The Exelon Corporation Retirement Program includes the Service Annuity System (SAS), which is the legacy ComEd pension plan. Effective January 1, 2001, Exelon also established two cash balance defined benefit pension plans ~~in order~~ to ~~both~~ reduce future retirement benefit costs and provide an option that is portable as the ~~company~~Company anticipated a ~~work force~~workforce that was more mobile than the traditional utility workforce. The cash balance defined benefit pension plans cover management employees and certain collective bargaining unit employees hired on or after such date, as well as certain management employees hired prior to such date who elected to participate in a cash balance plan. Legacy Constellation employees participate in the Pension Plan of Constellation Energy Group, Inc. (Constellation Pension Plan). The Constellation Pension Plan includes a traditional pension formula referred to as the Enhanced Traditional Plan (ETP) and a Pension Equity Plan (PEP). Employees hired before January 1, 2000 participate in the ETP. Employees hired on or after January 1, 2000 and employees hired before that date who elected to do so participate in the PEP. Each of these plans is intended to betax-qualified under Section 401(a) of the Code. An employee can participate in only one of the qualified pension plans.
For NEOs participating in the SAS, the annuity benefit payable at normal retirement age is equal to the sum of 1.25% of the participant’s earnings as of December 25, 1994, reduced by a portion of the participant’s Social Security benefit as of that
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 75
~~Executive Compensation Data~~
date, plus 1.6% of the participant’s highest average annual pay, multiplied by the participant’s years of credited service (up to a maximum of 40 years). Pension-eligible compensation for the SAS’s Final Average Pay Formula includes base pay and annual incentive awards. Benefits under the SAS are vested after five years of service.
The “normal retirement age” under the SAS is 65. The plan also offers an early retirement benefit prior to age 65, which is payable if a participant retires after attainment of age 50 and completion of 10 years of service. The annual pension payable under the plan is determined as of the early retirement date, reduced by 2% for each year of payment before age 60 to age 58, then 3% for each year before age 58 to age 50. In addition, under the SAS, the early retirement benefit is supplemented prior to age 65 by a temporary payment equal to 80% of the participant’s estimated monthly Social Security benefit. The supplemental benefit is partially offset by a reduction in the regular annuity benefit.
www.exeloncorp.com     67
Table of Contents
Executive Compensation Data
Under the cash balance pension plan, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. (Employees who participated in the SAS prior to January 1, 2001 and elected to participate in the cash balance plan also have a frozen transferred benefit from the former plan, and received a “transition” credit based on their age, service and compensation at the time of transfer.) Beginning January 1, 2008, the annual benefit credit under the plan is 7% of base pay and annual incentive award and beginning January 1, 2013 for employees hired on or after such date, the annual benefit credit is equal to a percentage of base pay and annual incentive award which varies between 3% and 8%, based upon age. ~~For the portion of the account balance accrued beginning January 1, 2008,~~Beginning in 2017, the annual investment credit is the third segment spot rate of interest on long-term investment grade corporate bonds. The segment rate will be determined as of November of the year for which the cash balance account receives the investment credit. ~~For the portion of the benefit accrued before January 1, 2008, the annual investment credit is the greater of 4%, or the average of the annual rate of return of the S&P 500 Stock Index and the30-year~~ Treasury bond rate (the interest rate is determined in November of each year). Based on recent IRS guidance, beginning in 2017 the investment credit for the portion of the benefit accrued before January 1, 2008 will be the third segment spot rate of interest on long-term corporate bonds. In addition, cashCash balance participants withpre-2008 balances ~~will~~ receive an additional benefit credit ranging from 0.5% to 3.5% based on theirpre-2008 service. Also, beginning in 2017, account balances for employees hired prior to January 1, 2013 will be subject to a minimum investment credit of 4%. For employees hired on or after January 1, 2013, the annual investment credit is the second segment spot rate of interest on long-term corporate bonds, determined as of November of the year for which the cash balance account receives the investment credit, subject to a minimum annual investment credit rate of 3.8% and a maximum annual investment credit rate of 7%. Benefits are vested after three years of service, and are payable in an annuity or a lump sum at any time following termination of employment. Apart from the benefit credits and the vesting requirement, and as described above, years of service are not relevant to a determination of accrued benefits under the cash balance pension plans.
For NEOs who participate in the PEP, a lump sum benefit amount is computed based on covered earnings multiplied by a total credit percentage. Covered earnings are equal to the average of the highest three of the last five twelve-month periods’ base pay plus annual incentive awards. The total service credit percentage is equal to the sum of the credit percentages based on the following formula: 5% per year of service through age 39, 10% per year of service from age 40 to age 49, and 15% per year of service after age 49. No benefits are available under the PEP until a participant has at least three years of vesting service. Benefits payable under the PEP are paid as an annuity unless a participant elects a lump sum within 60 days after separation.
The Code limits to ~~$265,000~~$270,000 the individual ~~2016~~2017 annual compensation that may be taken into account under thetax-qualified retirement plan. As permitted by Employee Retirement Income Security Act, Exelon sponsors three supplemental executive retirement plans (or ~~“SERPs”)~~SERPs) that allow the payment to a select group of management or highly-compensated individuals out of its general assets of any benefits calculated under provisions of the applicable qualified pension plan which may be above these limits. The SERPs offer a lump sum as an optional form of payment, which includes the value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions
76 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
to participants in the SAS in ~~2016~~2017 is ~~2.97%~~3.11%. For participants in the cash balance pension plan and the PEP, the lump sum is the value of thenon-qualified account balance. The values of the lump sum amounts do not include the value of any pension benefits covered under the qualified pension plans, and the methods and assumptions used to determine thenon-qualified lump sum amount are different from the assumptions used to generate the present values shown in the tables of benefits to be received upon retirement, termination due to death or disability, involuntary separation not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement.
Under the terms of the SERPs, participants are provided the amount of benefits they would have received under the SAS, cash balance plan, ETP or PEP, as applicable, but for the application of the Code limits. In addition, certain executives previously received grants of additional credited service under a SERP. In particular, in 1998, Mr. Crane received an additional 10 years of credited service through September 28, 2008, the date of his tenth anniversary, as part of his employment offer that provided one additional year of service credit for each year of employment to a maximum of 10 additional years.
As of January 1, 2004, Exelon does not grant additional years of credited service to executives under the SERP for any period in which services are not actually performed, except that up to two years of service credits may be provided upon a qualifying termination of employment under severance or change in control agreements first entered into after such date, and performance-based grants or grants which make up for lost pension benefits from another employer may be (but have not been) provided. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successor arrangements) are not affected by this policy.
The amount of the change in the pension value for each of the ~~named executive officers~~NEOs is the amount included in the Summary Compensation Table ~~above in the column headed “Change in Pension Value & Nonqualified Deferred Compensation Earnings.”~~above. The present value of each NEO’s accumulated pension benefit is shown in the following tables. The present value for cash balance and PEP participants is the account balance. The assumptions used in estimating the present values for SAS participants include the following: pension benefits are assumed to begin at each participant’s earliest unreduced retirement age; the SERP lump sum amounts are determined using the rate of 5% for SAS participants at the assumed retirement age; the lump sum amounts are discounted from the assumed retirement date at the applicable discount rates of ~~4.29% as of December 31, 2015 and~~ 4.04% as of December 31, ~~2016;~~2016 and 3.62% as of December 31, 2017; and the applicable mortality tables. The applicable mortality table is the RP 2000-based table projected generationally using Exelon’s best estimate of long-term mortality improvements. The December 31, ~~2016~~2017 mortality table is consistent with the mortality used in the Exelon December 31, ~~2016~~2017 pension disclosure.
68     Exelon 2018 Proxy Statement

Name
  (a)

Plan Name
(b)

Number of Years
Credited Service
(#)
(c)

Present Value of
Accumulated Benefit
($)
(d)

Payments During
Last Fiscal Year
($)
(e)

Crane (1)
   SAS    18.26    $ 1,128,233    $ —

SERP
   28.26    15,416,519    —
Thayer
   PEP    14.00    263,333    —

SERP
   14.00    1,493,442    —
Von Hoene
   Cash Balance    14.93    380,529    —

SERP
   14.93    1,102,811    —
Cornew
   Cash Balance    22.59    652,790    —

SERP
   22.59    1,012,385    —
O’Brien
   Cash Balance    34.51    1,426,717    —

SERP
   34.51    1,826,539    —
Table of Contents
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 77
Executive Compensation Data
Name Plan Name Number of
Years Credited
Service
(#) Present Value
of Accumulated
Benefit
($) Payments
During Last
Fiscal Year
($)
Crane⁽¹⁾            SAS        19.26                $ 1,312,415                     $ —
SERP 29.26 16,757,102 —
Thayer PEP 15.00 293,333 —
SERP 15.00 1,608,131 —
Von Hoene Jr. Cash Balance 15.93 418,264 —
SERP 15.93 1,267,201 —
Cornew Cash Balance 23.59 706,119 —
SERP 23.59 1,194,380 —
O’Brien Cash Balance 35.51 1,514,210 —
SERP 35.51 2,034,833 —

⁽¹⁾
Based on discount rates prescribed by the SEC proxy disclosure guidelines, Mr. Crane’snon-qualified SERP present value is ~~$15,416,519.~~$16,757,102. Based on lump sum plan rates for immediate distributions under thenon-qualified plan, the comparable lump sum amount applicable for service through December 31, ~~2016~~2017 is ~~$22,451,556.~~$22,976,599. Note that, in any event, payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance.
Deferred Compensation Programs
Exelon offers deferred compensation plans to permit the deferral of certain cash compensation to facilitate tax and retirement planning and satisfaction of stock ownership requirements for executives and key managers. Exelon maintainsnon-qualified deferred compensation plans that are open to certain highly-compensated employees, including the NEOs.
The Exelon Deferred Compensation Plan is anon-qualified plan that permits legacy Exelon executives and key managers to defer receipt of base compensation and the ~~company~~Company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan (the ~~company’s~~Company’s tax-qualified 401(k) plan) but for the applicable limits under the Code. The Constellation Deferred Compensation Plan is anon-qualified plan that permits legacy Constellation executives to defer receipt of base compensation and the ~~company~~Company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan. The Deferred Compensation Plans permit participants to defer taxation of a portion of their income. The Exelon Deferred Compensation Plan benefits the ~~company~~Company by deferring the payment of a portion of its compensation expense, thus preserving cash.
The Exelon Employee Savings Plan is intended to betax-qualified under Sections 401(a) and 401(k) of the Code. The Constellation Energy Group Employee Savings Plan was merged into Exelon’s Employee Savings Plan as of July 1, 2014. Exelon maintains the Employee Savings Plan to attract and retain qualified employees, including the NEOs, and to encourage employees to save some percentage of their cash compensation for their eventual retirement. The Employee Savings Plan permits employees to do so, and allows the ~~company~~Company to make matching contributions in a relativelytax-efficient manner. The ~~company~~Company maintains the excess matching feature of the Deferred Compensation Plans to enable key management employees to save for their eventual retirement to the extent they otherwise would have were it not for the limits established by the IRS.
The Stock Deferral Plan is anon-qualified plan that permitted legacy Exelon executives to defer performance share units prior to 2007.
78 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
The following table shows the amounts that NEOs have accumulated under both the Deferred Compensation Plans and the Stock Deferral Plan. The Exelon Deferred Compensation and Stock Deferral Plans were closed to new deferrals of base pay (other than excess Employee Savings Plan deferrals), annual incentive payments or performance ~~shares~~share unit awards in 2007, and participants were granted aone-time election to receive a distribution of their accumulated balance in each plan during 2007. Existing balances will continue to accrue dividends or other earnings until payout upon termination. Balances in the Deferred Compensation Plan will be settled in cash upon the termination event selected by the officer and will be distributed either in a lump sum, or in annual installments. Share balances in the Stock Deferral Plan continue to earn the same dividends that are available to all shareholders, which are reinvested as additional shares in the plan. Balances in the plan are distributed in shares of Exelon stock in a lump sum or installments upon termination of employment.
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Executive Compensation Data
The Deferred Compensation Plans continue in effect for those officers who participate in the Employee Savings Plan and who reach their statutory contribution limit during the year. After this limit is reached, their elected payroll contributions and ~~company~~Company matching contribution will be credited to their accounts in the Deferred Compensation Plans. The investment options under the Deferred Compensation Plans consist of a basket of investment fund benchmarks substantially the same as those funds available through the Employee Savings Plan. Deferred amounts represent unfunded unsecured obligations of the ~~company.~~Company.

Name
  (a)

Executive
Contributions
in 2016
($)
(Note 1)
(b)

Registrant
Contributions
in 2016
($)
(Note 2)
(c)

Aggregate
Earnings
in 2016
($)
(Note 3)
(d)

Aggregate
Withdrawals/
Distributions
($)
(e)

Aggregate
Balance at
12/31/16
($)
(Note 4)
(f)

Crane
   $ 107,552    $ 63,977    $ 123,365    $ —    $ 1,315,624
Thayer
   —    —    —    —    —
Von Hoene
   40,195    33,981    46,408    —    455,465
Cornew
   29,624    35,549    32,256    —    346,625
O’Brien⁽⁵⁾
   38,026    28,345    287,370    —    2,648,404
Name Executive
Contributions
in 2017
($)
(Note 1) Registrant
Contributions
in 2017
($)
(Note 2) Aggregate
Earnings
in 2017
($)
(Note 3) Aggregate
Withdrawals/
Distributions
($)
(Note 4) Aggregate
Balance at
12/31/17
($)
(Note 4)
Crane                $ 106,700                  $ 63,999            $ 195,133                       $ —       $ 1,681,456
Thayer — — — — —
Von Hoene Jr. 42,966 35,405 74,397 — 608,232
Cornew 28,887 35,107 68,855 — 479,474
O’Brien⁽⁵⁾ 37,746 28,390 421,661 — 3,136,200

⁽¹⁾
The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table.
⁽²⁾
The full amount shown under registrant contributions is included in the ~~company~~Company contributions to savings plans for each NEO shown above in the All Other Compensation Table.
⁽³⁾
The amount shown under aggregate earnings reflects the NEO’s gain or loss based upon the individual allocation of his notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above.
⁽⁴⁾
For all NEOs the aggregate balance shown ~~in column (f) above~~ includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in Note 1 or as ~~company~~Company contributions under all other compensation as described in Note 2 for the current fiscal year ending December 31, ~~2016.~~2017. For Mr. Crane, all executive and registrant contributions included in ~~column (f)~~the aggregate balance have previously been disclosed in Summary Compensation Tables. Mr. Thayer did not participate in the plan during ~~2016.~~2017.
⁽⁵⁾
For Mr. O’Brien the amounts shown for aggregate earnings in ~~column (d)~~2017 and ~~column (f)~~aggregate balance at December 31, 2017 also include the aggregate earnings and aggregate balance respectively of his Stock Deferral Plan account.
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 79
~~Executive Compensation Data~~
Potential Payments upon Termination or Change in Control
Change in control employment agreements and severance plan covering named executive officers
Background
The Compensation Committee reviews Exelon’s change in control and severance benefits policies were initially adopted in January 2001 and harmonized the policies of Exelon’s predecessor companies. In adopting the policies, the compensation committee considered the advice of a consultant who advisedto ensure that ~~the levels were~~they are consistent with competitive practice and reasonable. In reviewing the policies, the Compensation Committee considers the advice of its compensation consultant. The Exelon benefits currently include multiples of change in control benefits ranging from ~~2.0~~two times base salary and annual bonus for corporate and subsidiary vice presidents to 2.99 times base salary and annual bonus for the CEO, executive vice presidents, presidents of certain business units and select senior vice presidents. In 2003, the compensation committee reviewed the terms of the Senior Management Severance Plan and revised it to reduce the situations when an executive could terminate and claim severance benefits for “good reason,” clarified the definition of “cause,” and reduced~~non-change~~ in control benefits for executives with less than two years of service. In December 2004, the compensation committee’s consultant presented a report on competitive practice on executive severance. The competitive practices described in the report were generally comparable to the benefits provided under Exelon’s severance policies. In discussing the compensation consultant’s December 2007 annual report to the committee on compensation trends, the consultant commented that Exelon’s change in control and severance policies were conservative, citing the use of double triggers, and that they remained competitive. In April 2009, the ~~compensation committee~~Compensation Committee adopted a policy that Exelon would not include excise taxgross-up payment provisions in senior executive employment, change in control, or severance plans, programs or agreements that are entered into, adopted or materially amended on or after April 2, 2009 (other than renewals of existing arrangements that are not materially amended or arrangements assumed pursuant to a corporate transaction). In October 2016, the ~~named executive officers~~NEOs covered by change in control agreements entered into prior to April 2, 2009, which provided for potential excise taxgross-up payments, agreed to waive those payments and the agreements were later amended to remove suchgross-up payments. Therefore, no ~~named executive officer~~NEO is currently entitled to an excise taxgross-up payment upon any termination of employment from Exelon.
70     Exelon 2018 Proxy Statement
Table of Contents
~~Named executive officers~~Executive Compensation Data
NEOs have entered into individual change in control employment agreements, ~~or are covered by the change in control provisions of the Senior Management Severance Plan,~~ which generally protect such executives’ position and compensation levels for two years after a change in control of Exelon. The ~~individual~~ agreements are initially effective for a period of two years, and provide for aone-year extension each year thereafter until cancellation or termination of employment. ~~The plan does not have~~
Quantification of Payments upon a ~~specific term.~~Change in Control
During the24-month period following a change in control, or, ~~with respect to an executive with an individual agreement,~~ during the18-month period following another significant corporate transaction affecting the executive’s business unit in which Exelon shareholders retain between 60% and 66²/₃66⅔% control (a significant acquisition), if a ~~named executive officer~~NEO resigns for good reason or if the executive’s employment is terminated by Exelon other than for cause or disability, the executive is entitled to the following:
^•●
the executive’s annual incentive and ~~performance share unit~~PShare awards for the year in which termination occurs;
^•●
severance payments equal to 2.99 ~~(or 2.0 if the executive does not have an individual agreement)~~ times the sum of (1) the executive’s base salary plus (2) the higher of the executive’s target annual incentive for the year of termination or the executive’s average annual incentive award payments for the two years preceding the termination, but not more than the annual incentive for the year of termination based on actual ~~performance before~~performancebefore the application of negative discretion;
^•●
a benefit equal to the amount payable under the SERP determined as if (1) the SERP benefit were fully vested, (2) the executive had 2.99 additional years of age and years of service (2.0 years for executives who first entered into such agreements after 2003 or do not have such agreements) and (3) the severance pay constituted covered compensation for purposes of the SERP;
80 ● ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
a^•
a benefit equal to the actuarial equivalent present value of anynon-vested accrued benefit under Exelon’s qualified defined benefit retirement plan;
^•●
~~all~~all previously-awarded stock options, ~~performance share units, restricted stock units,~~PShares, RSUs, or restricted shares become fully vested, and the stock options remain exercisable until the earlier of the fifth anniversary of the executive’s termination date or the option’s expiration date;
^•
●
~~life,~~life, disability, accident, health and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least 10 years of service (or any lesser eligibility requirement then in effect for regular employees); and
^•
●
outplacement and financial planning services for at least 12 months.
The change in control benefits are also provided if the executive is terminated other than for cause or disability, or terminates for good reason (1) after a tender offer or proxy contest commences, or after Exelon enters into an agreement which, if consummated, would cause a change in control, and within one year after such termination a change in control does occur, or (2) within two years after a sale orspin-off of the executive’s business unit in contemplation of a change in control that actually occurs within 60 days after such sale orspin-off (a disaggregation) ~~if the executive has an individual agreement.~~.
A change in control under the individual change in control employment agreements ~~and the Senior Management Severance Plan~~ generally occurs:
^•●
when any person acquires 20% of Exelon’s voting securities;
^•●
~~when~~when the incumbent members of the Exelon ~~board of directors~~Board (or new members nominated by a majority of incumbent ~~directors) cease to~~Directors) ceaseto constitute at least a majority of the members of the Exelon ~~board of directors;~~
^•Board;
●
~~upon~~upon consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of ~~Exelon’s operating~~Exelon’soperating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power); or
^•
●
upon shareholder approval of a plan of complete liquidation or dissolution.
The term good reason under the individual change in control employment agreements generally includes any of the following occurring within two years after a change in control or disaggregation or within 18 months after a significant acquisition:
^•●
amaterial reduction in salary, incentive compensation opportunity or aggregate benefits, unless such reduction is part of ~~a policy,~~apolicy, program or arrangement applicable to peer executives;
^•
●
failure of a successor to assume the agreement;
^•●
a material breach of the agreement by Exelon; or
^•●
~~any~~any of the following, but only after a change in control or disaggregation: (1) a material adverse reduction in the ~~executive’s position,~~executive’sposition, duties or responsibilities (other than a change in the position or level of officer to whom the executive reports or a change that is part of a policy, program or arrangement applicable to peer executives) or (2) a required relocation by more than 50 miles.
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Executive Compensation Data
The term cause under the change in control employment agreements generally includes any of the following:
^•●
~~refusal~~refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the ~~officer to~~officerto whom the executive reports which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities;
^•
●
~~willful~~willful or reckless commission of acts or omissions which have resulted in or are likely to result in a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee;
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~● 81
~~Executive Compensation Data~~
^•
commission of a felony or any crime involving dishonesty or moral turpitude;
^•●
material violation of the code of business conduct, or of any statutory orcommon-law duty of loyalty; or
^•●
any breach of the executive’s restrictive covenants.
If the amount payable to a ~~named executive officer~~NEO under a change in control agreement, inclusive of other parachute payments, would cause an excise tax to be imposed under Section 4999 of the Code, the payments to such executive shall be reduced to the maximum amount below which no such tax is imposed or, if the payment without such reduction would leave the executive with a greater amount after payment of such excise taxes, then no such reduction shall be applied.
If a ~~named executive officer~~NEO resigns for good reason or is terminated by Exelon other than for cause or disability, in each case under circumstances not involving a change in control or similar provision described above, the ~~named executive officer~~NEO may be eligible for the followingnon-change in control benefits under the Exelon Corporation Senior Management Severance Plan:
^•●
~~prorated~~prorated payment of the executive’s annual incentive and performance share unit awards for the year in ~~which termination~~whichtermination occurs;
^•
●
for a 24 month severance period, continued payment of an amount representing base salary and target annual incentive;
^•●
a benefit equal to the amount payable under the SERP determined as if the severance payments were paid as ordinary base salary and annual incentive;
^•●
~~during~~during the severance period, continuation of health, basic life and other welfare benefits the executive was ~~receiving immediately~~receivingimmediately prior to the severance period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least 10 years of service (or any ~~lesser eligibility~~lessereligibility requirement then in effect fornon-executive employees); and
^•●
outplacement and financial planning services for twelve months.
Payments under the Senior Management Severance Plan are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law.
The term good reason under the Senior Management Severance Plan means either of the following:
^•●
amaterial reduction of the executive’s salary (or, with respect to a change in control, incentive compensation opportunity ~~or aggregate~~oraggregate benefits) unless such reduction is part of a policy, program or arrangement applicable to peer executives of ~~Exelon or~~Exelonor of the business unit that employs the executive; or
^•
●
amaterial adverse reduction in the executive’s position or duties (other than a change in the position or level of officer to whom the executive reports) that is not applicable to peer executives of Exelon or of the executive’s business unit, but excluding under thenon-change in control provisions of the plan any change (1) resulting from a reorganization or ~~realignment of~~realignmentof all or a significant portion of the business, operations or senior management of Exelon or of the executive’s business unit ~~or (2)~~or(2) that generally places the executive in substantially the same level of responsibility.
~~With respect to a change in control, the term good reason under the plan also includes a required relocation of more than 50 miles.~~
The term cause under the Senior Management Severance Plan generally has the same meaning as the definition of such term under the individual change in control employment agreements.
82 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Executive Compensation Data~~
Benefits under the change in control employment agreements and the Senior Management Severance Plan are subject to termination upon an executive’s violation of his or her restrictive covenants, and incentive payments under the agreements and the plan may be subject to the recoupment policy adopted by the ~~board~~Board of ~~directors.~~Directors.
72     Exelon 2018 Proxy Statement
Table of Contents
Executive Compensation Data
Estimated Value of Benefits to be Received Upon Retirement
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they retired as of December 31, ~~2016.~~2017. These payments and benefits are in addition to the present value of the accumulated benefits from each NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the ~~Nonqualified~~ Deferred Compensation section.
Name       Cash
Payment
($)
(Note 1)       Value of
Unvested
Equity
Awards ($)
(Note 2)       Total
Value of All
Payments
and Benefits
($)
(Note 3)
Crane $ 1,586,000 $ 32,992,000   $ 34,578,000
Thayer — — —
Von Hoene Jr. 858,000 9,327,000 10,185,000
Cornew 855,000 — 855,000
O’Brien 758,000 8,127,000 8,885,000

Name
  (a)

Cash
Payment
($)
(Note 1)
(b)

Value of
Unvested
Equity
Awards
($)
(Note 2)
(c)

Total Value
of All
Payments
and
Benefits
($)
(Note 3)
(d)

Crane
   $ 2,346,000    $ 30,695,000    $ 33,041,000
Thayer
   —    —    —
Von Hoene
   1,238,000    8,390,000    9,628,000
Cornew
   1,233,000    —    1,233,000
O’Brien
   1,094,000    7,655,000    8,749,000
Notes to Benefits to be Received Upon Retirement Table
⁽¹⁾
Under the terms of the ~~2016 Annual Incentive Plan (AIP),~~2017 AIP, apro-rated actual incentive award is payable upon retirement based on the number of days worked during the year of retirement. The amount above represents the executive’s ~~2016~~2017 annual incentive payout (after ~~company/~~Company/business unit performance was ~~determined and negative discretion was applied)~~determined).
⁽²⁾ ~~The Value of Unvested Equity Awards includes the following:~~
a.
Includes the value of the ~~executive’s~~executives’ unvested PShare awards granted in 2015, 2016, and 2017 assuming target performance ~~share units. The amount above includes the number of unvested shares earned for the 2014-2016 performance share unit award. It is assumed the 2014, 2015~~ and ~~2016 performance shares are earned at target. The value of the shares is based on Exelon’s closing stock price on December 30, 2016 of $35.49; and~~
b. the accelerated portion of the executives’ ~~restricted stock award~~RSU awards that, per ~~the~~ applicable ~~award agreement,~~awards agreements, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December ~~30, 2016~~29, 2017 of ~~$35.49.~~$39.41.
⁽³⁾
The estimate of total payments and benefits is based on a December 31, ~~2016~~2017 retirement date.
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 83
~~Executive Compensation Data~~
Estimated Value of Benefits to be Received Upon Termination due to Death or Disability
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming their employment is terminated due to death or disability as of December 31, ~~2016.~~2017. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the ~~Nonqualified~~ Deferred Compensation section.
Name       Cash
Payment
($)
(Note 1)       Value of
Unvested
Equity
Awards ($)
(Note 2)       Total
Value of All
Payments
and Benefits
($)
(Note 3)
Crane $ 1,586,000 $ 32,992,000   $ 34,578,000
Thayer 742,000 10,068,000 10,810,000
Von Hoene Jr. 858,000 10,115,000 10,973,000
Cornew 855,000 10,782,000 11,637,000
O’Brien 758,000 8,127,000 8,885,000

Name
  (a)

Cash
Payment
($)
(Note 1)
(b)

Value of
Unvested
Equity
Awards
($)
(Note 2)
(c)

Total Value
of All
Payments
and Benefits
($)
(Note 3)
(d)

Crane
   $ 2,346,000    $ 30,695,000    $ 33,041,000
Thayer
   1,071,000    9,435,000    10,506,000
Von Hoene
   1,238,000    9,100,000    10,338,000
Cornew
   1,233,000    10,109,000    11,342,000
O’Brien
   1,094,000    7,655,000    8,749,000
Notes to Benefits to be Received Upon Termination due to Death or Disability Table
⁽¹⁾
Under the terms of the ~~2016~~2017 AIP, apro-rated actual incentive award is payable upon death or disability based on the number of days worked during the year of termination. The amount above represents the executives’ ~~2016~~2017 annual incentive payout (after ~~company/~~Company/business unit performance was ~~determined and negative discretion was applied)~~determined).
⁽²⁾ ~~The Value of Unvested Equity Awards includes the following:~~
a.
Includes the value of the ~~executive’s~~executives’ unvested PShare awards granted in 2015, 2016, and 2017 assuming target performance ~~share units. The amount above includes the number of unvested shares earned for the 2014-2016 performance share unit award. It is assumed the 2014, 2015~~ and ~~2016 performance shares are earned at target. The value of the shares is based on Exelon’s closing stock price on December 30, 2016 of $35.49; and~~
b. the accelerated portion of the executives’ ~~restricted stock award~~RSU awards that, per ~~the~~ applicable ~~award agreement,~~awards agreements, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December ~~30, 2016~~29, 2017 of ~~$35.49.~~$39.41.
⁽³⁾
The estimate of total payments and benefits is based on a December 31, ~~2016~~2017 termination due to death or disability.
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84 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
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Executive Compensation Data
Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated as of December 31, ~~2016~~2017 under the terms of the Amended and Restated Senior Management Severance Plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the ~~Nonqualified~~ Deferred Compensation section.
Name       Cash
Payment
($)
(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
($)
(Note 6)
Crane $ 7,387,000       $ 2,043,000 $ 32,992,000        $ 118,000       $ 40,000    $ 42,580,000
Thayer 3,893,000 346,000 10,050,000 32,000 40,000 14,361,000
Von Hoene Jr. 4,404,000 284,000 9,988,000 35,000 40,000 14,751,000
Cornew 4,389,000 336,000 10,764,000 39,000 40,000 15,568,000
O’Brien 3,974,000 322,000 8,127,000 74,000 40,000 12,537,000

Name
  (a)

Cash
Payment
($)
(Note 1)
(b)

Retirement
Benefit
Enhance-
Ment
($)
(Note 2)
(c)

Value of
Unvested
Equity
Awards
($)
(Note 3)
(d)

Health and
Welfare
Benefit
Continuation
($)
(Note 4)
(e)

Perquisites
And Other
Benefits
($)
(Note 5)
(f)

Total Value
of All
Payments
and Benefits
($)
(Note 6)
(g)

Crane
   $ 8,147,000    $ 2,907,000    $ 30,695,000    $ 113,000    $ 40,000    $ 41,902,000
Thayer
   4,145,000    182,000    9,206,000    33,000    40,000    13,606,000
Von Hoene
   4,698,000    242,000    8,844,000    45,000    40,000    13,869,000
Cornew
   4,681,000    241,000    9,880,000    39,000    40,000    14,881,000
O’Brien
   4,232,000    220,000    7,655,000    75,000    40,000    12,222,000
Notes to Benefits to be Received Upon Involuntary Separation Not Related to a CIC Table
⁽¹⁾
Represents the estimated severance benefit equal to 2 times the sum of the executive’s (i) current base salary and (ii) the target annual incentive for the year of termination. In addition, under Section 4.2 of the Senior Management Severance Plan, apro-rated annual incentive award is payable upon involuntary separation or qualifying voluntary separation based on the days worked during the year of termination pursuant to the terms in the ~~2016~~2017 AIP. The amount above represents the executives’ ~~2016~~2017 annual incentive payout (after ~~company/~~Company/business unit performance was determined and negative discretion was applied).
⁽²⁾
Represents the estimated retirement benefit enhancement that consists of aone-time lump sum payment based on the actuarial present value of a benefit under thenon-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of thenon-qualified pension plan.
⁽³⁾ ~~The Value of Unvested Equity Awards includes the following:~~
a.
Includes the value of the ~~executive’s~~executives’ unvested PShare awards granted in 2015, 2016, and 2017 assuming target performance ~~share units. The amount above includes the number of unvested shares earned for the 2014-2016 performance share unit award. It is assumed the 2014, 2015~~ and ~~2016 performance shares are earned at target. The value of the shares is based on Exelon’s closing stock price on December 30, 2016 of $35.49; and~~
b. the accelerated portion of the executives’ ~~restricted stock award~~RSU awards that, per ~~the~~ applicable ~~award agreement,~~awards agreements, would vest upon an involuntary separation not related to a change inof control. The value of the shares is based on Exelon’s closing stock price on December ~~30, 2016~~29, 2017 of ~~$35.49.~~$39.41.
⁽⁴⁾
Estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period.
⁽⁵⁾
Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs.
⁽⁶⁾
The estimate of total payments and benefits is based on a December 31, ~~2016~~2017 termination date. The executives are participants in the Senior Management Severance Plan and severance benefits are determined pursuant to Section 4 of the Severance Plan.
74     Exelon 2018 Proxy Statement
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 85
Table of Contents
Executive Compensation Data
Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control
The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated upon a qualifying change in control as of December 31, ~~2016.~~2017. The ~~company~~Company has entered into Change in Control agreements with ~~Messrs. Crane, Cornew, O’Brien, Thayer and Von Hoene.~~each NEO. These payments and benefits are in addition to the present value of accumulated benefits from the NEO’s qualified andnon-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the ~~Nonqualified~~ Deferred Compensation section.
Name       Cash
Payment ($)
(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
($)
(Note 6)       Total Value of
All Payments
and Benefits
($)
(Note 7)
Crane $ 10,959,000      $ 3,297,000      $ 32,992,000        $ 177,000        $ 40,000 Not required    $ 47,465,000
Thayer 6,201,000 486,000 10,068,000 48,000 40,000 Not required 16,843,000
Von Hoene Jr. 6,638,000 460,000 10,115,000 52,000 40,000 Not required 17,305,000
Cornew 7,000,000 581,000 10,782,000 58,000 40,000 Not required 18,461,000
O’Brien 6,406,000 376,000 8,127,000 111,000 40,000 Not required 15,060,000

Name
(a)

Cash
Payment
($)
(Note 1)
(b)

Retirement
Benefit
Enhance-
ment
($)
(Note 2)
(c)

Value of
Unvested
Equity
Awards
($)
(Note 3)
(d)

Health and
Welfare
Benefit
Continuation
($)
(Note 4)
(e)

Perquisites
and Other
Benefits
($)
(Note 5)
(f)

Potential
Scaleback
($)
(Note 6)
(h)

Total Value
of All
Payments
and
Benefits
($)
(Note 7)
(i)

Crane
$ 11,063,000 $ 4,832,000 $ 30,695,000 $ 170,000 $ 40,000 Not required $ 46,800,000
Thayer
5,735,000 270,000 9,435,000 49,000 40,000 (2,507,496 ) 13,021,504
Von Hoene
6,038,000 362,000 9,100,000 67,000 40,000 Not required 15,607,000
Cornew
6,466,000 392,000 10,109,000 59,000 40,000 Not required 17,066,000
O’Brien
6,089,000 249,000 7,655,000 113,000 40,000 Not required 14,146,000
Notes to Benefits to be Received Upon a Qualifying Termination following a CIC Table
⁽¹⁾
Represents the estimated cash severance benefit equal to 2.99 times the sum of the executive’s (i) current base salary and (ii) Severance Incentive. Also, this amount includes an additional payment for Mr. O’Brien of $35,000.
Under Section 4.1(a)(ii) of the CIC Employment Agreement, the executive’s target incentive award is payable upon termination (but capped at actual ~~performance before the application of negative discretion)~~performance). The amounts above represent the executives’ ~~2016~~2017 target annual incentive.
⁽²⁾
Represents the estimated retirement benefit enhancement that consists of aone-time lump sum payment based on the actuarial present value of a benefit under thenon-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of thenon-qualified pension plan.
⁽³⁾ ~~The Value of Unvested Equity Awards includes the following:~~
a.
Includes the value of the executives’ unvested ~~performance share units. Pursuant to Section 4.1(c) of the CIC Employment Agreement,~~PShares, all of ~~the shares~~which will vest upon termination at the actual level earned and ~~awarded. The amount above includes the number of unvested shares earned for the 2014-2016 performance share unit award. It~~awarded (it is assumed the ~~2014,~~ 2015, 2016, and ~~2016 performance shares~~2017 PShares are earned at ~~target. The value of~~target) and the ~~shares is based on Exelon’s closing stock price on December 30, 2016 of $35.49; and~~
b. ~~the value~~accelerated portion of the executives’ ~~restricted stock~~RSUs that ~~pursuant to Section 4.1(d) of the CIC Employment Agreement or the terms of the award,~~ would vest upon a qualifying termination following a change in control. The value of the shares is based on Exelon’s closing stock price on December ~~30, 2016~~29, 2017 of ~~$35.49.~~$39.41.
⁽⁴⁾
Estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period.
⁽⁵⁾
Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs.
⁽⁶⁾
In 2009, the ~~compensation committee~~Compensation Committee adopted a policy that no future employment or severance agreements will provide for an excise taxgross-up payment. In 2016, the ~~compensation committee~~Compensation Committee also removed the excise taxgross-up payment from all existing agreements.
⁽⁷⁾
The estimate of total payments and benefits is based on a December 31, ~~2016~~2017 termination date. The ~~company~~Company has entered into change in control employment agreement with all of the executives.
www.exeloncorp.com     75
86 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Advisory Vote on the Frequency~~Table of ~~an Advisory Vote on~~ Contents
Executive Compensation
Data
~~PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION~~CEO Pay Ratio
~~The~~As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, ~~provide that shareholders be given~~we are providing the ~~opportunity~~following information about the relationship of annual total compensation, calculated pursuant to ~~cast an advisory(non-binding)~~ vote on how often the company should include an advisory vote on executive compensation in its proxy materials for future annual shareholder meetings. Under this Proposal No. 4, shareholders may vote to have the~~say-on-pay~~ ~~vote every year, every two years, or every three years, or shareholders may abstain from voting on this proposal.~~
~~Our shareholders voted on a similar proposal in 2011, with the majority voting to hold thesay-on-pay~~ ~~vote every year. Our board~~SEC rules, of directors continues to believe that an annual advisory vote on executive compensation is the appropriate alternative for Exelon. Exelon values the direct input it receives from shareholders on executive compensation and other matters. An annual advisory vote on executive compensation is consistent with our ~~policy of seeking input from and engaging in discussions with our shareholders on corporate governance matters~~median employee and our ~~executive compensation philosophy, policies and practices. Given~~CEO, Christopher M. Crane. For 2017, the ~~large number~~ratio of ~~Exelon shareholders, we are unable to receive direct feedback from each of our shareholders. We believe that an~~ annual ~~advisory vote on the~~total compensation of our ~~named~~CEO and the median of the annual total compensation of all employees was 127:1, demonstrating Exelon’s commitment to balance equitable compensation stewardship with competitively based compensation that drives and rewards performance. The total annual compensation for Mr. Crane and the median employee is $14,857,859 and $117,176, respectively.
On December 8, 2017, our employee population consisted of approximately 34,972 individuals (excluding the CEO), which includes two employees based in the United Kingdom and eight employees based in Canada. We have chosen to exclude these ten employees as permitted under SEC rules from our determination of the “median employee,” given the small number of our non-US based employees. The consistently applied compensation measure we used to identify the median employee was W-2 Box 1 wages for employees as of December 8, 2017. 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 found on page 63 in this proxy statement for our 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.
76     Exelon 2018 Proxy Statement
Table of Contents
Ownership of Exelon Stock
Beneficial Ownership Table
The following table shows the ownership of Exelon common stock as of January 31, 2018 by each Director, each NEO in the Summary Compensation Table, and for all Directors and executive officers ~~will allow~~as a group.
Name of Beneficial Owner       Beneficial
Ownership of
Exelon
Common Stock
(Note 1)       Common Shares
Underlying Vested
Stock Options and
Options that Vest
Within 60 Days       Total
Share
Interest
(Note 2)
Anthony K. Anderson 17,982 — 17,982
Ann C. Berzin 70,654 — 70,654
Yves, C. de Balmann 61,656 — 61,656
Nicholas DeBenedictis 50,929 — 50,929
Nancy L. Gioia 7,237 — 7,237
Linda P. Jojo 8,810 — 8,810
Paul L. Joskow 42,673 — 42,673
Robert J. Lawless 87,715 — 87,715
Richard W. Mies 30,945 — 30,945
John W. Rogers, Jr. 86,072 — 86,072
Mayo A. Shattuck III 297,447 — 297,447
Stephen D. Steinour 79,265 — 79,265
Christopher M. Crane 580,478 509,000 1,089,478
Jonathan W. Thayer 122,635 474,355 596,990
Kenneth W. Cornew 122,048 135,200 257,248
William A. Von Hoene, Jr. 212,280 232,200 444,480
Denis P. O’Brien 151,168 230,700 381,868
Total
Directors & Executive Officers
as a group (23 people)
(Note 3) 2,465,444 2,002,046 4,467,490
⁽¹⁾
Includes any shares as to which the individual has sole or shared voting power or investment power, Directors’ deferred stock units, officers’ RSUs and deferred shares held in the Stock Deferral Plan, and Directors’ and officers’ 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⁾
Total share interest of Directors and executive officers, both individually and as a group, represents less than 1% of the outstanding shares of Exelon common stock.
⁽³⁾
Total includes shares held by all Directors and NEOs as well as those executive officers listed in Item 1, Executive Officers of the Registrants in Exelon’s 2017 Annual Report on Form 10-K filed on February 9, 2018, who are not NEOs for purposes of compensation disclosure.
www.exeloncorp.com     77
Table of ~~our shareholders~~Contents
Ownership of Exelon Stock
Other Significant Owners of Exelon Stock
Shown in the table below are those owners who are known to ~~provide us with their general input~~Exelon to hold more than 5% of the outstanding common stock. This information is based on ~~our compensation philosophy, policies and practices while we continue to seek direct input from shareholders through other means. Our board of directors therefore recommends that you vote for aone-year~~ ~~interval for~~ the ~~advisory vote on executive compensation.~~
~~The proxy card provides shareholders~~most recent Schedule 13Gs filed with the ~~opportunity to choose among four options (holding the vote every year, every two years or every three years, or abstaining)~~SEC by The Vanguard Group on February 7, 2018, BlackRock, Inc. on January 24, 2018, FMR LLC on February 13, 2018, and ~~therefore, shareholders will not be voting to approve or disapprove the board’s recommendation.~~
~~The option~~State Street Corporation on the frequency of the advisory vote on the compensation of our named executive officers that receives the most votes from shareholders will be considered by the board and the compensation committee as the shareholders’ recommendation as to the frequency of future advisory votes on our compensation philosophy, policies and practices. However, the outcome of this advisory vote on the frequency of the advisory vote on the compensation of our named executive officers is not binding on us or our board.February 14, 2018.
~~Exelon expects that the question of frequency ofsay-on-pay~~ ~~voting will be presented for a vote of shareholders again in 2023.~~
~~The board of directors unanimously recommends a vote for the option of “ONE YEAR” as the preferred frequency for future advisory votes on executive compensation.~~
Name and address of beneficial owner       Amount and nature of
beneficial ownership       Percent of class
The Vanguard Group⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355 71,031,537 7.4%
BlackRock, Inc.⁽²⁾
55 East 52^ndStreet
New York, NY 10055 70,837,596 7.4%
FMR LLC⁽³⁾
245 Summer Street
Boston, MA 02210 60,345,047 6.3%
State Street Corporation⁽⁴⁾
State Street Financial Center
One Lincoln Street
Boston, MA 02111 57,252,056 6.0%
⁽¹⁾
The Vanguard Group disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of 1,352,693 shares, shared voting power over 217,759 shares, sole power to dispose or direct the disposition of 69,506,982 shares, and shared dispositive power over 1,524,555 shares.
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~⁽²⁾
BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of 61,565,341 shares and sole power to dispose or direct the disposition of 70,837,597 shares.
⁽³⁾
FMR LLC disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of 7,478,149 shares and sole power to dispose or direct the disposal of 60,345,047 shares.
87⁽⁴⁾
State Street Corporation disclosed in its Schedule 13G that it has shared voting power over 48,517,010 shares and shared dispositive power over 57,252,056 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon signed affirmations received from Directors and officers, as well as administrative review of Company plans and accounts administered by private brokers on behalf of Directors and officers, Exelon believes that its Directors and officers made all required Section 16 filings on a timely basis during 2017.
78     Exelon 2018 Proxy Statement
Table of Contents
~~Communication with the Board of Directors~~Additional Information
~~PROCESS FOR SHAREHOLDER COMMUNICATIONS WITH THE BOARD~~
Shareholders and other interested persons can communicate with any director or the independent directors as a group by writing to them, c/o Bruce G. Wilson, Senior Vice President, Deputy General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The board has instructed the Corporate Secretary to review communications initially and transmit a summary to the directors and to exclude from transmittal any communications that are commercial advertisements, other forms of solicitation, general shareholder service matters or individual service or billing complaints. Under the board policy, the Corporate Secretary will forward to the directors any communication raising substantial issues. All communications are available to the directors upon request. Shareholders may also report an ethics concern with the Exelon Ethics Hotline by calling~~1-800-23-Ethic(1-800-233-8442).~~ ~~You may also report an ethics concern via the Internet at EthicsOffice@ExelonCorp.com.~~
~~SHAREHOLDER PROPOSALS~~Shareholder Proposals
If you ~~want~~wish to submit a proposal for possible inclusion in next year’s proxy statement, you must submit it in writing to the Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. Exelon must receive your proposal on or before November ~~15, 2017.~~21, 2018. Exelon will consider only proposals meeting the requirements of the applicable rules of the Securities and Exchange Commission. Under our ~~Bylaws,~~bylaws, the proposal must also disclose fully all ownership interests the proponent has in Exelon and contain a representation as to whether the shareholder has any intention of delivering a proxy statement to the other shareholders of Exelon.
We strongly encourage any shareholder interested in submitting a proposal to contact our Corporate Secretary in advance of this deadline to discuss the proposal, and shareholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement. Our ~~corporate governance committee~~Corporate Governance Committee reviews all shareholder proposals and makes recommendations to the ~~board~~Board for action on such proposals.
Additionally, under our ~~Bylaws,~~bylaws, for a shareholder to bring any matter before the ~~2018~~2019 annual meeting that is not included in the ~~2017~~2018 proxy statement, the shareholder’s written notice must be received by the Corporate Secretary not less than 120 days prior to the first anniversary of the mailing date of this proxy statement, which will be November ~~15, 2017.~~21, 2018.
~~DIRECTOR NOMINATIONS~~Director Nominations
A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the ~~Exelon corporate governance committee~~Corporate Governance Committee for nomination as a ~~director~~Director must submit the recommendation in writing to the Chair of the Corporate Governance Committee, c/o ~~Bruce G. Wilson,~~Thomas S. O’Neill, Senior Vice President, ~~Deputy~~ General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The ~~corporate governance committee~~Corporate Governance Committee will consider all recommended candidates and self-nominees when making its recommendation to the full ~~board~~Board of ~~directors~~Directors to nominate a slate of ~~directors~~Directors for election.
^•●
Nominations for ~~2017.~~2018.Under the ~~Exelon Bylaws,~~Exelon’s bylaws, the deadline has passed for a shareholder to nominate a candidate (or nominate himself or herself) for election to the ~~board of directors~~Board at the ~~2017~~2018 annual meeting.
88● ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Communication with the Board of Directors~~
^•
Nominations for ~~2018.~~2019.There are several ways a shareholder may nominate a candidate for election as a ~~director~~Director or to stand for election at the ~~2018~~2019 annual meeting. As noted above, a shareholder may submit a recommendation to the ~~corporate governance committee,~~Corporate Governance Committee, which will consider the nomination when making recommendations to the ~~full board~~Board for nominations for ~~director.~~Director.
A shareholder may also use one of two alternative provisions of Exelon’s ~~Bylaws~~bylaws to nominate a candidate for election as a ~~director.~~Director. Under one provision of the ~~Bylaws~~bylaws currently in effect, a shareholder must comply with the following: (1) notice of the proposed nomination must be received by Exelon no later than November ~~15, 2017;~~21, 2018; (2) the notice must include information required under the ~~Bylaws,~~bylaws, including: (a) information about the nominating shareholder, (b) information about the candidate that would be required to be included in a proxy statement under the rules of the SEC, (c) a representation as to whether the shareholder intends to deliver a proxy statement to the other shareholders of Exelon, and (d) the signed consent of the candidate to serve as a ~~director~~Director of Exelon, if elected. Under this procedure, any shareholder can nominate any number of candidates for director for election at the annual meeting, but the shareholder’s nominees will not be included in Exelon’s proxy statement or form of proxy for the meeting.
A shareholder who meets criteria in the Exelon ~~Bylaws~~bylaws may also nominate a limited number of candidates for election as ~~directors~~Directors through provisions commonly referred to as “proxy access.” Subject to the requirements set forth in the ~~Bylaws,~~bylaws, any shareholder or group of up to 20 shareholders holding both investment and voting rights with respect to at least 3% of Exelon’s outstanding common stock continuously for at least 3 years may nominate up to 20% of the Exelon ~~directors~~Directors to be elected (2 ~~directors~~Directors on Exelon’s current ~~board~~Board of 13 ~~directors)~~Directors). The nominating shareholder(s) must comply with the following, among other detailed requirements specified in the ~~Bylaws:~~bylaws: (1) notice of the proposed nomination and other required information must be received by Exelon no earlier than October ~~16, 2017~~22, 2018 and no later than November ~~15, 2017;~~21, 2018; (2) the notice must include information required under the Bylaws, including: (a) information about the nominating shareholder(s), (b) information about the candidate(s) including information that would be required to be included in a proxy statement under the rules of the SEC, and (c) the signed consent of each candidate to serve as a ~~director~~Director of Exelon, if elected. Under this procedure, the shareholder’s nominees will be included in the Exelon proxy statement and the form of proxy for the meeting.
www.exeloncorp.com     79
Table of Contents
Additional Information
A shareholder who wishes to submit a nomination is encouraged to seek the advice of legal counsel regarding the requirements of the SEC and Exelon’s ~~Bylaws.~~bylaws. Exelon will not consider any proposal or nomination that does not comply with the requirements of the SEC and Exelon’s ~~Bylaws.~~bylaws.
Exelon’s ~~Bylaws~~bylaws are amended from time to time. Please review the ~~Bylaws~~bylaws posted on our website to determine if any changes to the nomination process or requirements have been made.
~~AVAILABILITY OF CORPORATE DOCUMENTS~~Availability of Corporate Documents
The Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated ~~Bylaws,~~bylaws, and the charters for the ~~audit, corporate governance, compensation~~Audit, Corporate Governance, Compensation and ~~leadership development~~Leadership Development and other ~~committees~~Committees of the ~~board~~Board of ~~directors~~Directors are available on the Exelon website atwww.exeloncorp.com, on the Governance page under the Investors tab. Copies may be printed from the Exelon website and copies are available without charge to any shareholder who requests them by writing to ~~Bruce G. Wilson,~~Thomas S. O’Neill, Senior Vice President, ~~Deputy~~ General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. In addition, our Articles of Incorporation, Compensation Consultant Independence Policy, Political Contributions Guidelines, biographical information concerning each ~~director,~~Director, and all of our filings submitted to the SEC are available on our website. Access to this information is free of charge to any user with internet access. Information contained on our website is not part of this proxy statement.
80     Exelon 2018 Proxy Statement
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 89
Table of Contents
Frequently Asked Questions
Can I access the Notice of Annual Meeting and Proxy Statement and the ~~2016~~2017 Financial Report on the Internet?
As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the internet at ~~www.proxyvote.com.~~www.proxyvote.com. On March ~~15, 2017,~~21, 2018, we began mailing to our shareholders a notice containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice.
In addition, shareholders may request to receive proxy materials in printed form or electronically by email on an ongoing basis. Exelon encourages shareholders to take advantage of the availability of the proxy materials on the internet in order to save Exelon the cost of producing and mailing documents to you, reduce the amount of mail you receive and help preserve resources.
Shareholders of ~~Record:~~record: If you vote on the internet atwww.proxyvote.com, simply follow the prompts for enrolling in the electronic delivery service.
Beneficial ~~Owners:~~owners: You also may be able to receive copies of these documents electronically. Please check the information provided in the proxy materials sent to you by your bank, broker or other holder of record regarding the availability of this service.
Do I need a ticket to attend the ~~annual meeting?~~Annual Meeting?
You will need an admission ticket or proof of ownership to enter the annual meeting.
If you are a shareholder of record, the bottom half of your proxy card will serve as your admission ticket.
If your shares are held in the name of a bank, broker, or other holder of record and you plan to attend the meeting, you must present proof of your ownership of Exelon stock as you enter the meeting, such as a bank or brokerage account statement. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of Exelon stock, to:
Annual Meeting Admission Tickets c/o ~~Bruce G. Wilson,~~Thomas S. O’Neill, Senior Vice President, ~~Deputy~~ General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398 Chicago, Illinois 60680-5398.
Shareholders also must present a form of personal photo identification in order to be admitted into the meeting.
No cameras, audio or video recording equipment, similar electronic devices, large bags, briefcases or packages will be permitted into the meeting or adjacent areas. Cell phones and similar wireless communication devices will be permitted in the meeting only if turned off. All items brought into the meeting will be subject to search.
Who is entitled to vote at the ~~annual meeting?~~Annual Meeting?
Holders of Exelon common stock as of 5:00 p.m. New York Time on March ~~3, 2017~~2, 2018 are entitled to receive notice of the annual meeting and to vote their shares at the meeting. As of that date, there were ~~925,763,160~~964,986,919 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.
90 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Frequently Asked Questions~~
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with Exelon’s transfer agent, EQ (formerly Wells Fargo Shareowner ~~Services,~~Services), you are the “shareholder of record” of those shares. This Notice of Annual Meeting and Proxy Statement and accompanying documents have been provided directly to you by Exelon.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. This Notice of Annual Meeting and Proxy Statement and the accompanying documents have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the ~~Internet.~~internet.
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Table of Contents
Frequently Asked Questions
How do I vote?
Your vote is important. We encourage you to vote promptly. Internet and telephone voting are available through 11:59 ~~p.m. Eastern~~p.m.Eastern Time on April ~~24, 2017.~~30, 2018. You may vote in the following ways:
By Internet
^•By Telephone
By Mail
At the Annual Meeting

~~By Internet.~~If you have internet access, you may vote by internet. You will need the control number included on your proxy card or voting instruction form (VIF), as applicable. You may vote in a secure manner atwww.proxyvote.com24 hours a day. You will be able to confirm that the system has properly recorded your votes, and you do not need to return your proxy card or VIF.
^•
~~By Telephone.~~If you are located in the United States or Canada, you can vote by calling the toll-free telephone number(1-800-690-6903) and following the recorded instructions. You will need the control number included on your Notice Regarding the Availability of Proxy Materials, proxy card or VIF, as applicable. You may vote by telephone 24 hours a day. The telephone voting system haseasy-to-follow instructions and allows you to confirm that the system has properly recorded your votes. If you vote by telephone, you do not need to return your proxy card or your VIF.
^•
~~By Mail.~~If you are a holder of record and received a full paper set of materials, you can vote by marking, dating and signing your proxy card and returning it by mail in the postage-paid envelope provided. If you are a beneficial holder of shares held of record by a bank or broker or other street name, please complete and mail the VIF provided by the holder of record.
^•
~~At the Annual Meeting.~~If you are a shareholder of record and attend the annual meeting in person, you may use a ballot provided at the meeting to cast your vote. If you are a beneficial owner, you will need to have a legal proxy from your broker, bank or other holder of record in order to vote by ballot at the meeting.
May I revoke a proxy?
Yes. You may revoke a proxy at any time before the proxy is exercised by filing with the Corporate Secretary a notice of revocation, or by submitting a later-dated proxy by mail, telephone or electronically through the Internet. You may also revoke your proxy by attending the annual meeting and voting in person.
What is householding and how does it affect me?
Exelon has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of this Notice of Annual Meeting and Proxy Statement and the ~~2016~~2017 Annual Report, unless we are notified that one or more of these shareholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Notice of Internet Availability of Proxy Materials will receive instructions on submitting their proxy cards/voting instruction form via the internet.
If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our distribution agent, Broadridge Financial Solutions, by calling (800) 542-1061 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 91
If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered shareholder and through the Exelon 401(k) Savings Plan. You should vote each proxy card/voting instruction form you receive.
82     Exelon 2018 Proxy Statement
Table of Contents
Frequently Asked Questions
What are the voting requirements to elect the ~~directors~~Directors and to approve each of the proposals discussed in the Proxy Statement?
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the annual meeting, in person or represented by proxy, is necessary to constitute a quorum.
Election of Directors: Majority Vote Policy
Under our ~~Bylaws, directors~~bylaws, Directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast “for” a ~~director~~Director nominee must exceed the number of votes cast “against” the nominee. An abstention will have no effect on the outcome of the vote because an abstention does not count as a vote cast. In contested elections, the vote standard would be a plurality of votes cast, in which case a withhold vote would have no effect on the vote’s outcome. In either case, brokernon-votes will have no effect on the outcome of the vote because they are not considered votes cast.
Our ~~Bylaws~~bylaws provide that, in an uncontested election, each ~~director~~Director nominee must submit to the ~~board~~Board before the annual meeting a letter of resignation that becomes effective only if the ~~director~~Director fails to receive a majority of the votes cast at the annual meeting. The resignation of a ~~director~~Director nominee who is not an incumbent ~~director~~Director is automatically accepted by the ~~board.~~Board. The resignation of an incumbent ~~director~~Director is tendered to the independent ~~directors~~Directors of the ~~board~~Board for a determination of whether or not to accept the resignation. The ~~board’s~~Board’s decision and the basis for the decision would be disclosed within 90 days following the certification of the final vote results.
Ratification of PricewaterhouseCoopers as Independent Auditor
The appointment of PricewaterhouseCoopers LLP (PwC) as Exelon Corporation’s independent auditor requires an affirmative vote of a majority of shares of common stock represented at the annual meeting and entitled to vote thereon in order to be adopted. An abstention will have the effect of a vote “against” the ratification of the independent auditor. If shareholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.
Executive Compensation ~~and Frequency of Vote on Executive Compensation~~
Under our bylaws, whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized upon receiving an affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon, and abstentions will have the effect of a vote “against” the action. However, the ~~votes on executive compensation and the frequency of the~~ vote on executive compensation ~~are~~is advisory and ~~are~~is not binding on the ~~company,~~Company, the ~~board~~Board of ~~directors,~~Directors, or the ~~compensation~~Compensation and ~~leadership development committee~~Leadership Development Committee in any way, as provided by law. Our ~~board~~Board and the ~~compensation~~Compensation and ~~leadership development committee~~Leadership Development Committee will review the results of the ~~votes~~vote and input from shareholders and will take them into account in making a determination concerning executive compensation ~~and the frequency of such advisory votes~~ consistent with our record of shareowner engagement.
Could other matters be decided at the ~~annual meeting?~~Annual Meeting?
AtAs of the date this proxy statement went to press, we ~~did not know~~knew of ~~any~~no matters to be raised at the annual meeting other than those referred to in this proxy statement.
Who will count the votes?
Representatives of Broadridge Financial Communications and Exelon’s Office of Corporate Governance will tabulate the votes and act as inspectors of the election.
92 ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
~~Frequently Asked Questions~~
Where can I find the voting results?
We will report the voting results in a Form8-K to be filed with the SEC within four business days following the end of our annual meeting. We will report the company’s decision on the frequency that the company will include a shareholder vote on the compensation of executives in its proxy materials no later than 150 calendar days after the annual meeting, but in no event later than 60 calendar days prior to the deadline for proposals for the 2018 annual meeting.
Who will pay for the cost of this proxy solicitation?
Exelon will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by ~~directors,~~Directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. We have hired ~~Kingsdale Shareholder Services US~~Alliance Advisors to distribute and solicit proxies. We will pay ~~Kingsdale Shareholder Services US~~Alliance Advisors a fee of ~~$20,000~~$15,000 plus reasonable expenses for these services.
www.exeloncorp.com     83
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~ 93
Table of Contents
Appendix
~~2016~~2017 Adjusted(non-GAAP) Operating Earnings
Exelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP). Exelon supplements the reporting of financial information determined in accordance with GAAP with certainnon-GAAP financial measures, including adjusted(non-GAAP) operating earnings per share. Adjusted(non-GAAP) operating earnings per share exclude certain costs, expenses, gains and losses and other specified items, includingmark-to-market adjustments from economic hedging activities, unrealized gains and losses from nuclear decommissioning trust fund investments, merger and integration costs, certain costs ~~incurred~~ associated with the PHI acquisition, merger commitments related to the settlement of the PHI acquisition, the impairment of certain long-lived assets, plant retirements and divestitures, costs related to the cost management program, thenon-controlling interest in Constellation Energy Nuclear Group, LLC, and other items as set forth in the reconciliation below.
The presentation of adjusted(non-GAAP) operating earnings per share 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. Accordingly, management uses adjusted(non-GAAP) operating earnings per share as a goal in its annual incentive plan. Adjusted(non-GAAP) operating earnings per share is not a presentation defined under GAAP and may not be comparable to other companies’ presentations. Exelon ~~provides~~reports adjusted(non-GAAP) operating earnings per share as supplemental information and in addition to earnings per share that are calculated and presented in accordance with GAAP. Adjusted(non-GAAP) operating earnings per share should not be deemed more useful than, a substitute for, or an alternative to earnings per share calculated and presented in accordance with GAAP.
A reconciliation of reported GAAP earnings per share to adjusted(non-GAAP) operating earnings per share for ~~2016~~2017 is presented ~~below; amounts~~below (amounts may not add due to ~~rounding:~~rounding):
2017 GAAP Earnings (Loss) Per Share 2017             $ 3.97
Adjustments:
Mark-to-market impact of economic hedging activities 0.11
Unrealized gains related to NDT fund investments (0.34 )
Amortization of commodity contract intangibles 0.04
Merger and integration costs 0.04
Merger commitments (0.14 )
Long-lived asset impairments 0.34
Plant retirements and divestitures 0.22
Reassessment of state deferred income taxes (1.37 )
Cost management program 0.04
Like-kind exchange tax position (0.03 )
Tax settlements (0.01 )
Bargain purchase gain (0.25 )
Gain on deconsolidation of business (0.14 )
Vacation policy change (0.03 )
Change in Environmental Remediation Liabilities 0.03
Noncontrolling interests 0.12
Adjusted (non-GAAP) Operating Earnings (Loss) Per Share $ 2.60
www.exeloncorp.com     A-1
Table of Contents

2016 Adjusted(non-GAAP) Operating Earnings (Loss) Per Share
   $ 2.68
Adjustments:

Mark-to-market impact of economic hedging activities
   0.03
Unrealized (gains) losses related to NDT fund investments
   (0.13 )
Amortization of commodity contract intangibles
   0.04
Merger and integration costs
   0.12
Long-lived asset impairment
   0.11
Asset retirement obligation
   (0.08 )
Reassessment of state deferred income taxes
   0.01
Merger commitments
   0.47
Plant retirements and divestitures
   0.47
Cost management program
   0.04
Like-kind exchange tax position
   0.21
Curtailment of Generation growth and development activities
   0.06
Non-controlling interest
   0.11
2016 GAAP Earnings (Loss) Per Share
   $ 1.22
~~A-1~~ ~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~
Appendix
~~2014 PShare Scorecard~~
The table below reflects the 2014 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels. Applies to the first year of the 2014-2016 PShare program.

2014 PShare Scorecard
Goals Metrics Metric
Weighting Operating
Company Threshold Target Target
Calibrated to
Disting-
uished
Final
Score Actual
Award vs.
Metric
Weighting
Financial
Management
ROE 30.0 % Exelon Corp 7.00 % 8.00 % Budget 9.00 % 8.22 % 30.0 %
FFO/Debt 30.0 % ExGen HoldCo 39.0 % 40.6 % Budget 43.1 % 41.0 % 30.0 %
Operational
Excellence
Outage Duration (Average) 6.7 % BGE 113.0 95.0 2nd Quartile 91.5 92.0 2.79 %
  ComEd 94.0 85.0 1st Quartile 84.0 84.0 3.35 %
PECO 94.0 88.0 1st Quartile 85.5 90.0 1.68 %

Outage Frequency (Average)
6.7 % BGE 1.12 0.97 2nd Quartile 0.91 0.77 3.35 %
  ComEd 0.90 0.78 1st Decile 0.76 0.81 1.68 %
PECO 0.90 0.78 1st Decile 0.76 0.77 2.79 %

Net Fleetwide Capacity Factor
13.3 % Nuclear 91.3 % 93.3 % 1st Quartile 93.8 % 94.2 % 19.95 %

Dispatch Match
13.3 % Power 95.1 % 97.1 % Internal Measure 97.9 % 96.5 % 9.98 %

Committee
Approved
Performance

105.56 %
2015 PShare Scorecard
The table below reflects the 2015 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels. Applies to the second year of the 2014-2016 PShare program and the first year of the 2015-2017 PShare program.
2015 PShare Scorecard
Goals      Metrics      Metric
Weighting      Operating
Company      Threshold      Target      Target
Calibrated to      Distinguished      Final
Score      Actual
Award vs.
Metric
Weighting
Financial
Management ROE 30.0% Exelon Corp 7.25% 7.75% Budget 8.50% 8.23% 37.5%
FFO/Debt 30.0% ExGen HoldCo 27.0% 30.0% Budget 42.7% 33.1% 30.0%
Operational
Excellence Outage 6.7% BGE 100.0 88.0 1st Quartile 85.0 91.0 1.68%
Duration ComEd 93.0 83.0 1st Quartile 82.0 82.0 3.35%
(Average) PECO 93.0 87.0 1st Quartile 85.0 84.0 3.35%
Outage
Frequency
(Average) 6.7% BGE 1.00 0.80 1st Decile 0.76 0.82 1.68%
ComEd 0.87 0.77 1st Decile 0.74 0.78 1.68%
PECO 0.87 0.77 1st Decile 0.74 0.70 3.35%
Net Fleetwide
Capacity
Factor 13.3% Nuclear 91.1% 93.1% 1st Quartile 93.6% 93.9% 19.95%
Dispatch
Match 13.3% Power 94.3% 96.6% Internal 97.8% 98.6% 19.95%
Measure
Committee Approved
Performance 122.48%
2016 PShare Scorecard

2015 PShare Scorecard
Goals Metrics Metric
Weighting Operating
Company Threshold Target Target
Calibrated to
Disting-
uished
Final
Score Actual
Award vs.
Metric
Weighting
Financial
Management
ROE 30.0 % Exelon Corp 7.25 % 7.75 % Budget 8.50 % 8.23 % 37.5 %
FFO/Debt 30.0 % ExGen HoldCo 27.0 % 30.0 % Budget 42.7 % 33.1 % 30.0 %
Operational
Excellence
Outage Duration (Average) 6.7 % BGE 100.0 88.0 1st Quartile 85.0 91.0 1.68 %
  ComEd 93.0 83.0 1st Quartile 82.0 82.0 3.35 %
PECO 93.0 87.0 1st Quartile 85.0 84.0 3.35 %

Outage Frequency (Average)
6.7 % BGE 1.00 0.80 1st Decile 0.76 0.82 1.68 %
  ComEd 0.87 0.77 1st Decile 0.74 0.78 1.68 %
PECO 0.87 0.77 1st Decile 0.74 0.70 3.35 %

Net Fleetwide Capacity Factor
13.3 % Nuclear 91.1 % 93.1 % 1st Quartile 93.6 % 93.9 % 19.95 %

Dispatch Match
13.3 % Power 94.3 % 96.6 % Internal Measure 97.8 % 98.6 % 19.95 %

Committee
Approved
Performance

122.48 %
The table below reflects the 2016 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels. Performance was evaluated at the end of 2016. The 2016 scorecard applies to the first year of the 2016-2018 PShare program, the second year of the 2015-2017 PShare program and the final year of the 2014-2016 PShare program.
2016 PShare Scorecard
Metrics       Metric
Weighting       Threshold       Target       Distinguished       Final
Score       Actual
Award vs.
Metric
Weighting
Exelon ROE 50.0% 6.60% 7.05% 7.50% 8.08% 75.0%
ExGen FFO/Debt 50.0% 27.0% 30.0% 38.01% 33.7% 50.0%
Committee-Approved
Performance 125.00%
A-2     Exelon 2018 Proxy Statement
Table of Contents
Appendix
2017 PShare Scorecard
The table below reflects the 2017 PShare Scorecard, which uses a “stair-step” approach with no interpolation between data performance levels for FFO/Debt. Utility Return on Equity and Utility Net Income use interpolation. Performance was evaluated at the end of 2017. The 2017 scorecard applies to the final year of the 2015-2017 PShare program.
2017 PShare Scorecard
Metrics       Metric
Weighting       Threshold
50%       Target
100%       Distinguished
150%       Final
Score       Actual Award vs.
Metric Weighting
Utility ROE 33.3% $1,459.00 $1,707.00 $1,979.00 $1,498.00 35.06%
Utility Net Income 33.3% 8.3% 9.5% 10.9% 9.4% 35.15%

Metric       Metric
Weighting       Threshold
50%       75%       Target
100%       125%       Distinguished
150%       Final
Score       Actual Award vs.
Metric Weighting
Exelon FFO/ 33.4% >=16.0% >=17.0% >=18.0% >=22.0% >=24.0% 18.9% 33.4%
Debt
Committee Approved
Performance 103.61%
www.exeloncorp.com     A-3
Table of Contents
Appendix
Exelon Corporation
Categorical Standards of Independence
In accordance with The Exelon Corporation Independence Standards for Directors, the Board has determined that the following categories of relationships do not affect an Exelon director’s independence unless determined to affect a director’s independence by reason of the independence standards set forth in Exelon’s Corporate Governance Principles. The categorical standards are intended to assist the directors with independence determinations in connection with relationships not specifically covered by the independence standards set forth in the Corporate Governance Principles. The Board may determine that other relationships do not affect independence.
Immaterial position and ownership interest:The relationship arises solely from (1) such director’s (or an immediate family member’s) position as a director, trustee, advisory board member, or similar position with another company or organization; (2) such director’s (or an immediate family member’s) direct or indirect ownership of a 10% or less equity interest in another company or organization; or (3) a combination of the relationships described in clauses (1) and (2).
Immaterial business relationships:A director’s (or an immediate family member’s) relationship with another company that participates in a transaction with the Company or its consolidated subsidiaries where: the rates or charges involved are determined by competitive bid or are competitive with current prices generally available to the public for similar goods and services; the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; the transaction involves services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, or commercial banking services provided on arm’s length terms and in the ordinary course of business; the provider of goods or services in a transaction is determined by the purchaser to be the only practical source to obtain the goods or services; or the interest arises solely from direct or indirect ownership of debt or equity securities of the Company or its subsidiaries where all holders of the same class of securities have the same rights and receive the same benefits on a pro rata basis.
Immaterial transactions:A director’s(or an immediate family member’s) relationship with another company that has made payments to, or received payments from, the Company for property or services in an amount which, in the last fiscal year, does not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues for such year.
Immaterial indebtedness:A director’s relationship as an executive officer, or where any member of his or her immediate family is an executive officer, of any other company which is indebted to the Company, or to which the Company is indebted, in each case excluding normal trade debt, and the total principal amount of such indebtedness is less than the greater of $1 million or 2% of the total consolidated assets of such other company.
Immaterial investment:A director’s (or an immediate family member’s) relationship with another company (1) in which Exelon or any of its consolidated subsidiaries (including any benefit plan or arrangement sponsored by Exelon or its consolidated subsidiaries), or any nuclear decommissioning trust or other segregated investment fund maintained by Exelon or its subsidiaries makes investments or places funds for investment management or (2) which underwrites or invests in securities issued by Exelon or any of its consolidated subsidiaries, all in the ordinary course of such other company’s business on terms and under circumstances similar to those available to or from entities unaffiliated with such director.
Immaterial non-profit relationships:A director’s relationship as a current employee or where any member of his or her immediate family serves as executive officer of a charitable or educational organization which receives contributions from the Company or any of its consolidated subsidiaries in its most recent fiscal year of less than the greater of $1 million or 2% of that organization’s consolidated gross revenues in that year. In any other circumstances, a director’s relationship with a charity or educational organization to which the Company or any of its consolidated subsidiaries makes contributions where the aggregate contributions made by the Company or any of its consolidated subsidiaries to that organization in its most recent fiscal year were less than the greater of $1 million or 5% of that organization’s consolidated gross receipts for that year.
A-4     Exelon 2018 Proxy Statement
Table of Contents
2017 Exelon Recognition and Partnerships
Corporate & Foundation Giving
$52.1 million
Last year, Exelon ~~CorporationNotice of the Annual Meeting~~ and ~~2017 Proxy Statement~~its employees set all-time records, committing more than $52.1 million to non-profit organizations and volunteering more than 210,000 hours       ~~A-2~~Civic 50
Exelon was named for the first time to the Civic 50, recognizing the most community-minded companies by Points of Light, the world’s largest organization dedicated to volunteer service
Corporate Recognition Diversity & Inclusion
2017 Laurie D. Zelon Pro Bono Award
Awarded by the Pro Bono Institute for exemplary pro bono legal service and leadership Kids in Need of Defense Innovation Award
Exelon’s legal department and the Baltimore chapter of Organization of Latinos at Exelon (OLE) for their work with unaccompanied minors from Central America HeForShe
Exelon joined U.N. Women’s HeForShe campaign, which is focused on gender equality. Pledge includes a $3 million commitment to develop new STEM programs for girls and young women and improving the retention of women at Exelon by 2020 Billion Dollar Roundtable
Exelon became the first energy company to join the Billion Dollar Roundtable, an organization that promotes supplier diversity for corporations achieving $1 billion or more in annual direct spending with minority and women-owned businesses CEO Action for Diversity & Inclusion
Exelon joined 150 leading companies for the CEO Action for Diversity & Inclusion™, the largest CEO-driven commitment aimed at taking action to cultivate a workplace where diverse perspectives and experiences are welcomed and respected
Sustainability
Dow Jones Sustainability Index
Exelon named to Dow Jones Sustainability Index for 12th consecutive year Newsweek Magazine’s Green Rankings
Newsweek Magazine’s Green Rankings recognized our leadership in sustainability, where we ranked third among utilities, No. 12 in the U.S. 500 and 24th among the Global 500 Land for People Award
Received the Trust for Public Land’s national “Land for People Award” in recognition of Exelon’s Exelon’s deep support of environmental stewardship, creating new parks and promoting conservation
Carbon Reduction
A recent M.J. Bradley and Associates report noted Exelon’s generation fleet had the lowest rate of emissions among the 20 largest public or privately held energy producers. Fortune also recognized Exelon as the second-lowest carbon emitter of all Fortune 100 companies
Workforce
DiversityInc Top 50
DiversityInc. named Exelon as one of the Top 50 companies for excellence in diversity Indeed.com “50 Best Places to Work”
Indeed.com ranked Exelon No. 18 on its “50 Best Places to Work” Human Rights Campaign “Best Places to Work”
For the third consecutive year, HRC’s Corporate Equality Index gave Exelon a perfect rating on its best places to work for LGBTQ 2017 U.S. Veterans Magazine’s “Best of the Best”
Most veteran-friendly companies Historically Black Engineering Schools
Top Supporter recognition for five consecutive years

Exelon Corporation

P.O. Box 805398

Chicago, IL 60680-5398

exeloncorp.com

^©Exelon Corporation, ~~2017~~2018
This proxy statement was printed in a facility that uses exclusively vegetable based inks, 100% renewable wind energy and releases zero VOCs into the environment.

Table of Contents

EXELON CORPORATION
10 SOUTH DEARBORN STREET

P.O. BOX 805398

CHICAGO, IL 60680-5398

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April ~~24, 2017.~~30, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April ~~24, 2017.~~30, 2018. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E39820-P04234-Z71932 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~
~~E20947-P87426-Z69468                                 KEEP THIS PORTION FOR YOUR RECORDS~~
~~DETACH AND RETURN THIS PORTION ONLY~~
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~
EXELON CORPORATION
The Board of Directors recommends you vote FOR the following:

1. Election of Directors For Against Abstain
Nominees:
1a. Anthony K. Anderson ☐ ☐ ☐
1b. Ann C. Berzin ☐ ☐ ☐
~~EXELON CORPORATION~~
1c. Christopher M. Crane ☐ ☐ ☐

~~The board of directors recommends voting FOR Proposals 1 through 3:~~

1.
~~Election of Directors~~
~~For~~ ~~Against~~ ~~Abstain~~
1d. Yves C. de Balmann ☐ ☐ ☐

~~Nominees:~~

1e. Nicholas DeBenedictis ☐ ☐ ☐
1f. Linda P. Jojo ☐ ☐ ☐
1g. Paul L. Joskow ☐ ☐ ☐
1h. Robert J. Lawless ☐ ☐ ☐
1i. Richard W. Mies ☐ ☐ ☐

~~1a.~~ ~~Anthony K. Anderson~~ ☐ ☐ ☐
~~1b.~~ ~~Ann C. Berzin~~ ☐ ☐ ☐ ~~For~~ ~~Against~~ ~~Abstain~~
~~1c.~~ ~~Christopher M. Crane~~ ☐ ☐ ☐ ~~1j.~~ ~~Richard W. Mies~~ ☐ ☐ ☐
~~1d.~~ ~~Yves C. de Balmann~~ ☐ ☐ ☐ ~~1k.~~ ~~John W. Rogers, Jr.~~ ☐ ☐ ☐
~~1e.~~ ~~Nicholas DeBenedictis~~ ☐ ☐ ☐ ~~1l.~~ ~~Mayo A. Shattuck III~~ ☐ ☐ ☐
~~1f.~~ ~~Nancy L. Gioia~~ ☐ ☐ ☐ ~~1m.~~ ~~Stephen D. Steinour~~ ☐ ☐ ☐
~~1g.~~
~~1h.~~
~~Linda P. Jojo~~
~~Paul L. Joskow~~
☐
☐
☐
☐
☐
☐
2. ~~Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2017.~~ ☐ ☐ ☐
~~1i.~~
~~Robert J. Lawless~~
☐
☐
☐
3. ~~Advisory approval of executive compensation.~~ ☐ ☐ ☐
For address changes and/or comments, please check this box and write them on the back where indicated. ☐
Please indicate if you plan to attend this meeting. ☐ ☐
Yes No

For Against Abstain
1j. John W. Rogers, Jr. ☐ ☐ ☐
1k. Mayo A. Shattuck III ☐ ☐ ☐

1l. Stephen D. Steinour ☐ ☐ ☐

The Board of Directors recommends you vote ~~1 year on the following proposal:~~FOR proposals 2 and 3.    ~~1 Year~~    ~~2 Years~~ ~~3 Years~~ ~~Abstain~~

2. Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2018. ☐ ☐ ☐
~~Please indicate if you plan to attend this meeting.~~ ☐ ☐ 4. ~~Advisory vote on the frequency of the advisory vote on executive compensation.~~ ☐ ☐ ☐ ☐
~~Yes~~ No
3. Advisory approval of executive compensation. ☐ ☐ ☐

NOTE:Authority is also given to vote on all other matters that may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]
Date
~~Date~~
Signature (Joint Owners)
Date ~~Date~~

~~V.1.2~~
Table of Contents
ADMISSION TICKET
To attend the annual meeting please detach and bring this ticket along with a valid photo ID and present them at the Shareholder Registration Table upon arrival. This ticket is not transferable.
No cameras, audio or video recording equipment, similar electronic devices, large bags, backpacks, briefcases or packages will be permitted in the meeting room or adjacent areas. Cell phones and similar wireless communication devices will be permitted in the meeting only if turned off. All items brought into the meeting will be subject to search.
NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
~~Exelon’s~~Exelon's Notice and Proxy Statement and Annual Report are available online atwww.proxyvote.com. The electronic documents have been prepared to offer easy viewing and are completely searchable. The website will allow you to view the materials as you vote the shares. We believe that you will find this method of viewing ~~Exelon’s~~Exelon's information and voting the shares more convenient.
We encourage you to vote the shares at www.proxyvote.com
and then register for the electronic delivery of Exelon's proxy materials for 2019 and beyond.
~~We encourage you to vote the shares at www.proxyvote.com~~
~~and then register for the electronic delivery of Exelon’s proxy materials for 2018 and beyond.~~

IF YOU WISH TO ATTEND THE ANNUAL MEETING, DETACH AND BRING THIS ADMISSION TICKET ALONG WITH A PHOTO ID
~~E20948-P87426-Z69468~~
E39821-P04234-Z71932
EXELON CORPORATION
2018 COMMON STOCK PROXY
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Shareholders to be held
on Tuesday, May 1, 2018 at 9:00 A.M. Eastern Time at
Offices of Pepco Holdings LLC
701 Ninth Street, NW
Washington, D.C.
THOMAS S. O'NEILL and CARTER C. CULVER, or either of them with power of substitution, are hereby appointed to vote as specified all shares of common stock which the shareholder(s) named on the proxy card is/are entitled to vote at the annual meeting described above or at any adjournment thereof, and in their sole discretion to vote upon all other matters that may be properly brought before the annual meeting. If the proxy card is signed and dated, but no votes are indicated, it will be voted as recommended by the Board of Directors.
The Northern Trust Company as trustee for the Exelon Employee Savings Plan, for which Northwest Plan Services, Inc. is the plan record keeper, or Vanguard Fiduciary Trust Company as trustee of the Pepco Holdings LLC Retirement Savings Plan, is hereby authorized to execute a proxy with the identical instructions for any shares of common stock held in the respective plan for the benefit of any shareholder(s) named on this card. For all shares for which no valid instruction is timely received, the trustee of the respective plan is instructed to vote the shares in the same proportion as the shares that were affirmatively voted by shareholders participating in the respective plan.
~~EXELON CORPORATION~~
~~2017 COMMON STOCK PROXY~~
~~This proxy is solicited on behalf of the Board of Directors~~
~~for the Annual Meeting of Shareholders to be held~~
~~on Tuesday, April 25, 2017 at 9:00 A.M. Eastern Time at~~
~~1310 Point Street~~
~~10th Floor~~
~~Baltimore, Maryland~~
THOMAS S. O’NEILL and BRUCE G. WILSON, or either of them with power of substitution, are hereby appointed to vote as specified all shares of common stock which the shareholder(s) named on the proxy card is/are entitled to vote at the annual meeting described above or at any adjournment thereof, and in their sole discretion to vote upon all other matters that may be properly brought before the annual meeting. If the proxy card is signed and dated, but no votes are indicated, it will be voted as recommended by the Board of Directors.
The Northern Trust Company as trustee for the Exelon Employee Savings Plan, for which Northwest Plan Services, Inc. is the plan record keeper, or Vanguard Fiduciary Trust Company, trustee of the Pepco Holdings, Inc. Retirement Savings Plan is hereby authorized to execute a proxy with the identical instructions for any shares of common stock held in the respective plan for the benefit of any shareholder(s) named on this card. For all shares for which no valid instruction is timely received, the trustee of the respective plan is instructed to vote the shares in the same proportion as the shares that were affirmatively voted by shareholders participating in the respective plan.
Address Changes/Comments:
   ~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~
~~Continued and to be signed on reverse side~~
~~V.1.2~~
~~Errata Note:~~
~~The printed version of~~
(If you noted any Address Changes/Comments above, please mark corresponding box on the ~~proxy statement for the Exelon Corporation 2017 annual meeting of shareholders differs from the proxy statement as filed with the SEC~~reverse side.)

(Continued and to be signed on ~~Schedule 14A in the following manner:~~
On page 90 of the printed version, the number of shares of common stock outstanding and entitled to vote as of the record date is shown as 960,506,317, which includes 34,743,157 shares held in treasury which are not entitled to vote. The correct figure, as presented in the filed proxy statement, is 925,763,160 shares of common stock outstanding and entitled to vote as of the record date.
Exelon Corporation does not believe that the difference is material to shareholders in connection with the annual meeting of shareholders. All voting calculations will be made using 925,763,160 shares of common stock outstanding and entitled to vote. The error was discovered on March 13 immediately after the proxy statement had been printed, and reprinting the proxy statement to correct the error would have risked a delay in the distribution of the proxy materials.
reverse side)


Generation	Energy Sales & Service	Transmission & Delivery
Exelon is the largest competitive U.S. power generator, with more than 35,500 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets.	The Company’s Constellation business unit provides energy products and services to approximately 2 million residential, public sector and business customers, including more than two-thirds of the Fortune 100.	Exelon’s six utilities deliver electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Delmarva Power, Pepco, ComEd, BGE, Atlantic City Electric and PECO subsidiaries.

Regulatory & Policy		Employees & Community

✓Successful dismissal of legal challenges of New York and Illinois ZEC programs in federal district courts; appeals process is ongoing ✓FERC recognized need to better understand power system resilience. Created “Grid Resilience in Regional Transmission Organizations and Independent System Operators” order to seek input from regional transmission organizations (RTOs) on how market rules may need to be changed ✓Completed 11 distribution and 6 transmission rate cases with regulatory authorities, increasing annual revenue and rate base by an expected combined $396 million		✓2017 awards and recognitions include: Billion Dollar Roundtable, Civic 50, Top 50 Companies for Diversity, Best Places to Work in 2017, CEO Action for Diversity & Inclusion, and UN’s HeForShe ✓Exelon and our employees set a new record in corporate philanthropy and volunteerism, committing over $52 million in giving and volunteering 210,000 hours ✓Recognized by Dow Jones Sustainability Index for 12^thconsecutive year and by NewsWeek Green rankings for9^thconsecutive year ✓2,200 employees, contractors and support personnel from Exelon’s six utilities mobilized to assist residents in the southeastern U.S. impacted by Hurricane Irma


DIVERSITY, TENURE, AGE AND INDEPENDENCE

Directors’ Race/Ethnicity	Directors’ Gender	Directors’ Average Tenure	Directors’ Average Age	Directors’ Independence
17%	17%	8.6	65	92%
Diverse	Female	Years	Years	Independent, including our Chairman


~~Director Independence~~		^• ~~12 of our 13 nominees are independent.~~ ^• ~~Our CEO is the only management director.~~ ^• ~~During 2016, all of our board committees (except the generation oversight committee, investment oversight committee and finance and risk committee) were composed exclusively of independent directors.~~

Board ~~Leadership~~		^• ~~The positions of Chairman and CEO are separated. Our Chairman is independent.~~

~~Board Diversity~~		^• ~~Directors represent the appropriate mix of skills and characteristics required to best fill the needs of the board in light of Exelon’s strategic direction.~~ ^• ~~5 of 13 directors (38%) are female or minorities.~~

Accountability & Shareholder Rights		^• ~~Extensive shareholder engagement reached holders~~Oversight of ~~approximately 50% of our shares in 2016.~~Risk Management

✓^• ~~All directors stand for election annually.~~ ^• ~~In uncontested elections, directors must be~~Directors are elected annually by a majority of votes ~~cast.~~cast in uncontested elections. The average level of vote support for Directors in 2017 was 97%. ✓^•Regular and ongoing shareholder engagement informs Board and Committee decisions on governance, compensation, and other matters. ✓Eligible shareholders may nominate ~~directors~~Directors through Exelon’s “proxy access” bylaws.

~~Board Practices & Governance~~		✓^• ~~Our board annually~~The Board regularly reviews ~~its effectiveness as a group.~~ ^• ~~Continuing director education is provided during regular board and committee meetings.~~ ^• ~~The independent directors regularly meet in executive sessions without management.~~ ^• ~~Directors may not stand for election after age 75.~~ ^• ~~Political activities and contributions are disclosed.~~

☒PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑		No fee required.

Exelon’s Purpose:
Powering a cleaner and brighter future for our customers and communities

		We are collaborating with national labs, leading universities, start-ups, venture funds and corporations in the development of new technologies to transform the way we produce and use energy. We will continue to advocate for the economic and environmental health of our communities. Photo Credit: National Labs

		Exelon, our family of companies, the Exelon Foundation and our employees set an Exelon record in corporate philanthropy and volunteerism, committingmore than $52 million to nonprofits and volunteering 210,000 hours.

		In 2017, we were named to the Dow Jones Sustainability Indexfor the 12th consecutive year.

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS AND 2018 PROXY STATEMENT		3
iiPROXY STATEMENT SUMMARY		5
BOARD AND CORPORATE GOVERNANCE MATTERS		12

Proposal 1:	ELECTION OF DIRECTORS	12
The Exelon ~~Corporation~~Board of Directors		12~~Notice~~
The Board’s Role and Responsibilities		29
Board Structure		30
Board Processes and Policies		36
Directors’ Compensation		38
AUDIT COMMITTEE MATTERS		41

Proposal 2:	RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS EXELON’S INDEPENDENT AUDITOR FOR 2018	41
Auditor Fees		41
Pre-approval Policies		41
Report of the Audit Committee		42
EXECUTIVE COMPENSATION		44

Proposal 3:	SAY-ON-PAY: ADVISORY VOTE ON EXECUTIVE COMPENSATION	44
COMPENSATION DISCUSSION & ANALYSIS		45
Executive Summary		45
Compensation Philosophy and Practices		49
Compensation Decisions and Rationale		53
Governance Features of Our Executive Compensation Programs		59
Report of the Compensation and Leadership Development Committee		62
EXECUTIVE COMPENSATION DATA		63
Summary Compensation Table		63
Grants of Plan-Based Awards		65
Outstanding Equity Awards at Year End		66
Option Exercises and Stock Vested		67
Pension Benefits		67
Deferred Compensation Programs		69
Potential Payments upon Termination or Change in Control		70
CEO Pay Ratio		76
OWNERSHIP OF EXELON STOCK		77
ADDITIONAL INFORMATION		79
FREQUENTLY ASKED QUESTIONS		81
APPENDIX		A-1
2017 Adjusted (Non-GAAP) Operating Earnings		A-1
2015 and 2016 PShare Scorecards		A-2
2017 PShare Scorecard		A-3
Categorical Standards of Independence		A-4


	Governance Practices
~~Stock Ownership Requirements~~		✓^•Our ~~independent directors must~~Board and each of the Board’s six Committees review their performance and effectiveness as a group on an annual basis. In addition, individual Directors undergo a periodic performance assessment that includes input from peers and select members of executive management. ✓Continuing director education is provided during Board and Committee meetings and the Company encourages Director participation in externally offered director development opportunities. ✓Independent Directors meet regularly in executive sessions without management. ✓Robust stock ownership guidelines require Directors to hold at least 15,000 shares of Exelon common stock within five years after joining the ~~board.~~ ^• ~~Our~~Board; the CEO ~~must, after five years of employment,~~to hold ~~Exelon Common Stock~~shares valued at ~~six times~~6X his base ~~salary.~~ ^•salary, and Executive ~~vice presidents~~Vice Presidents and higher level officers ~~must, within five years after employment or September 30, 2012,~~to hold ~~Exelon Common Stock,~~shares valued at ~~three times~~3X base salary. Hedging, pledging, and short sales are prohibited. ✓^•Directors may not stand for election after age 75. ✓Directors should not serve on the boards of more than four other public companies in addition to Exelon and ~~executives~~its subsidiaries and any Director who serves as the CEO of a public company should not serve on more than two other public company boards in addition to Exelon. ✓Political activities and contributions are ~~not permitted to hedge or pledge Exelon stock or engage in short sales.~~transparent through annual reporting provided on www.exeloncorp.com


~~Exelon Corporation~~Purpose and Principles~~Notice~~
In 2017, we set out to articulate our purpose as a Company—how and why we exist. Thousands of employees from across the ~~Annual Meeting~~Company provided input, and ~~2017 Proxy Statement~~the result is a bold affirmation of our reason for being. It also gives us a renewed focus on the impact we have in the communities where we work and live. Each day we are working to power people’s lives, to make them brighter and to build a better future. Our principles serve as our guide.
Purpose	Powering a cleaner and brighter future for our customers and communities.
Principles	v✓We put customer needs at the center of all we do by fueling innovation to improve the delivery of clean and affordable energy and services. ✓We practice the highest level of safety and security to reliably deliver energy to our customers and communities. ✓Our workforce is the foundation of our success. We succeed as a team of diverse individuals; respected, engaged and inspired to shape our nation’s energy future. ✓We return our success to the communities we are privileged to serve. ✓We adhere to the highest standards–ethically and with uncompromising integrity–to drive value for our customers and shareholders.


~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~		~~vii~~


~~Notice of Annual Meeting of Shareholders~~			i
~~Proxy Statement Summary~~			~~iii~~
Proposal ~~1: Election of Directors~~2			1
~~Corporate Governance at Exelon~~			19
~~Compensation ofNon-Employee~~ ~~Directors~~			34
~~Ownership of Exelon Stock~~			38
~~Proposal 2: The Ratification~~Ratify Appointment of PricewaterhouseCoopers LLP as ~~Exelon’s Independent Auditor~~independent auditor for ~~2017~~2018			41The Board of Directors recommends a voteFOR the ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent auditor for 2018. The Board and Audit Committee believe the retention of PwC is in the best interests of Exelon and its shareholders based on the information presented in detail beginning on page 41.

Proposal 3:3 Say on Pay: Advisory Vote on ~~Executive~~the Compensation of the Named Executives			42
~~Report~~The Board of Directors recommends a voteFOR this proposal based on the efforts of the Compensation and Leadership Development Committee and Board to design an executive compensation program that: ●Aligns the interests of Exelon executives with Company shareholders ●Provides market-aligned pay opportunities that foster the attraction, motivation, engagement, and retention of key talent needed to drive outstanding Company performance and customer service and long-term shareholder value ●Reflects the input received from shareholders on our executive compensation program Although the vote on this proposal is non-binding, the Board and Compensation and Leadership Development Committee take vote results into consideration when evaluating Exelon’s executive compensation program on an ongoing basis. Details about our executive compensation program are provided at pages 45-61.

What We Do				43What We Don’t Do
~~Compensation Discussion~~✓Pay for performance ✓Significant stock ownership requirements for Directors and ~~Analysis~~executive officers ✓Mitigate undue risk in compensation programs ✓Require double-trigger for change-in-control benefits ✓Retain an independent compensation consultant ✓Provide limited, modest perquisites based on sound business rationale ✓Seek shareholder feedback on executive compensation	✓Prohibit hedging transactions, short sales, derivative transactions or pledging of Company stock ✓Require executive officers to trade through 10b5-1 trading plans or obtain pre-approval before trading Exelon stock ✓Annually assess our programs against peer companies and best practices ✓Include appropriate level of stretch in incentive targets based on industry performance and/or Exelon’s business plan ✓Clawback provisions		✕No guaranteed minimum payout of AIP or LTIP programs ✕No employment agreements ✕No excise tax gross-ups for change-in-control agreements ✕No dividend-equivalents on PShares ✕No inclusion of the value of LTIP awards in pension or severance calculations ✕No additional credited service under supplemental pension plans since 2004 ✕No option re-pricing or buyouts

			44
~~Section I: Executive Summary~~		47Proposal 1: Election of Directors
~~Section II: Key Drivers~~	The Corporate Governance Committee collaborates with Exelon’s Board Chair to determine the appropriate mix of skills and characteristics that our Board requires. The Board has determined that the current composition and size of the Board is appropriate for Exelon, considering the Company’s size, geographic scope, and need to access a wide range of views and backgrounds to reflect the diversity and complexity of our ~~Compensation Program~~			53	business and the markets we serve. There are 12 nominees for Director at the 2018 annual meeting.
~~Section III: NEO Compensation and Rationale~~		56
~~Section IV: Governance Features of Our Executive Compensation Programs~~		64
~~Executive Compensation Data~~		67
~~Proposal 4: Advisory Vote on the Frequency of An Advisory Vote on Executive Compensation~~		87
~~Communication with the~~The Board of Directors unanimously recommends a vote “FOR” each of the Director nominees.		88
~~Frequently Asked Questions~~		90
~~Appendix~~		~~A-1~~


~~viii~~		~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~

	~~Financial, accounting~~Accounting and financial reportingexperience is important to Exelon’s use of broad financial metrics used to accurately and transparently measure and report operating performance and assess financial merits of strategic opportunities.
	Corporate finance and capital managementexperience is important to effectively oversee the financial affairs of Exelon’s operations.
	CEO/executive management leadershipskills are important to gain a practical understanding of organizations and drivers of individual growth and development.
	Human Resource management and executive compensationknowledge and experience help Exelon recruit, retain, and develop key talent essential to Company operations.
	Innovation and Technologyexperience is important in overseeing Exelon’s business in the rapidly changing energy markets, and physical and cyber threats against the security of our operations, assets, and systems.
	Safety and security (including physical and cyber)competencies are critical to oversee safe and secure nuclear operations, power grids, and our other assets.

^•		Investor Relations and Investment Managementexperience ensures strong alignment with investors and inform decision making on value-adding initiatives.
	Manufacturing, construction, engineering, and performance managementexperience inform Exelon’s ongoing commitment to maintaining and strengthening the reliability of the electric and gas transmission and distribution systems, smart grid and generation portfolio and assets.
	Diverse attributesreflect the Company’s commitment to diversity and inclusion through age, ethnicity, gender, race and sexual orientation.

17% Diversity of Race/Ethnicity	92% Independent, including our Chairman	65 years Average age
17% Female	92% Independent, including our Chairman	8.6 years Average Tenure

	Accounting and financial reporting experience			Corporate finance and capital management experience			CEO/executive management leadership skills
~~Exelon Corporation~~~~Notice of the Annual Meeting~~	Human resource management and ~~2017 Proxy Statement~~executive compensation knowledge				3Risk oversight and risk management experience


~~CHRISTOPHER M. CRANE~~ ~~President~~Corporate finance and ~~Chief Executive Officer of Exelon Corporation~~ ~~Age:~~58 ~~Director since:~~~~2012~~ ~~Committees:~~ ~~Member-Finance and Risk~~ ~~Committee (eff. 2/1/16)~~ ~~Member-Generation Oversight~~ ~~Committee~~ ~~Member-Investment Oversight~~ ~~Committee~~ capital management experience		~~Mr. Crane is President~~	CEO/executive management leadership skills		Human resource management and Chief Executive Officer of Exelon Corporation. Previously, he served as President and Chief Operating Officer, Exelon and Exelon Generation from 2008 to 2012. In that role, he oversaw one of the U.S. industry’s largest portfolios of electric generating capacity, with a multi-regional reach and the nation’s largest fleet of nuclear power plants. He directed a broad range of activities including major acquisitions, transmission strategy, cost management initiatives, major capital programs, generation asset optimization and generation development. Mr. Crane is one of the leading executives in the electric utility and power industries. He is a member of the executive committee of the Edison Electric Institute and the board of directors of the Institute of Nuclear Power Operations, the industry organization promoting the highest levels of safety and reliability in nuclear plant operation. He is vice chairman of the Nuclear Energy Institute, the nation’s nuclear industry trade association, where he has also served as chairman of the New Plant Oversight Committee and as a member of the Nuclear Strategic Issues Advisory Committee, the Nuclear Fuel Supply Committee and the Materials Initiative Group. Mr. Crane served as a director of Aleris International Inc. from 2010 through 2013 (manufacture and sale of aluminum rolled and extruded products), where he served on the compensation committee and as the chair of the nominating and corporate governance committee. Mr. Crane also serves as chair of the boards of directors of Exelon subsidiaries BGE, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Pepco Holdings LLC (PHI). ~~KEY EXPERIENCE AND SKILLS:~~ ^• ~~Financial, accounting and financial reporting experience~~ ^• ~~Senior Management Leadership / CEO Experience~~ ^• ~~Knowledge of Exelon’s business / industry experience~~ ^•knowledge
	Innovation and technology experience			Safety and Security (including physical and cyber)		Industry experience and knowledge of Exelon’s business	^• ~~Government~~	Government/ public policy and regulatory ~~experience~~ ^•insights
	Risk oversight /and risk management experience		^•	Investor relations /and investment management experience	^•	Manufacturing, construction, engineering, and performance management experience

	Corporate finance and ~~lowest-cost power generation fleets; Constellation, which provides energy products~~capital management experience			CEO/executive management leadership skills			Human resource management and ~~services to more than 2 million residential, public sector~~executive compensation knowledge			Risk oversight and ~~business customers, including more than two-thirds of the Fortune 100;~~risk management experience
	Investor relations and Exelon’s six utilities, which deliver electricity and natural gas to approximately 10 million customers in Delaware (Delmarva Power & Light Company (DPL)), the District of Columbia (Potomac Electric Power Company (Pepco)), Illinois (ComEd), Maryland (BGE, DPL and Pepco), New Jersey (Atlantic City Electric Company (ACE)) and Pennsylvania (PECO). investment management experience

	CEO/executive management leadership skills		~~Exelon Corporation~~~~Notice~~	Innovation and technology experience			Safety and Security (including physical and cyber)			Industry experience and knowledge of ~~the Annual Meeting~~Exelon’s business
	Risk oversight and ~~2017 Proxy Statement~~risk management experience

	Corporate finance and capital management experience			CEO/executive management leadership skills			Human resource management and executive compensation knowledge			Industry experience and knowledge of ~~Global Connectivity, Electrical~~Exelon’s business
	Risk oversight and User Experience. During Ms. Gioia’s more than 30-year career at Ford, she led the company’s global electrification efforts. In this role, Ms. Gioia developed the technology, vehicle programs and value chain strategies as well as assessed the economic, social and environmental impacts including consumer insights and acceptance. Ms. Gioia worked closely with the Edison Electric Institute, the U.S. Department of Energy and the engineers at Ford to pilot and implement the strategy. Ms. Gioia serves on the board of Brady Corporation (international manufacturer and marketer, since 2013), where she is technology committee chair and serves on the compensation andrisk management development committee. She is the principal of Gioia Consulting Services, LLC, a strategic business advisory company. She previously served on the board and nominating committee of Inforum (women’s professional development and business forum) and is the former chair of the Automotive NEXT executive committee. Since 2014, she has also served as an advisory council member on the board of the University of Michigan Electrical and Computer Engineering Council.experience

Director		Summary of Relationship
Anthony K. Anderson		Mr. Anderson serves as a director of Avery Dennison, a public company, which purchased power and gas in 2017 from Exelon subsidiary Constellation Energy, based on a competitively bid process.
Ann C. Berzin		Ms. Berzin serves as a director of Ingersoll Rand plc, a public company that provided equipment and services to Exelon Generation. In 2017, Exelon paid Ingersoll Rand approximately $574,000. In addition, Ingersoll Rand purchased power in 2017 from Exelon subsidiary, Constellation Energy, based on a competitively bid process.
Nicholas DeBenedictis		Mr. DeBenedictis serves as the Chairman Emeritus of Aqua America, a public water utility company that supplied water in 2017 to PECO, an Exelon subsidiary, under tariffed utility rates. Aqua America is also a customer of Exelon subsidiaries, PECO, ComEd, and Constellation Energy for which it paid approximately $14.1 million for power and gas at tariffed rates or through a competitively bid process in 2017. Mr. DeBenedictis serves as a director of Independence Blue Cross, a not-for-profit company that received approximately $51.8 million from Exelon in 2017 for health care coverage for Exelon employees. The transaction was the result of a competitively bid process. Mr. DeBenedictis serves as a director of MISTRAS Group, a public company which provides asset protection solutions. Exelon paid that company approximately $1.85 million in 2017. The transaction was the result of a competitively bid process. Mr. DeBenedictis serves on the advisory board of Pennoni Associates, Inc., a company which provides engineering consulting services for which Exelon paid approximately $5.3 million in 2017 at arms-length terms. Mr. DeBenedictis serves as a director of P.H. Glatfelter, a public manufacturing company to which Exelon paid $818,000 for Renewable Energy Credits in 2017. The transaction was effected through the use of a blind auction process. Mr. DeBenedictis also serves on the advisory board of PNC Bank, a company that provides financial services and participates in some Exelon credit facilities at arms-length terms for which Exelon paid $7.2 million in 2017.

Director		Summary of Relationship
Nancy L. Gioia		Ms. Gioia serves as a director of Meggitt, PLC, an aerospace manufacturer listed on the London Stock Exchange that received approximately $715,000 from Exelon in 2017 for consulting services. The transactions were the result of a competitively bid process.
Linda P. Jojo		Ms. Jojo is an employee of United Continental Holdings, a public company and commercial airline. In 2017, Exelon paid United approximately $5.7 million for regularly occurring employee travel at established market rates.
Richard W. Mies		Admiral Mies serves as a director of BWX Technologies, a public company that provides nuclear operations and technical services to Exelon Generation for which Exelon paid approximately $3 million in 2017. The transactions were the result of a competitively bid process. Admiral Mies also serves as a consultant to LEIDOS, a public company to which Exelon paid approximately $3.2 million in 2017 for consulting services, amounting to less than 2% of LEIDOS’s consolidated gross revenues for 2017.
John W. Rogers, Jr.		Mr. Rogers serves as a director of McDonald’s Corporation, a public company which purchased utility services at tariffed rates from Exelon’s utility subsidiaries, and power and gas from Constellation Energy as the result of a competitive bid process in 2017.
Mayo A. Shattuck III		Mr. Shattuck serves as a director of Gap Inc., a public company which purchased power and gas from Constellation Energy, an Exelon subsidiary in 2017. The transactions were the result of a competitively bid process.
Stephen D. Steinour		Mr. Steinour is the Chairman, President and CEO of Huntington Bancshares, a public company which is a part of a syndicate of banks that participate in Exelon’s credit facilities on similar terms. In 2017, Exelon paid Huntington Bancshares approximately $97,000 in fees.

		The Board of Directors held five meetings during 2017, including a two-day strategy retreat with senior officers of Exelon and its subsidiary companies. Each incumbent Director nominee attended at least 75% of the combined Board and Committee meetings of which he or she was a member. Attendance at Board and Committee meetings during 2017 averaged 96.84% for incumbent Directors as a group.
~~Exelon Corporation~~~~Notice of the Annual Meeting and 2017 Proxy Statement~~			23Attendance

				Notes:
~~Audit~~⁽¹⁾	~~Compensation~~ ~~and Leadership~~ ~~Development~~	~~Corporate~~ ~~Governance~~	Ms. Gioia will serve on the Finance and Risk	and Generation Oversight	~~Investment~~ ~~Oversight~~
~~Anderson (Chair)~~	~~Canning (Chair)~~²	~~Lawless (Chair)~~	~~Steinour (Chair)~~	~~Mies (Chair)~~	~~Rogers (Chair)~~
~~Berzin~~	~~de Balmann (Chair)~~³	~~Canning~~²	~~Anderson~~	~~Anderson~~	~~Crane~~ Committees through the end of her tenure.
~~de Balmann~~¹⁽²⁾	~~Jojo~~⁴	~~de Balmann~~³	~~Berzin~~	~~Crane~~	~~Joskow~~
~~Joskow~~	~~Lawless~~	~~DeBenedictis~~	~~Canning~~²	~~DeBenedictis~~	~~Shattuck~~
~~Mies~~		Mr. Rogers	~~Crane~~⁴	~~Gioia~~⁴
~~Steinour~~			~~de Balmann~~	~~Shattuck~~
			~~DeBenedictis~~
			~~Gioia~~⁴
			~~Jojo~~
			~~Joskow~~
			~~Lawless~~⁴
			~~Mies~~
			~~Rogers~~⁴
			~~Shattuck~~⁴		served on the Finance and Risk Committee until April 2017.

Exelon has strong evaluation processes for its Board, six Board Committees, and individual Directors.

Board Evaluations	Committee Evaluations	Individual Director Evaluations
The Board conducts an annual assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the chair of the Corporate Governance Committee taking into account the recommendations of the Corporate Governance Committee on the process and criteria to be used for Board, Committee, and individual Director evaluations. All Directors are interviewed by the Board Chair or the chair of the Corporate Governance Committee to discuss the following topics, among others that may arise: ●overall Board performance and areas of focus including strategic and business issues, challenges, and opportunities; ●Board meeting logistics; ●CEO, senior management and Director succession planning; ●accountability to shareholder views; ●Board Committee structure and composition; ●Board culture; ●Board composition; and ●management performance, including quality of materials, provided to the Directors. Interviews also seek practical input on what the Board should continue doing, start doing, and stop doing. Following such interviews, the Board Chair and Chair of the Corporate Governance Committee collaborate to prepare and provide a summary of the assessment input provided and discussed with the Board.	All six of the Board’s Committees conduct annual assessments of their performance and take into consideration: ●the sufficiency of their charters; ●whether Committee members possess the right skills and experiences or whether additional education or training is required; ●whether there are sufficient meetings covering the right topics; and ●whether meeting materials are effective, among other matters. A summary of all Committee assessment results is provided to the Corporate Governance Committee and Board for review and discussion.	Individual Directors are assessed regularly taking into consideration experience, tenure, qualifications, and core competencies as well as contributions and performance. The process for individual Director performance assessments was recently strengthened to include peer and senior management input on the contributions and performance of six of the current twelve independent Directors, with the remaining six Directors undergoing such assessment next year. The Board was divided into two groups taking into account tenure and other diversity considerations to effectively and thoughtfully execute such assessments. All Directors were interviewed to provide input on each of the six Directors and four members of senior management also provided input, based on their regular interactions with Board members. Interviews were conducted by the chair of the Corporate Governance Committee in 2018, as the Board Chair volunteered to undergo assessment in 2018. Topics covered in the interviews included: ●meeting preparedness; ●meaningful and constructive participation and contributions; ●respectful, effective and candid communication skills; ●demonstrated independence; ●Company and industry knowledge; ●strategic foresight; and ●openness to new learnings and training. Interviews also sought practical input on what Directors should continue doing, start doing, and stop doing. After discussing with the Corporate Governance Committee, the Chair of the Corporate Governance Committee collaborates with the Board Chair and feedback is conveyed separately to the individual Directors assessed for developmental opportunities.

New Director Orientation		The orientation program is tailored to the needs of each new Director depending on his or her level of experience serving on other boards and knowledge of the Company or industry acquired before joining the Board. Materials provided to new Directors include information on the Company’s vision, strategic direction, financial matters, corporate governance practices, Code of Business Conduct, and other key policies and practices. New Directors also meet with the CEO, senior executives and members of their staff for briefings on the executives’ responsibilities, programs and challenges. New Directors are also invited for tours of various Company facilities, depending on their orientation needs. Incumbent Directors are also invited to participate in site visits.
Continuing Director Education		Continuing director education is provided during portions of Board and Committee meetings and is focused on topics necessary to enable the Board to consider effectively issues before them at that time (such as new regulatory or accounting standards). The education often takes the form of “white papers,” covering timely subjects or topics, which a Director can review before the meeting and ask questions about during the meeting. The Audit Committee devotes a meeting each year to educating the Committee members about new accounting rules and standards, and topics that are necessary to having a good understanding of our accounting practices and financial statements. The Generation Oversight Committee uses site visits as a regular part of education for its members by holding each of its meetings at a different generating station (nuclear, fossil or hydro). Each Generation Oversight Committee meeting agenda includes a briefing by local plant management, a tour of the facility, and lunch with plant personnel.
Director Education Seminars		Continuing director education also involves individual Directors’ attendance at education seminars and programs sponsored by other organizations. The Company covers the cost for any Director who wishes to attend external programs and seminars on topics relevant to their service as Directors.

Name	Annual Board & Committee Retainers $		Stock Awards (Description Below) $		All Other Compensation (Note 1) $		Total Compensation $
Anderson	$	165,000	$	145,000	$	—	$	310,000
Berzin		125,000		145,000		15,000		285,000
de Balmann		145,000		145,000		15,000		305,000
DeBenedictis		145,000		145,000		15,000		305,000
Gioia		145,000		145,000		5,300		295,300
Jojo		125,000		145,000		15,000		285,000
Joskow		125,000		145,000		—		270,000
Lawless		135,000		145,000		—		280,000
Mies		165,000		145,000		19,722		329,722
Rogers		135,000		145,000		15,000		295,000
Shattuck		445,000		145,000		15,000		605,000
Steinour		145,000		145,000		15,000		305,000
Total All Directors		2,000,000		1,740,000		130,022		3,870,022

Role	Annual Cash Retainer
Non-Employee Director	$	125,000
Board Chair		300,000
Chairs of Audit Committee, Compensation and Leadership Development Committee, Finance and Risk Committee and Generation Oversight Committee		20,000
Chairs of Corporate Governance Committee and Investment Oversight Committee		10,000
Generation Oversight Committee Member, including the Chair		20,000

Name		Total Deferred Stock Units (Note 1) (#)
Anderson		17,982
Berzin		49,116
de Balmann		59,745
DeBenedictis		40,929
Gioia		7,237
Jojo		8,810
Joskow		33,985
Lawless		63,967
Mies		30,945
Rogers		56,454
Shattuck		17,693
Steinour		34,367
Total All Directors		421,230


	Proposal 2: Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2018
	The Audit Committee and the Board of Directors have concluded that retaining PricewaterhouseCoopers LLP (PwC) is in the best interests of the Company and its shareholders based on consideration of the factors set forth in the Report of the Audit Committee on pages 42-43 of this proxy statement. Representatives of PwC will attend the annual meeting to answer questions and will have the opportunity to make a statement.
	The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2018.

1)
Logistics

Items of Business

When
Tuesday, May 1, 2018,
at 9:00 a.m. Eastern Time

Where
Offices of Pepco Holdings LLC located at 701 Ninth Street, NW, Washington, D.C.

Who Can Vote
Holders of Exelon common stock as of 5:00 p.m. Eastern Time on March 2, 2018 are entitled to receive notice of the annual meeting and vote at the meeting

Board Recommendation

Elect ~~director~~12 Director nominees named in the proxy ~~statement;~~statement

FOReach Director nominee