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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Exelon Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS AND 2019 PROXY STATEMENTNotice of the Annual Meeting of Shareholders and 2021 Proxy Statement		1
PROXY STATEMENT SUMMARYLetter from the Board of Directors to our Shareholders		2
BOARD AND CORPORATE GOVERNANCE MATTERSAbout Exelon		8

Proposal 1:  ELECTION OF DIRECTORS		84
The Exelon Board of Directors
Proxy Voting Roadmap	814
TheBoard and Corporate Governance Matters	15
Proposal 1  Election of Directors
Director Qualifications and Nomination	15
Director Nominees	18
Overview of Board’s Role and Responsibilities	25
Oversight of Risk	1827
Board StructureLeadership		2029
Board ProcessesDiversity & Refreshment	29
Director Attendance	30
Board Committees	30
Board, Committee, and PoliciesIndividual Director Evaluations	33
Director Education	34
Director Compensation	35
Audit Committee Matters	2338
Directors’ Compensation		25
AUDIT COMMITTEE MATTERS Proposal 2  Ratification of PwC as Exelon’s Independent Auditor for 2021		27
Proposal 2:  RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS EXELON’S INDEPENDENT AUDITOR FOR 2019		27
Pre-approval Policies		28
Auditor Fees		28
Report of the Audit Committee	40
Executive Compensation	2841
EXECUTIVE COMPENSATION Proposal 3  Advisory Vote on Executive Compensation
	29
Proposal 3:  SAY-ON-PAY: ADVISORY VOTE ON EXECUTIVE COMPENSATIONCompensation Discussion & Analysis		29
COMPENSATION DISCUSSION & ANALYSIS		30
Business and Strategy Overview, Value Proposition and Performance Highlights		3142
Executive Compensation Program Highlights		3242
Compensation PhilosophyGovernance and ObjectivesOversight		3453
Compensation Decisions and RationaleCommittee Report		3756
Governance Features of Our Executive Compensation Programs		43
Report of the Compensation and Leadership Development Committee		45
EXECUTIVE COMPENSATION DATAExecutive Compensation Tables		46
Summary Compensation Table		46
Grants of Plan-Based Awards		49

Outstanding Equity Awards at Year End		50
Option Exercises and Stock Vested		51
Pension Benefits		51
Deferred Compensation Programs		53
Potential Payments upon Termination or Change in Control		5457
CEO Pay Ratio	68
Shareholder Proposal	5969
Proposal 4  STOCKHOLDER PROPOSALShareholder Proposal from Steven J. Milloy
Ownership of Exelon Stock	6071
Proposal 4:  SHAREHOLDER PROPOSAL FROM BURN MORE COALAdditional Information		6073
Board of Directors’ Statement in Opposition to the Shareholder Proposal from Burn More Coal
Frequently Asked Questions	6175
OWNERSHIP OF EXELON STOCK		62
Beneficial Ownership Table		62
Other Significant Owners of Exelon Stock		63
Section 16(a) Beneficial Ownership Reporting Compliance		63
ADDITIONAL INFORMATIONAppendix		64
Shareholder Proposals		64
Director Nominations		64
Availability of Corporate Documents		65
FREQUENTLY ASKED QUESTIONS		66
APPENDIX		6979
Definitions of Non-GAAP Measures		69
Performance Share Scorecards		7079
Categorical Standards of Independence		7180
Acronyms Used		73

2018 Exelon Recognition and Partnerships

Back cover81

NEW IN THIS YEAR’S PROXY STATEMENTNew / Frequently Requested Information in this Year’s Proxy Statement
How we measure performance against our Purpose			page 5
Biographical information about two new independent directors			page 6-7, 12 and 17
An updated skills matrix			page 9
Letter from our Board of Directors	2
Disclosure about our response to COVID-19	9
Enhanced disclosure about our approach to talent management and diversity, equity, and inclusion	10
An updated Board skills matrix including expanded diversity information	17
Biographical information about one new independent director	21
Enhanced disclosure about investor engagement practices	26
Disclosure about Board Diversity and Board Refreshment	29
Also see “Acronyms Used” on theinside back coverat Appendix C for a guide to the acronyms used throughout our proxy statement.

Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the items discussed in Exelon’s 2020 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 24 and (2) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.

Vote Recommendations:              FOR  

AGAINST   

Cautionary Statements Regarding Forward-Looking Information This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the items discussed in Exelon’s 2018 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 23 and (2) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.

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Notice of the Annual Meeting of Shareholders and 20192021 Proxy Statement

March 20, 201917, 2021

Logistics

	When LogisticsTuesday, April 30, 2019, at 9:00 a.m. Eastern Time
Date & Time Tuesday, April 27, 2021 9:00 a.m. CT Shareholders may begin logging into the meeting at 8:45 a.m. CT.	Attend the Annual Meeting Where Shareholders may attend the Virtual Annual Meeting, including to vote and/or submit questions, by logging on to Hotel Du Pont located at 42 West 11thStreet, Wilmington, Delawarewww.virtualshareholdermeeting.com/EXC2021. Shareholders will need the 16-digit control number found on your proxy card or voting instruction form to attend the virtual meeting.			Who Can Vote Holders of Exelon common stockRecord Date Stockholders as of 5:00 p.m. Eastern TimeET on March 4, 2019 1, 2021are entitled to receive notice of the annual meeting and vote at the meetingannual meeting. On or about March 17, 2021, these proxy materials and our annual report are being mailed or made available to shareholders.

Items

This year our Annual Meeting is taking place in a virtual-only format which allows us to connect with more shareholders and answer more questions than we were able to do at previous in-person meetings, all while providing our shareholders the same opportunities to vote and ask questions that they would have had at an in-person meeting.

Asking Questions: The virtual meeting platform will provide shareholders all of Businessthe same rights as an in-person meeting.

•		Board RecommendationShareholders may submit questions for the meeting in advance at			Pagewww.proxyvote.com.
1	Elect 13 Director nominees named in the proxy statement			FOReach Director nominee•		► 8
2	Ratify appointment of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2019			FOR		► 27
3	Say on pay: advisory vote onShareholders may also submit questions live during the compensation of named executive officers			meeting at FORwww.virtualshareholdermeeting.com/EXC2021		► 29
4.	Shareholder Proposal from Burn More Coal			AGAINST		► 60

If You Cannot Attend the Meeting: A replay of our 2021 annual meeting webcast will be available at the Investor Relations section of our website for one year following the date of the meeting. A list of answers to investors’ questions received before and during the annual meeting will be available at the same website: investors.exeloncorp.com.

Items of Business
1	Elect 12 Director nominees named in the proxy statement	2	Ratify appointment of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2021	3	Say on Pay: Advisory vote on the compensation of named executive officers	4	Shareholder Proposal (if properly presented)
	FOR each Director nominee ►  see page 15		FOR   ►  see page 38		FOR   ►  see page 41		AGAINST   ►  see page 69

Shareholders will also conduct any other business properly presented before the meeting.

The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies will vote such matters in the best interest of all shareholders. Your signed proxy card gives this authority to Thomas S. O’Neillthe designated proxy holders, Gayle Littleton and Carter C. Culver.

Advance Voting(before 11:59 p.m. Eastern Time on April 29, 2019)

Advance Voting
	Use the internet at www.proxyvote.com 24 hours a day			Call toll-free 1-800-690-6903			Mark, date, sign and mail your proxy proxy card in the postage-paid envelope provided

DateEvery Vote is Important.

Please act as soon as possible to vote your shares, even if you plan to participate in the annual meeting online. If you are a beneficial stockholder, your broker will not be able to vote your shares with respect to the election of Mailing:On or about March 20, 2019, these proxy materialsdirectors and our annual report are being mailed or made availablemost of the other matters presented during the meeting unless you have given your broker specific instructions to shareholders.do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Shareholders of Record:

As of March 4, 2019,1, 2021, there were 969,952,166976,760,039 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.

Thomas S. O’Neill
Senior Vice President,
General Counsel and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 30, 2019

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 27, 2021:

The Notice of 20192021 Annual Meeting, Proxy Statement, and 20182020 Annual Report and the means to vote by Interneton Form 10-K are available atwww.proxyvote.com.

www.exeloncorp.com1

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Letter from the Board of Directors to our Shareholders

March 17, 2021

Dear Fellow Shareholders,

Since Exelon’s formation over 20 years ago, we’ve worked to build a cleaner, brighter future for our customers and communities.

While the COVID-19 pandemic has impacted everyday lives, Exelon’s long-standing operational excellence and management model contingency planning ensured the continued delivery of safe, reliable and resilient energy to the communities we serve.

We are well positioned for the future growth of our utilities and competitive energy businesses and believe the announced plan to separate these businesses will create value and enable our businesses to thrive.

It goes without saying that 2020 was a truly extraordinary year in almost all respects. Despite the challenges of the COVID-19 pandemic and wide-spread social and political unrest, we as a Board never wavered in our oversight and support of Exelon’s determination to operate at world-class levels, execute on its strategies, and meet its commitments to our shareholders, employees, customers and communities.

We’re proud to share the following updates on Board accomplishments over the past year:

Charting the Course for Exelon’s Future

On February 24, 2021, Exelon announced that our Board approved a plan to separate Exelon’s regulated utilities and its competitive generation and retail businesses. Our decision was informed by the results of management’s strategic review, which took into account the evolving nature of Exelon’s business and the landscape in which it operates. The Board has a history of regularly evaluating whether the corporate structure continues to serve the best interests of our communities, customers, employees, and investors. Our decision to pursue a separation reflects the conclusion drawn from our most recent strategic review -that Exelon’s regulated utility businesses and its competitive energy businesses will be stronger and better positioned as two separate companies. We believe the separation will unlock strategic flexibility for each company, enabling greater focus on core business strategies to better meet evolving customer needs and stakeholder goals. Much work remains although Q1 2022 is targeted for final Board approval of the completion of the separation, assuming all regulatory approvals have been received. The Board intends to engage with management on a recurring basis to oversee and support this important strategic initiative.

Oversight of Operational Response to COVID-19 Pandemic

Operating during the COVID-19 pandemic necessitated an operational pivot to remote working for about half of Exelon’s work force, with the other half in the field ensuring that critical infrastructure

remained operational - keeping the lights on and the gas flowing to our homes, hospitals and doctors’ offices, fire and police departments, grocery stores and pharmacies.

From mid-March thru mid-July, the Board participated in calls with Exelon’s crisis management team about every two weeks. The Board was keenly focused on novel operational risks and complexities arising directly from the pandemic such as shifting impacts to load, service commitments, customer support programs, and employee and public safety as well as the heightened challenge of managing sophisticated operations, such as the safe execution of planned refueling outages at some of our nuclear plants and storm restoration. Our six utility companies ensured access to critical and reliable energy services by extending customer support policies that suspended service disconnections, waived new late fees, reconnected previously disconnected customers, and extended assistance programs to customers experiencing temporary or extended financial hardship.

In addition, Exelon contributed more than $8M to support community organizations across our service territories in response to the pandemic.

Oversight of ComEd investigation

As disclosed in our letter last year, Exelon and its Illinois-based subsidiary, Commonwealth Edison (ComEd), were the subjects of an investigation by the U.S. Attorney’s Office for the Northern District of Illinois in connection with ComEd’s historical Illinois lobbying practices. We also received a request for information from the Securities and Exchange Commission on the same topics. Our Board formed a Special Oversight Committee of independent directors that met regularly to oversee an internal investigation into lobbying practices and ensure full and complete cooperation with the government. This past July, Exelon announced that ComEd had entered into a deferred prosecution agreement with the U.S. Attorney’s Office that resolved its investigation. Exelon was not made a party to the deferred prosecution agreement and no charges were brought against it.

2     Exelon 2021 Proxy Statement

Table of ContentsProxy Statement
Summary

 LETTER FROM THE BOARD OF DIRECTORS TO OUR SHAREHOLDERS 

The SEC investigation remains ongoing and we are working to resolve it appropriately.

The actions taken by a small number of former ComEd executives were entirely unacceptable, and the Board’s and management’s resolve to maintain the highest standards of integrity and ethical behavior is unwavering. In furtherance of this, in March 2020, the Board approved the creation of the new role of Executive Vice President, Compliance and Audit, reporting directly to CEO Chris Crane. In addition, the Audit Committee oversaw the development of significantly strengthened controls through the integration of the internal audit and compliance and ethics functions and implementation of four new policies governing the interactions of all Exelon and subsidiary employees with public officials. These policies increase oversight of Exelon’s lobbying and political consulting activities, require reporting and tracking of requests, referrals, and recommendations from public officials.

The policies also enhance reporting to the Audit Committee on interactions with public officials. The Audit Committee is monitoring the implementation and effectiveness of these policies as well as other compliance controls.

Response to Racial Equity & Social Justice

The Board is tremendously proud of the actions management has taken to date to support diverse employees, customers, and community members in light of the recent racial and social unrest. This past year, Exelon established a companywide Racial Equity Task Force led by executive leadership that is reinforcing accountability in Exelon’s culture through annual performance goals and recruiting practices, and increased transparency. The Task Force is also developing outreach programs for our underserved communities to drive awareness of and access to clean energy, energy efficiency, solar, reliability and power quality. Exelon will be partnering with energy assistance agencies to identify and implement initiatives to remove barriers to access federal, state, and local energy assistance funding.

Oversight of Talent Management, Diversity, Equity & Inclusion

The Board continues to focus on Exelon’s talent management and programs to ensure the development and maintenance of a diverse, talented, and engaged workforce. In 2021, Exelon reinforced its commitment to diversity by implementing a new annual performance metric that holds each employee accountable for their contributions to DE&I at the Company. Further, the Compensation and Leadership Development Committee is exploring the development of an additional DE&I performance metric for the incentive compensation plans for members of management.

Also during 2020, the Company recommitted to transparency in its practices by agreeing to disclose its EEO-1 data.

In addition to those items summarized above, the Compensation and Leadership Development Committee continues to monitor developments to ensure the executive compensation program remains contemporary and competitive. That said, no changes or adjustments were made to Exelon’s compensation program or incentive plans in light of the pandemic. In addition, there were no furloughs or lay-offs of any Exelon employees as a result of the pandemic. Exelon offered new or expanded pandemic-related benefits to all employees.

Key Sustainability and Environmental Initiatives

Exelon’s corporate purpose has not changed - Powering a Cleaner and Brighter Future for our Customers and Communities - and as a Board, nearly every one of our Board or Committee meetings includes an environmental, social and governance (ESG) issue that is integral to our business.

Exelon has been a leading advocate on climate change since its founding over two decades ago and this steadfast commitment is demonstrated by the Company’s achievements – foremost among them, being the largest producer of zero-carbon electricity in the U.S. with

the lowest carbon intensity among major power producers. In fact, Exelon’s electric generation carbon intensity is significantly below the 2° Celsius glide scope of the Paris Agreement.

Exelon’s clean energy leadership enables it to leverage this expertise in support of needed actions to address the climate crisis, including market structures and policies, adoption of state or national carbon policy, and new technologies.

Investor Engagement & Board Governance

As a Board, we receive regular updates on investor sentiments from members of management and from certain of our directors who may participate from time to time in investor discussions, and we are heartened by the support we’ve received in the form of vote support over the last few years.

We will continue to strive to remain responsive to investor issues and concerns. The input we receive is incorporated into our discussions and actions as well as our public disclosures.

Our Board Chair and Corporate Governance Committee have continued to drive the refreshment and revitalization of our Board to keep pace with and provide guidance to management on the Company’s evolving challenges and strategies. In July, we welcomed Marjorie Rodgers Cheshire to our Board. Marjorie brings a deep background in compliance, strategy, marketing and brand development skills to our Board. We extend our deepest gratitude to retiring director, Nick DeBenedictis, for his 18 years of valuable service to our Board.

We remain confident in the future success of our regulated utilities and competitive energy businesses and believe the planned separation of these businesses is the right path for each company to leverage core business strategies to meet evolving customer needs and stakeholder goals.

We thank you for your continued support of Exelon.

	This summary highlights selected information about the items to be voted on at the annual meeting of shareholders. This summary does not contain all of the information that you should consider in deciding how to vote. Please read the entire proxy statement before voting.

About Exelon: An Industry Leader

$23BAnthony Anderson Being invested in utilities through 2022 for the benefit of our customers	Ann Berzin	Laurie Brlas	Exelon is aMarjorie Rodgers Cheshire FORTUNE 100 company
	Christopher Crane			Yves De Balmann
$36B Operating revenue in 2018
#1 zero-carbon energy producer in AmericaLinda Jojo	33,500Paul Joskow	employeesRobert Lawless	John Richardson	Mayo Shattuck III	John Young
			BOARD CHAIR

* See Definitions of Non-GAAP measures in Appendix A at page 79.

www.exeloncorp.com3

More than
32,000 MW
total power
generation capacity

Customer load served

10M

Smart meters installed

Exelon’s utilities serve 10M electric and natural gas customers, the most in the U.S.			$51M In 2018, Exelon gave more than $51 million to charitable and community causes
~2M Exelon’s Constellation business serves residential, public sector and business customers			11,470 transmission line miles for utilities

Note: All numbers reflect year-end 2018

2     Exelon 2019 Proxy Statement

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Proxy Statement SummaryAbout Exelon

Exelon is America’s Leading Energy Provider

We are the nation’s leading competitive power provider and a FORTUNE 100 company that works in key facets of the power business: power generation, competitive energy sales, transmission and delivery.

The Exelon Family of Companies

The Exelon Family of Companies
Generation		Energy Sales & Service		Transmission & Delivery
Exelon is one of the largest competitive U.S. power generator,generators, with more than 32,000approximately 31,000 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets and the largest producer of zero-carbon energy in the U.S.		The Company’s Constellation business unit provides energy products and services in competitive markets to approximately 2 million residential,public sector and business customers, including more than two-thirdsthree-fourths of the Fortune 100.
Transmission & Delivery
		Exelon’s six utilities deliver electricity and naturalgas to approximately 10 million customers in the following jurisdictions: electricity in southern New Jersey, Maryland, eastern Pennsylvania, northern Illinois, and the District of Columbia; 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.eastern Pennsylvania.

Learn more atwww.exeloncorp.com

Our Strategy

As the energy industry undergoes rapid changes,

2020 Operating Highlights

Exelon is executing a strategydelivered on its commitments to embrace those changes while growing the Company. We’re making investments to meet the needs of ourshareholders, employees, customers, and targeted investments in promising technologies with the potentialcommunities and is pleased to reshape the energy landscape.provide this summary of its more notable actions and achievements of 2020.

The Exelon Strategic Plan

Industry-Leading Operational Excellence

•

All utilities delivered best-ever customer satisfaction ratings

•

All utilities scored in the top decile for SAIFI with best on record performances by ComEd and PHI; each utility executed top quartile CAIDI performance with ComEd exceeding its 2019 record

•

Nuclear capacity factor of 95.4% was the second highest on record, supporting 150 TWhs of zero-emitting nuclear power avoiding approximately 78 million metric tonnes of CO2

Grow our Regulated Utilities Business Met or Exceeded Financial Commitmentsto benefit customers and provide earnings stability to our investors.

Focus on Cash Flow •to support utility growth while reducing debt.

Optimize Exelon Generation value by seeking fair compensation for the zero-carbon attributes of our fleet, closing uneconomic plants, monetizing assets and maximizing the value of our fleet through our generation to load matching strategy.

Retain a Strong Balance Sheet with all businesses meeting investment grade metrics through the 2022 planning horizon.

Return Cash to Shareholders and meet Capital Allocation Priorities with 5% dividend growth annually through 2020(1)while prioritizing organic utility growth and debt reduction.

Learn more athttp://www.exeloncorp.com/company/business-strategy

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Proxy Statement Summary

2018 Performance Highlights

“2018 was another record-breaking year for Exelon, with our Utility and Generation businesses demonstrating best-ever performances in multiple categories thanks to the hard work of our employees, who also surpassed their previous record for volunteerism. Our ongoing strategy to invest in advanced technology and infrastructure resulted in improved resiliency, reliability, and customer satisfaction at our electric and gas companies. In 2019, we will grow our dividend by 5 percent and seek fair compensation for the zero-carbon power that our nuclear fleet provides. We will also modernize the electric grid to address the challenges of climate change and provide customers with clean, affordable power.” Christopher Crane, CEO

4Exelon 20192021 Proxy Statement

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“Our industry is changing at a rapid pace and our customers expect us to continuously innovate to stay ahead of growing demand for clean energy, evolving business conditions and changing technology. Now is the right time to take this step to best serve our customers, employees, community partners and shareholders. These are two strong, distinct businesses that will benefit from the strategic flexibility to focus on their unique customer, market and community priorities.”

— Chris Crane, CEO

(February 24, 2021)

Our Future in Focus

2021 Business & Strategic Priorities

	Maintain industry-leading operational excellence
	Prepare for separation of businesses
	Meet or exceed our financial commitments
	Effectively deploy approximately $6.6 billion of capital at our utilities
	Ensure timely recovery on investments to enable customer benefits
	Support enactment of clean energy policies
	Continued demonstration of corporate responsibility

Creating Two Premier Businesses

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 ABOUT EXELON 

Our Director Nominees

6Exelon 2021 Proxy Statement Summary

Measuring our Performance: How Exelon is powering a cleaner and brighter future for our customers and communities

We believe that reliable, clean, and affordable energy is essential to a brighter, more sustainable future. That’s why we’re committed to providing innovation, best-in-class performance and thought leadership to help drive progress for our customers and communities.

We bring our vision to life by adhering to five core values. 2018 highlights include:

	We are dedicated to safety
●Exelon continued to maintain a first-decile OSHA recordable rate in 2018 as compared to the Edison Electric Institute (EEI) company benchmark. ●Exelon continues to engage with the National Safety Council and the Campbell Institute to drive best practices development and benchmarking. ●Nonetheless our performance was not at the level we target, and we have increased focus on prevention of serious injuries and fatalities through partnerships with EEI, the Electric Power Research Institute, and the Campbell Institute. ●Exelon continued efforts in 2018 to utilize new technologies and business information and data analytics to drive safety performance improvement.
	We actively pursue excellence
	●Exelon has been named to the Dow Jones Sustainability North America Index for 13 consecutive years. ●Exelon Generation is the largest zero carbon generator in the United States with the lowest carbon intensity out of the 20 biggest investor owned generation companies in the United States. ●Exelon is the largest producer of zero-carbon energy in the United States, responsible for one-ninth of all clean energy produced. ●All four Exelon utilities ended the year in the top quartile for SAIFI (outage frequency) and all utilities demonstrated strong performance in CAIDI (outage duration) and customer satisfaction.
	We innovate to better serve our customers
	●Exelon hosted its seventh Innovation Expo in Washington, D.C. to engage employees and stakeholders around new technologies and innovation. Over 3,300 attended the Expo and 270 employees presented ideas for technology and innovation applications for Exelon. ●Through December 2018, Exelon utilities had upgraded over 10 million smart electric and gas meters, aiding system efficiency and reliability and more rapid recovery after storm events. As a result, over 1.1 million connect/disconnect service trips were also avoided by smart meters in 2018, saving time and cost and avoiding associated service vehicle GHG emissions. ●In 2018, Constellation Distributed Energy’s portfolio grew to 484 Megawatts, 78% of which was solar. ●Exelon Utility customers saved 21.9 million MWh and avoided 9.9 million metric tons of CO2e.
	We act with integrity and are accountable to our communities and the environment
	●Exelon corporate and Exelon Foundation giving totaled more than $51 million in 2018. ●Exelon Employees volunteered almost 241,000 hours and contributed nearly $13 million to charity. ●Exelon operations-driven GHG emission reduction goal to reduce 15% from a 2015 baseline by 2022 is on track. ●Exelon scored A- on the 2018 CDP Water Survey, the highest level achieved by a United States electric utility. ●Exelon scored A- on the 2018 CDP Climate Survey, the highest level achieved by a United States electric utility. ●Exelon has over 32,500 acres managed under Wildlife Habitat Council and/or National Wildlife Federation certifications.
	We succeed as an inclusive and diverse team
	●Exelon adopted the Equal Pay Pledge in 2016. As part of this commitment, Exelon ensures extensive annual reviews are completed including an internal review of hiring and promotion processes and an independent third party review of gender pay levels. In addition, Exelon joined the United Nations HeForShe campaign in 2017. ●Exelon implemented an industry-leading enhanced paid leave policy for new parents in 2017. ●Through Exelon’s University Intern Program, we hire hundreds of professionals and technical interns each summer, which helps to build our talent pipeline by attracting young, diverse candidates. ●Our diversity and inclusion efforts have been recognized by organizations, including Exelon being named to the DiversityInc Top 50 Companies for Diversity and as one of the Human Rights Campaign Best Places to Work. Exelon also received the G.I. Jobs Military Friendly Employer Award.

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Proxy Statement Summary ABOUT EXELON 

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6       Exelon 2019 Proxy Statement

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 ABOUT EXELON 

ESG Highlights

Commitment to Sustainability

Our Purpose: Powering a Cleaner and Brighter Future for our Customers and Communities

Exelon’s commitment to sustainability is central to our mission of providing reliable, clean, affordable and innovative energy products. Our operational excellence and environmental stewardship values drive us to conduct business in a way that is sustainable for our customers, our employees and the communities in which we operate. Consistent with our Purpose statement, we are committed to building an energy company for the future and applying innovative technologies to manage energy use and meet customer expectations for clean, reliable and affordable power. For more information about our sustainability practices, please refer to the Exelon Corporation Sustainability Report posted on our website at: www.exeloncorp.com/sustainability.

Our path to a cleaner and brighter future includes:

	Building an Energy Company for the Future
	•	Exelon’s vision is modernizing the grid for reliability, resilience, and security and enabling increased electrification, backed by zero-carbon generation, to help the nation reduce GHG emissions; a key solution set identified by climate scenario analysis.
	•	Exelon invested $22 billion over the last four years in improvements to enhance resilience, reliability and infrastructure with an additional $27 billion of investment planned over the next four years.
	•	In September 2019, Exelon and the Exelon Foundation launched a $20 million Climate Change Investment Initiative to cultivate startups working on new technologies to reduce greenhouse gas emissions and mitigate climate change. Through our various research & development program investments, we are enabling the development of technologies that are needed to achieve a net zero global economy.
	Rising to the Challenge of Climate Change
	•	Exelon is the largest producer of zero-carbon electricity in the U.S. with the lowest carbon intensity among major investor-owned power producers.
	•	Exelon is on track to achieve its third GHG emissions reduction goal (15% reduction of internal emissions by 2022).
	•	We are in the process of electrifying our utility vehicle fleet with a goal of 30% by 2025 and 50% by 2030.
	•	Our Utility energy efficiency programs helped customers save 22.3 million MWh in 2020 avoiding 8.1 million metric tons of GHG emissions.
	•	Exelon is a founding Member of Climate Leadership Council, which advocates for an economy-wide carbon fee, while engaging with policymakers at the state level to expand clean energy programs.
	Managing our Environmental Impacts
	•	Guided by an internal Water Resource Management Policy, we address water-related risks and opportunities. In 2019, 98% of water used in operations was directly returned to its source.
	•	50 sites have been certified by the Wildlife Habitat Council and 70 sites have National Wildlife Federation habitat certifications.
	•	Special management plans are operating to protect biodiversity (including a detailed Avian Protection Plan to manage interactions with birds and power lines) and support pollinator habitats.

8Exelon 2021 Proxy Statement Summary

The following matrix identifies theprimary skills, core competencies and other attributes that each independent Director brings to bear in their service to Exelon’s Board and Committees.

SKILLS

Accounting– Accounting and Finance Experience in accounting, finance and capital management, including oversight of financial reporting experience are important to accurately and transparently measure and report financialstatements and operating performance, ensure compliance with applicable law and assessresults; experience assessing the financial merits of strategic opportunities.

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Finance– Corporate finance and capital management experience is important to effectively oversee the financial affairs of Exelon’s businesses and operations.Executive

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Executive– CEO/CEO or other executive management leadership skills are important to gain a practicalexperience with an understanding of organizations, corporate governance,how to lead complex organizations.

Talent Management Experience in planning and building a talented workforce that meets the needs essential to the Company’s operations; understanding the drivers of individual growth and development.development; familiarity with developing effective compensation and benefits programs.

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Compensation– Human capital management and executive compensation knowledge andTechnology & Innovation Management or oversight experience help Exelon recruit, retain, and developwith technologies key talent essential to Company operations.the energy markets including business systems, customer platforms, or grid operations; an understanding of recent innovations in utility operational technology; experience implementing efficiency improvements or other business transformations through technology.

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Technology– InnovationSafety & Cybersecurity Experience monitoring and technology experience is important in overseeing Exelon’s business in the rapidly changing energy marketssafety and physical and cyber threats.

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Safety & Security– Safety, physical security and cybersecurity competencies are critical to overseemeasures necessary for safe and secure nuclear, and other generation, operations,and transmission and distribution systems,operations; understanding of cyber threats, risk mitigation and our other assets.policy.

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Industry– Industry experience and knowledge of Exelon’s businesses help inform our views on& Infrastructure Experience in the energy, utility or nuclear industries; expertise in energy markets and economics, technology, nuclear power, renewable and clean energy, electric and gas transmission and distribution anddistribution; understanding of the public policy issues and public safety implications of these aspects.

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Policy– Government, public policy and regulatory insights are important to help shape public policy initiatives and government regulation for the benefit of our shareholders and customers.

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Risk– Risk oversight and management experience inform Exelon’s enterprise risk management of key risks associated with potential to impact public safety, operations and shareholder value including its environmental impacts.

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Investor perspective– Investor relations and investment management experience ensures strong alignment with investors and informs decision making on value-adding initiatives.

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Engineering & Manufacturing– Engineering, manufacturing, construction, and performance management experience inform Exelon’s ongoing commitment to maintaining and strengthening the reliability, resiliency, and safety of the electric and gas transmission and distribution systems, smart grid and generation portfolio and assets.

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Regulatory & Policy Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing one or more members of management engaged in policy or regulatory affairs.

Risk Management Experience identifying, assessing and controlling financial or business risks including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts.

Corporate Governance Experience maintaining board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations.

Environment & Sustainability DiversityNEW Experience in overseeing or advising on environmental, climate or sustainability practices; understanding of environmental policy, regulation, risk and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks and opportunities in transitioning to low-carbon future.

Business Development & Transformation – Diverse attributes reflectNEW Experience in business development, strategy, or marketing; experience creating long-term value through organic growth, innovation, and strategic initiatives; experience managing businesses and operations that have been impacted by transformational change.

ATTRIBUTES

Exelon Community NEW Current or former resident in one of the jurisdictions served by an Exelon utility. Residency brings knowledge of the local community as well as insight into the business and political environment of each region.

Military Service Prior military service brings unique skills and insight to the Board and reflects the Company’s commitment to diversity and inclusion through age, ethnicity, gender, race and sexual orientation.helping veterans translate their skills into the energy industry.

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Diversity Disclosures

In addition to reviewing and updating our Board skills, the Governance Committee also committed to enhanced disclosure about Board diversity. Exelon surveyed the Board and asked each Director to self-identify their race/ethnicity using one or more of the following categories: Asian, Black or African American, Hispanic or Latin American, Indian or South Asian, Middle Eastern or North African, Native American or Alaskan Native, Native Hawaiian or Other Pacific Islander, White, and Other

The results of this survey are included in the matrix on the following page. No Director identified as two or more ethnicities and ethnicities not listed in the matrix were not selected by any Directors.

In addition to race and ethnicity, the Board was also surveyed about being part of the LGBTQ community.

16     Exelon 2021 Proxy Statement

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Skills Matrix

The following matrix identifies the five most prominent skills and core competencies and other attributes that each Director brings to their service to Exelon’s Board and Committees.

Why Only FIVE? While each independent Director possesses numerous other skills and competencies not identified below, we believe that identifying the five most prominent skills and competencies provides a much more meaningful presentation of the key contributions and value that each independent Director brings to their service on the Board and to Exelon shareholders. We have reviewed this presentation with shareholders and have consistently received positive feedback that this narrowed scope is informative. As CEO, Mr. Crane possesses all listed skills.

Anderson

Berzin

Brlas

Cheshire

Crane

de Balmann

Jojo

Joskow

Lawless

Richardson

Shattuck

Young

SKILLS

Accounting and Finance

·

·

·

·

·

Executive

·

·

·

·

·

·

·

·

·

Talent Management

·

·

·

·

·

·

·

·

Technology & Innovation

·

·

Safety & Cybersecurity

·

·

·

Industry & Infrastructure

·

·

·

·

·

Regulatory & Policy

·

·

·

·

·

·

Risk Management

·

·

·

·

·

·

·

·

Corporate Governance

·

·

·

·

·

·

·

·

·

·

Environment & Sustainability NEW

·

·

·

Business Development & Transformation NEW

·

·

·

·

·

·

·

ATTRIBUTES

Exelon Community NEW

·

·

·

·

·

·

·

Military Service

·

·

·

·

DIVERSITY

Black / African American

·

·

Hispanic / Latin American

·

White

·

·

·

·

·

·

·

·

·

LGBTQ

GENDER, AGE, AND TENURE

Gender

M

F

F

F

M

M

F

M

M

M

M

M

Age

65

68

63

52

62

74

55

73

74

60

66

64

Tenure

8

9

2

<1

9

9

5

13

9

1

9

2

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Table of Contents

Director Independence

The Board has determined that all non-employee Directors who served on the Board in 20182020 and all nominees for election, except for Mr. Crane as Exelon’s President and Chief Executive Officer, are independent according to applicable law and the listing standards of the New YorkThe Nasdaq Stock Exchange (NYSE)Market LLC (Nasdaq), as incorporated into the Independence Standards for Directors in Exelon’s Corporate Governance Principles. In accordance with the Independence Standards for Directors, the Board determined that certain categories of relationships as set forth in the Appendix do not create a conflict of interest that would impair a Director’s independence. The Board also determined that the members of the Audit, Compensation and Leadership Development, and Corporate Governance Committees are independent within the meaning of applicable laws, NYSE listing standards,Nasdaq governance requirements, and the Independence Standards for Directors.

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Table of Contents

Board and Corporate Governance Matters

When assessing the independence of Director nominees, the Corporate Governance Committee considers the impact that tenure may have on the independence of certain longer-tenured incumbent Board nominees. The Board determined that the independence of our longer-tenured Directors had not been diminished and that suchas these members continued to thoughtfully to challenge and provide reasoned, balanced, and insightful guidance to management. The Board values the perspectives that such Directors contribute to Board discussions, having served Exelon during periods of various industry and company-specific developments mergers, and with different members of management teams over the years.

Related Person Transactions

Exelon has adopted a written policy foron the review, and approval or ratification of related person transactions. Under the policy, the Board reviews transactions arrangements, or relationships with related persons, which is overseen by the Corporate Governance Committee and is available on our website. The policy provides that the Committee or the Committee chair will review any proposed, existing, or completed transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as stockholders beneficially owning 5% or more of Exelon’s outstanding stock.stock as defined in SEC rules. The Office of Corporate Governance presentsExelon General Counsel reviews relevant information on transactions, arrangements, and relationships disclosed to Exelon’s General Counsel forand makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. Identified relatedRelated person transactions that are submitted to the Board for approval. The Board may approve any related person transactions deemed toin, or not be contrary toinconsistent with, the best interests of Exelon. Exelon or subsidiary Commonwealth Edison, as applicable, are approved by the Corporate Governance Committee and reported to the Board. Related person transactions are disclosed in accordance with applicable SEC and other regulatory requirements.

There were no related person transactions identified for 2018.2020.

Director Nominees

As referenced in the Board letter to shareholders included with this proxy statement, Nicholas DeBenedictis has reached the mandatory retirement age designated in Exelon’s Corporate Governance Principles and therefore will not stand for election in 2021. The Board is deeply grateful to Mr. DeBenedictis for his many years of valued contributions and insights into Exelon’s business and strategy.

The Board nominates the 1312 candidates named below for re-election as Directors. If elected by shareholders, each Director will serve a term ending with the 20202022 annual meeting. Each nominee has agreed to be named in this proxy statement and to serve as a Director, if elected. If any Director is unable to stand for election at the annual meeting, the Board may reduce the number of Directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute Director. Exelon does not expect that any Director nominee will be unable to serve.

John Rogers announced his decision to not stand for election at the 2019 annual shareholders meeting. The Board is deeply appreciative of John’s valued contributions and insights into Exelon’s business and strategy and fulfillment of responsibilities to shareholders, employees, customers and communities.

In addition to the skills, characteristics, core competencies and other attributes previously described, the Corporate Governance Committee also considers whether each nominee has the time available, in light of other business and personal commitments, to effectively serve on Exelon’s Board. Among the criteria the Committee considers is the degree to which any incumbent Director nominee demonstrates effective and productive preparedness and engagement. The Board has adopted limits for service on other boards, providing that Directors who serve as the CEO of a public company should not serve on more than two other public company boards in addition to Exelon and its subsidiary boards. Other Directors should not serve on the boards of more than four other public companies in addition to the Exelon Board and its subsidiary boards.

The Board is aware that some institutional investors have adopted vote policies that include board service limits more restrictive than Exelon’s limits based on 1) resource challenges that make it impractical for investors to assess thousands of individual director nominees or 2) a risk assessment involving statistical data measuring average time required for board service and especially in the event of a crisis. Such investor policies apply a one-size-fits-all approach that may not take into account all relevant facts and circumstances for a particular individual director, including the results of a robust individual director assessment process, such as Exelon has in place for its directors. Exelon’s individual director assessment process provides for peer reviews by each director and by four members of senior management that regularly interact with the Board (see page 23). The individual director assessment conducted of Stephen Steinour in 2019 reflected heightened attention to this known concern and the results are included as part of Mr. Steinour’s biographical information on page 16.

The Corporate Governance Committee and the Board believe the skills and experiences detailed above are well represented among the Director nominees and reflect an effective mix of backgrounds, experience and diversity.

10     18Exelon 20192021 Proxy Statement

Table of Contents

 BOARD AND CORPORATE GOVERNANCE MATTERS 

Anthony Anderson

Independent   Age: 65   Director since: January 2013

Mr. Anderson’s comprehensive finance, risk management, corporate governance, and executive leadership skills were gained through his board service experiences and his successful career with Ernst & Young. Mr. Anderson’s 20+ years of experience as an audit partner and certified public accountant, culminating in his role as Vice Chair of EY, deeply enhance his contributions to the Exelon Board, add value to his leadership of the Audit Committee, and his roles on the Risk and Corporate Governance MattersCommittees.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Age:•63 Director since:2013 Committee Memberships: ●Audit (Chair) ●Finance and Risk ●Generation Oversight		Anthony K. Anderson   INDEPENDENT Career Highlights Mr. Anderson served as theFormer Vice Chair and Midwest Area Managing Partner of Ernst & Young (EY), a global assurance, tax, transaction and advisory services firm, until his retirement in 2012. During Mr. Anderson’s2012 following a 35-year career with EY, he oversaw a practicecareer.
•	Director of 3,500 audit, tax, and transaction professionals serving clients throughout the Midwest and also served for six years in the Los Angeles area as managing partnerFederal Reserve Bank of EY’s Pacific Southwest region. Mr. Anderson also served as aChicago (2008 – 2010).
•	Executive Committee member, of EY’s governing body, the Americas Executive Board.United States Golf Association.

OTHER CURRENT PUBLIC COMPANY SERVICE

Board Service •	Mr. Anderson currently serves as a director of AAR Corp. (aerospace and defense), (Since 2012) | Committees: Compensation; Nominating & Governance
•	Avery Dennison (manufacturer of adhesive technologies, display graphics and packaging materials), and (Since 2012) | Committees: Governance & Social Responsibility; Audit & Finance
•	Marsh & McLennan Companies (global professional services firm). He also serves on the executive committee of the United States Golf Association, as chairman of the board of the Perspectives Charter School, and as a director for World Business Chicago. Mr. Anderson previously served as a director of First American Financial Corporation from 2012 until 2016.(Since 2016) | Committees: Audit; ESG Mr. Anderson’s experience as the vice chair of a global professional services firm and his training and experience as an audit partner and certified public accountant enhance his contribution to the Exelon Board and add value to his leadership of the Audit Committee and service on the Finance and Risk Committee. Current Public Boards: ●Exelon Corporation ●AAR Corp. ●Avery Dennison ●Marsh & McLennan Companies

PRIOR PUBLIC COMPANY SERVICE (Last 5 Years)

First American Financial Corporation (2012 – 2016)

Ann Berzin

Independent   Age: 68   Director since: March 2012

Ms. Berzin’s executive leadership experience in an industry subject to state regulation, background in securities legal practice, and expertise in the guarantee, structuring and risk assessment of complex investment and financial products bring key insight to the Company’s financial affairs, risk management, capitalization and liquidity, and add value to her leadership of the Risk Committee.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Primary Skills & Core Competencies:•

Accounting

Finance

Executive

Compensation

Risk

Age:66 Director since:2012 Committee Memberships: ●Finance and Risk (Chair) ●Audit		Ann C. Berzin   INDEPENDENT Career Highlights Ms. Berzin served asFormer Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (FGIC), an insurer of municipal bonds, asset-backed securities and structured finance obligations from 1992 to 2001.(1992 – 2001). Ms. Berzin joined FGIC in 1985 as its General Counsel following seven years of securities law practice in New York City.
Board Service •	Ms. Berzin currently serves as a directorDirector of Ingersoll-Rand plc (industrial manufacturing), where she chairs its finance committee and serves on its audit committee. Ms. Berzin also serves on the board of Baltimore Gas and& Electric Company an (Exelon subsidiary, and she previously served as a directorSubsidiary)
•	Former Director of Constellation Energy Group until its merger with Exelon in 2012.(2008 – 2012)

OTHER CURRENT PUBLIC COMPANY SERVICE

Ms. Berzin has broad business and executive leadership experience, as well as expertise in the financial services sector, which is particularly valuable for her service on the Audit Committee and leadership of the

•	Trane Technologies plc (Since 2001) | Committees: Finance and Risk Committee. Current Public Boards:(CHAIR); Audit; Executive ●Exelon Corporation ●Ingersoll-Rand plc

Primary Skills & Core Competencies:

Accounting

Finance

Executive

Risk

Investors

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Board BOARD AND CORPORATE GOVERNANCE MATTERS 

Laurie Brlas

Independent    Age: 63   Director since: October 2018

Ms. Brlas has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies. Her operations and Corporate Governance Mattersfinance experience in the natural resources industry as well as her background in financial and governance matters bring valuable insights to the Board.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Age:•61 Director since:2018 Committee Memberships: ●Audit ●Finance and Risk		Laurie Brlas   INDEPENDENT Career Highlights Ms. Brlas served asFormer Executive Vice President and Chief Financial Officer of Newmont Mining Corporation (gold mining) from 2013 until her retirement in 2016. From 2006 to 2013, Ms. Brlas served in, a number ofglobal gold mining company (2013 – 2016)
•	Multiple senior leadership positions, at Cleveland-Cliffs, Inc. (iron ore pellet production), most recently as Executive Vice President and President, Global Operations. Operations, Board Service Cleveland-Cliffs, Inc. Ms. Brlas currently serves onwhich specializes in the boardsmining, beneficiation, and pelletizing of iron ore (2006 – 2013)
•	Former Director of Calpine Corporation, a company providing electricity generation from natural gas and geothermal resources and retail power provider (2016 – 2018)

OTHER CURRENT PUBLIC COMPANY SERVICE

•

Albemarle Corporation (global chemical manufacturing) and (Since 2017) | Committees: Audit & Finance (CHAIR); Capital Investment

•

Graphic Packaging Holding Company (consumer packaging). Ms. Brlas previously served as a director of Calpine Corporation (electricity generation), NOVA Chemical Corporation (plastics and chemical manufacturing), and Perrigo Company plc (over-the-counter pharmaceutical and nutritional product manufacturing). With 16 years of experience as a chief financial officer at global, capital-intensive companies, Ms. Brlas’s proven leadership skills bring valuable knowledge and a diverse perspective to Exelon’s Board and to her service on the Audit and Finance and Risk Committees. Current Public Boards: ●Exelon Corporation ●Albemarle Corporation ●Graphic Packaging Holding Company

Primary Skills(Since 2019) | Committees: Compensation & Core Competencies:Management Development; Nominating & Corporate Governance
•	AccountingAutoliv, Inc. (Since 2020) | Committees: Audit; Nominating & Corporate Governance

PRIOR PUBLIC COMPANY SERVICE (Last 5 Years)

Perrigo Company plc (2003 – 2019; Chair 2016-2019)

Marjorie Rodgers Cheshire  NEW 

Independent   Age: 52   Director since: July 2020

Ms. Cheshire’s experience in organizational leadership and her deep background in compliance, strategy, asset management, marketing and brand development are of significant value to the Board. Additionally, her involvement in the Baltimore community and her familiarity with this important market brings beneficial perspective and insights.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

•	President & Chief Operating Officer of A&R Development Company, a diversified real estate investment company (2004 – Present)
•	Chair, Baltimore Equitable Insurance
•	Former Senior Director of Brand & Consumer Marketing for the National Football League
•	Former Vice President of Business Development for Oxygen Media

OTHER CURRENT PUBLIC COMPANY SERVICE

•	PNC Financial Services Group (Since 2014) | Committees: Compliance Subcommittee (CHAIR); Nominating & Governance; Risk; Special Committee on Equity & Inclusion
•	Equity & Inclusion Capital I Corp (Since 2021) | Committees: Nominating & Governance (CHAIR); Audit

20     Exelon 2021 Proxy Statement

Finance

Executive

Compensation

Investors

Table of Contents

 BOARD AND CORPORATE GOVERNANCE MATTERS 

Christopher Crane

Age: 62   Director since: March 2012

Mr. Crane’s qualifications include senior leadership experience and broad energy industry experience, including regulation, operations, nuclear generation, and major capital projects. His role as a leading executive within the electric utility and power industries provides valuable insight to the Board, particularly their oversight of strategy and risk.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Age:•60 Director since:2012 Committee Memberships: ●Generation Oversight ●Investment Oversight		Christopher M. Crane Career Highlights Mr. Crane is President and Chief Executive Officer of Exelon Corporation. In his role, Mr. Crane oversees a family of companies representing every stage of the energy business, including Exelon Generation and Exelon’s six utilities, which deliver electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey, and Pennsylvania. Previously, heCorporation; previously served as President and Chief Operating Officer of Exelon and Exelon Generation from 2008 to 2012. In that role, he oversaw one(2008 – 2012)
•	Former Chairman of the largest, cleanest,Edison Electric Institute, the leading trade association representing all U.S. investor-owned electric companies
•	Director and lowest-cost power generation fleets in the country, 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. Board Service Mr. Crane is oneFormer Chairman of the leading executives in the electric utility and power industries. He is vice-chairman and a member of the executive committee of the Edison Electric Institute. He also serves as chair of the Institute of Nuclear Power Operations the, industry organization promoting the highest levels of safety and reliability in nuclear plant operation. He also serves asoperation
•	Director, AEGIS Insurance Services, a director of Aegis Insurance Services (mutualmutual insurance company providing liability and property coverageservices to the energy industry).industry Mr. Crane previously served as vice chairman of the
•	Former Chairman, Nuclear Energy Institute, the nation’s nuclear industry trade association and as a director of Aleris International Inc. from 2010 until 2013. Mr. Crane also serves as Chair of the boards of directors of Exelon subsidiaries Baltimore Gas and Electric Company, Commonwealth Edison Company, PECO Energy Company, and Pepco Holdings LLC. Current Public Boards: ●Exelon Corporation

Primary Skills & Core Competencies:

OTHER CURRENT PUBLIC COMPANY SERVICE

•

Accounting

Finance

Executive

Compensation

Technology

Safety & SecurityNone

Yves de Balmann

Independent   Age: 74   Director since: March 2012

Mr. de Balmann has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Constellation Energy. His deep knowledge of compensation, governance, and investor insights provide significant value to the Board and to his role as chair of the Compensation and Leadership Development Committee.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

•	IndustryFormer Co-Chairman of Bregal Investments LP, a private equity investing firm (2002 – 2012)
•	Executive Partner, Bridge Growth Partners, private equity firm focusing on technology and financial services companies
•	Former Co-Head of Deutsche Bank’s Global Investment Bank and former Co-Chair and Co-CEO of Deutsche Bank Alex. Brown
•	PolicyFormer Vice-Chairman, Bankers Trust Corporation
•	Former Director of Constellation Energy (2003 – 2012)

OTHER CURRENT PUBLIC COMPANY SERVICE

•

ESI Group (Since 2016) | Committees: Strategic

Risk

Investors

Engineering & Manufacturing

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Table of Contents

Board BOARD AND CORPORATE GOVERNANCE MATTERS 

Linda Jojo

Independent   Age: 55   Director since: September 2015

Ms. Jojo’s wealth of experience leading complex IT organizations brings valuable technology and Corporate Governance Mattersinnovation expertise to the Board. Additionally, her background in computer science and industrial engineering lends expertise to the Board’s risk oversight and cybersecurity programs and initiatives.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Age:•72 Director since:2012 Committee Memberships: ●Compensation and Leadership Development (Chair) ●Corporate Governance ●Finance and Risk

Yves C. de Balmann   INDEPENDENT Career Highlights Mr. de Balmann served as the Co-Chairman of Bregal Investments LP (private equity investing firm) from 2002 to 2012. Prior to this, he was Vice-Chairman of Bankers Trust Corporation, in charge of Global Investment Banking, until its merger with Deutsche Bank in 1999, and he remained a Senior Advisor to Deutsche Bank AG from 2001 to 2003. Board Service Mr. de Balmann currently serves as a director of ESI Group (virtual prototyping software and services). Previously, Mr. de Balmann served as a director of Laureate Education, Inc., and Constellation Energy Group until its merger with Exelon in 2012. Mr. de Balmann has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Constellation Energy Group until Constellation merged with Exelon in 2012. His background leading major organizations informs his leadership of the Compensation and Leadership Development Committee. Current Public Boards: ●Exelon Corporation ●ESI Group

Primary Skills & Core Competencies:

Finance

Executive

Compensation

Risk

Investors

Age:73 Director since:2002 Committee Memberships: ●Corporate Governance ●Finance and Risk ●Generation Oversight

Nicholas DeBenedictis   INDEPENDENT Career Highlights Mr. DeBenedictis currently serves as Chairman Emeritus of Aqua America Inc. (water utility operating in eight states) and served as its Chairman and Chief Executive Officer from 1993 to 2015. As CEO of Aqua America, Mr. DeBenedictis gained experience in dealing with many of the same development, land use, and utility regulatory issues that affect Exelon and its subsidiaries. Mr. DeBenedictis also has extensive experience in environmental regulation and economic development, having served in two cabinet positions in the Pennsylvania government: Secretary of the Pennsylvania Department of Environmental Resources and Director of the Office of Economic Development. He also spent eight years with the U.S. Environmental Protection Agency and was President of the Greater Philadelphia Chamber of Commerce for three years. Board Service In addition to serving as Chairman Emeritus of Aqua America, Mr. DeBenedictis has served as a director of MISTRAS Group (asset protection solutions) since 2015, and P.H. Glatfelter, Inc. (global supplier of specialty papers and engineered products) since 1995. Mr. DeBenedictis also serves on the boards of Commonwealth Edison Company and PECO Energy Company, which are Exelon subsidiaries. As a leader in the greater Philadelphia business community, Mr. DeBenedictis has deep knowledge of the communities and local economies served by PECO. Mr. DeBenedictis’ experiences as former CEO of a public company, service on other company boards, familiarity and experience with environmental regulations, and his educational background in environmental engineering and science, all provide valuable perspectives to Exelon’s Board, Finance and Risk, Generation Oversight, and Corporate Governance Committees. Current Public Boards: ●Exelon Corporation ●Aqua America ●MISTRAS Group ●P.H. Glatfelter, Inc.

Primary Skills & Core Competencies:

Finance

Executive

Industry

Policy

Risk

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Table of Contents

Board and Corporate Governance Matters

Age:53 Director since:2015 Committee Memberships: ●Compensation and Leadership Development ●Finance and Risk		Linda P. Jojo   INDEPENDENT Career Highlights Ms. Jojo is Executive Vice President, Technology and& Chief Digital Officer of United ContinentalAirlines Holdings, Inc. (commercial airline) where she leads the Information Technology, Cyber Security and E-commerce organizations and is responsible for the airline’s digital strategy. She has held her current position at United since 2014. Prior to joining United, she served as(2014 – Present)
•	Former Executive Vice President and Chief Information Officer for Rogers Communications Inc., a wireless communications and media company, from 2011 to 2014 (wireless communication
•	Former Senior Vice President and media company), where she was responsibleChief Information Officer for all IT systems for both customer-facing and business support systems. Prior to this, Ms. Jojo served in other senior officer roles at Energy Future Holdings Corporation (held, which held a portfolio of competitive and regulated energy companies), Flowserve Corporation (supplierscompanies, from 2008 to 2011
•	Director, Federal Reserve Bank of industrial and environmental machinery), and General Electric.Chicago

OTHER CURRENT PUBLIC COMPANY SERVICE

None

Paul Joskow, Ph.D.

Independent   Age: 73   Director since: July 2007

Dr. Joskow’s research and consulting activity have focused on the electric power industry, electricity pricing, fuel supply, demand, generating technology, and regulation. As a result, his extensive knowledge of industrial organization, energy and environmental economics, and government regulation offer unique insights for the Board.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

Board Service •

Ms. Jojo serves as vice-chairPresident Emeritus of the board of trustees of the Adler Planetarium in Chicago, Illinois and is a member of the board of trustees at Rensselaer Polytechnic Institute in Troy, NY. Ms. Jojo’s wealth of experience leading complex IT organizations brings important IT and innovation expertiseAlfred P. Sloan Foundation (2017 – Present; previously served as President from 2008 to Exelon’s Board. Ms. Jojo’s educational background in computer science and industrial engineering also lends expertise to Exelon’s risk oversight and cybersecurity programs and initiatives. Current Public Boards:2017) ●Exelon Corporation

Primary Skills & Core Competencies:
•	Compensation			Technology			Safety & Security			Industry
	Engineering & Manufacturing

Age:71 Director since:2007 Committee Memberships: ●Audit ●Finance & Risk ●Investment Oversight		Paul L. Joskow, Ph. D.   INDEPENDENT Career Highlights Dr. Joskow is the Elizabeth and James Killian Professor of Economics, Emeritus(post-tenure) at the Massachusetts Institute of Technology (MIT). He is also
•	Member, Environmental Defense Fund Economic Advisory Council
•	Member, Resources for the President Emeritus of the Alfred P. Sloan Foundation, where he served as president from 2008 through 2017. Dr. Joskow joined the MIT faculty in 1972 and served as head of the MIT Department of Economics from 1994 to 1998 and asFuture President’s Council
•	Former Director of the MIT MIT’s Center for Energy and& Environmental Policy Research from 1999 to 2007. Dr. Joskow’s teaching and research has been in
•	Former Member of the areas of industrial organization, energy and environmental economics, competition policy, and government regulation of industry. Much of his research and consulting activity has focused on the electric power industry, electricity pricing, fuel supply, demand, generating technology, and regulation. Dr. Joskow has served on the U.S. Environmental Protection Agency’s (EPA) EPA’s Acid Rain Advisory Committee and on the Environmental Economics Committee
•	Former Member of the EPA’s Science Advisory Board. Dr. Joskow also served on the National Commission on Energy Policy as a member
•	Former Member of the Secretary of Energy Advisory Board and as chair of the National Academies Board on Science, Technology and Economic Policy. Board Service Dr. Joskow currently serves as a trustee of the Putnam Mutual Funds board, as a trustee of Yale University, and as a director of the Whitehead Institute for Biomedical Research. Dr. Joskow’s extensive background in economics and energy and his experience as a utility director offer a unique set of skills to the Company’s Board of Directors. Current Public Boards: ●Exelon Corporation

Primary Skills & Core Competencies:

Executive

Technology

Industry

Policy

Investors

OTHER CURRENT PUBLIC COMPANY SERVICE

None

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Table of Contents

Board BOARD AND CORPORATE GOVERNANCE MATTERS 

Robert Lawless

Independent   Age: 74   Director since: March 2012

Mr. Lawless has deep executive leadership, strategic planning, and corporate governance experience. As a former CEO of a Fortune 1000 public company, he provides critical perspectives on governance and other public company issues that inform his leadership of the Corporate Governance MattersCommittee.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

•	Age:72 Director since:2012 Committee Memberships: ●Corporate Governance (Chair) ●CompensationFormer President, Chairman and Leadership Development		Robert J. LawlessCEO,    INDEPENDENT Career Highlights Mr. Lawless served as Chairman of McCormick & Company, Inc. (food, a global food manufacturing industry)company, having served as President from 1996 to 2006, as CEO from 1997 to 2009, having also served2008, and as its PresidentChairman from 1997 until 2006,2009; previously held numerous senior level positions during his 20+ year career with the company
•	Former Director of Carpenter Technology Corporation (1997 – 2004), which specializes in developing and its Chief Executive Officer until his retirement in 2008.manufacturing high-performance alloys
Board Service •	Mr. Lawless currently serves as a directorFormer Director of The Baltimore Life Insurance Company (insurance provider) and previously served as a director of Constellation Energy Group until Constellation merged with Exelon in 2012.(2002 – 2012) Mr. Lawless has extensive executive leadership and strategic planning experience. As a former chief executive officer of a public company, he provides critical perspectives on governance and other public company issues that inform his leadership of the Corporate Governance Committee. Current Public Boards: ●Exelon Corporation

Primary Skills & Core Competencies:

Accounting

OTHER CURRENT PUBLIC COMPANY SERVICE

•

ExecutiveNone

Admiral John Richardson, USN (Retired)

Independent   Age: 60   Director since: September 2019

Admiral Richardson’s experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence brings invaluable knowledge to the Board and richly informs his leadership of the Generation Oversight Committee and service on the Risk Committee.

SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY

		Compensation			Investors	•	Former Chief of Naval Operations (2015 – 2019) and various senior positions during 37-year career with the U.S. Navy including commander of various submarine forces, Director of Naval Reactors, and Director of Strategy and Policy at U.S. Joint Forces Command
•	Engineering & Manufacturing

Age:74 Director, since:Sparkcognition Government Systems2009 Committee Memberships: ●Generation Oversight (Chair) ●Audit ●Finance and Risk		Richard W. Mies   INDEPENDENT Career Highlights Admiral Mies is President and Chief Executive Officer, a developer of The Mies Group, Ltd, a private consulting firm, providing strategic planning and risk assessment related to international security,A.I. solutions for multiple industries including energy, defense, and maritime issues. A graduate of the Naval Academy, he completedfinance
•	Director, Center for New American Security, a 35-year career as a nuclear submariner in the US Navy. Admiral Mies has a wide range of operational command experience, having served as the senior operational commander of the US Submarine Force,bipartisan think tank focused on national security, including issues around energy and commander of the U.S. Strategic Command for four years prior to his retirement in 2002.geopolitics
•	Trustee, Woods Hole Oceanographic Institution
Board Service OTHER CURRENT PUBLIC COMPANY SERVICE
Admiral Mies serves as a director of •	The Boeing Company (Since 2019) | Committees: Special Programs (CHAIR); Aerospace Safety; Finance
•	BWX Technologies, Inc. (a supplier to the nuclear power industry). He is also a member of the board of governors for Lawrence Livermore National Security LLC and serves as vice-chair of the Secretary of Energy Advisory Board. He previously served as a director of Mutual of Omaha from 2002 until 2014, Babcock and Wilcox (an equipment and technology provider to the energy industry) from 2010 until 2015, and as a member of the board of governors for Los Alamos National Security, LLC, from 2005 until 2018. Admiral Mies’ extensive educational background in mechanical engineering and mathematics, and postgraduate studies and degrees in government administration and international relations at Oxford University, the Fletcher School of Law and Diplomacy, and Harvard University contribute to his insights and leadership of the Generation Oversight Committee, and his service on the Finance and Risk and(Since 2020) | Committees: Audit Committees. His deep leadership experience with nuclear power and strategic planning in the Navy and in business, and his extensive board service enable his ability to provide thoughtful contributions to the Exelon Board. Current Public Boards:& Finance; Compensation ●Exelon Corporation ●BWX Technologies, Inc.

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Primary Skills & Core Competencies:

Executive

Technology

Safety & Security

Industry

Risk

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