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Table of Contents
Notice of the Annual Meetingand 2021 Proxy StatementPowering a Cleanerand Brighter Futurefor our Customersand CommunitiesTable of ContentsNotice of the Annual Meeting of Shareholders and 2021 About ExelonDriving Sustainable Change: Highlights of our Responsible Business Practices 
Board Diversity & Refreshment29Director Attendance30Board, Committee, and Individual Director EvaluationsAssessment and FeedbackAudit Committee Matters3841Proposal 3
Say-on-Pay: Advisory Vote onExecutive CompensationExecutive Compensation Program42Shareholder Proposal 4 Management Proposal:Amendment to Articles to Allow Shareholders to Call Special Meeting69
Proposal 4 Shareholder Proposal from Steven J. Milloy
AppendixA - Amendments to Articles of Incorporation 7991 B - Amendments to Bylaws 92 7996 8098 8199 New / Frequently RequestedVote Recommendations 
FOR 
AGAINST
Cautionary Statements Regarding Forward-Looking Information This proxy statement contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the Registrants’ 2023 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 21, 2024 in (a) Part I, ITEM 1A. Risk Factors; (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by the Registrants. 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. | |||
Non-GAAP financial measures discussed in this | |||
Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. Information contained on our website is not part of this 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
| Items of Business | Board Recommendation: | |||||||
1.Election of Directors 2.Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for 2024 3.Advisory Vote on Executive Compensation 4.Management Proposal: Approve an amendment to our Articles of Incorporation to allow shareholders owning at 5.Shareholder Proposal, if properly presented |
FOR FOR FOR FOR AGAINST | |||||||
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 the same rights as an in-person meeting.
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) |
► see page 15 |
► see page 38 |
► see page 41 |
► see page 69 | ||||
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Every VoteVirtual Meeting
taking place in a virtual-only format, which allows us to connect with more shareholders and answer more questions while providing our shareholders with the opportunities to vote and ask questions that they would have had at an in-person meeting. Shareholders may submit questions in advance of or during the meeting. For more information, please see the FAQ. If you cannot attend the meeting, a replay of our 2024 annual meeting webcast will be available at the Investor Relations section of our website following the date of the meeting. A list of answers to appropriate questions submitted by shareholders before and during the annual meeting will also be available.
As
30, 2024
:www.exeloncorp.com1
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| 2 | Exelon 2024 Proxy Statement | ||||
Letter from the Board of Directors to Our ShareholdersAccessing Historic Funding for Our CommunitiesThrough the historic Infrastructure Investment and Jobs Act (IIJA), Exelon sought and secured federal funding to accelerate the equitable energy transformation in the communities we serve. To date, Exelon’s operating companies have won $200 million for grid enhancements, clean energy job creation, expanding internet access in under-resourced communities and more. Two of our ShareholdersMarch 17, 2021Dear Fellow Shareholders,Since Exelon’s formation over 20 years ago, we’ve worked to buildChampioning Our PrinciplesThe Board continues its full support and oversight of all the ways Exelon embraces diversity, equity, and inclusion (DEI) as a cleaner, brighter futurecore value and business imperative. In 2024, as we navigate through an election year and a time when some are shying away from DEI, we will remain focused on advocating for inclusivity and ushering in the energy transformation in an equitable way for our customers and communities.WhileOur workforce development programs continue to have an impact throughout our jurisdictions. In 2023, Exelon invested $18 million in support of 90 programs across our six local energy companies bringing employment opportunities, economic equity and empowerment to community members, totaling 1,800 and growing.Exelon was honored for the COVID-19 pandemic has impacted everyday lives,third consecutive year with the Center for Energy Workforce Development's "Chairman’s Award for Workforce Development Leadership," the organization’s highest honor recognizing companies for excellence in the promotion of 21st century energy careers; achievements in diversity, equity and inclusion; innovations in training; and enhancements to workplace culture and operations to retain a strong workforce. The company also continued partnering with diversity-certified businesses, spending $3.2 billion in 2023 that represents 39 percent of total enterprise-wide spend. As we consider it our responsibility to improve the quality of life for the people in the communities where we live, work and serve, 64 percent of our spend with diversity-certified businesses went to businesses that are local to Exelon communities. We also supported community-based businesses through Exelon’s long-standing operational excellenceCommunity Impact Capital Fund. In 2023, four businesses in the District of Columbia and management model contingency planning ensuredMaryland received $2.7 million in investments, bringing the total number of businesses funded since the 2022 program launch to nine. The company also continued deliveryimportant work investing in companies that in turn invest in our communities through 2c2i (Climate Change Investment Initiative), a joint effort with the Exelon Foundation. In the last two years alone, 2c2i companies have gone on to raise more than $100M in follow-on investments.Giving back to communities is something our employees take personally. Last year, more than half of safe, reliableour employees participated in community engagement programs, including a number of company-sponsored programs. Employees also logged more than 135,000 service hours and resilientpersonally donated more than $5.8 million through the Exelon Foundation Employee Giving Campaign and Matching Gifts programs.Strengthening Exelon’s BenchIn September, Exelon welcomed Colette Honorable as executive vice president of Public Policy and Chief External Affairs Officer to lead our engagement and outreach strategies. Colette’s experience and respected reputation in the industry will be critical to Exelon’s success building and maintaining the stakeholder relationships the company needs to advance equitable rate making; environmental, social, and corporate governance; and the clean energy transformation.As we enter 2024, we will see additional leadership changes as PECO President and CEO Mike Innocenzo becomes Exelon’s chief operating officer, EVP of Utility Operations and Technology Dave Velazquez succeeds Innocenzo as president and CEO of PECO, and Denise Galambos succeeds Amy Best as Exelon’s Chief Human Resources Officer. We appreciate Amy’s immeasurable contributions to Exelon and send congratulations to Mike, Dave, and Denise on their new roles. They are all a testament to the strength of Exelon’s leadership team, ensuring we can effectively operate through transitions and build on a culture of excellence.Looking ahead, the Board will remain committed to powering and empowering our customers and communities, we serve.We are well positioned for the future growth of our utilitiesenhancing shareholder and competitive energy businesses and believe the announced plan to separate these businesses will createstakeholder 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 FutureOn 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 PandemicOperating 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 infrastructureremained 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 organizationsupholding robust governance across our service territories in responsediverse enterprise. We deeply appreciate your ongoing dedication to the pandemic.Oversight of ComEd investigationAs disclosed in our letter last year, Exelon, and its Illinois-based subsidiary, Commonwealth Edison (ComEd), werewe thank you for joining us on our mission to lead 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
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| W. Paul Bowers | Calvin G. Butler, Jr. | Marjorie Rodgers Cheshire | Linda Jojo | Charisse R. Lillie | ||||||||||
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| Anna Richo | Matthew Rogers | Bryan Segedi | John Young | ||||||||||||||
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.
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* See Definitions of Non-GAAP measures in Appendix A at page 79.
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Leading the Way to a Sustainable Future The Corporate Governance Committee of the Exelon Board of Directors is territory that includes diverse and important habitats. Exelon is committed to environmental stewardship and works to protect the biodiversity in these service areas through a variety of Wildlife Habitat Council and National Wildlife Federation certified projects. Climate change and increasing demands for shared water resources require Exelon to conserve and protect water quality through proactive stormwater management, mitigation of potential environmental impacts, and restoration or enhancement of natural habitats and biodiversity to contribute to healthy watersheds. (DEI) Exelon’s diversity strategies, spending with diverse suppliers, and related matters. Compliance a www.exeloncorp.com. For over 20 years, Exelon has been a strong advocate for sound energy and environmental policies which address customer expectations, help create value for our investors, and contribute to meeting national and state energy and environmental goals. Exelon supports policies that: industries more broadly. Capital Markets Energy Industry, Engineering and Infrastructure Development Sustainability Innovation Director Independence Matters Corporate Governance Matters Cybersecurity and other risk items that are overseen by the full Board are generally those that are deemed most critical to our operations or strategy. Reports provided by senior leadership, as well as third-party experts, support oversight of the key risks delegated to each This structure gives primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while the Board Chair facilitates our Board’s independent oversight of management, serves as principal liaison between the Board and senior management, and leads our Board’s consideration of key governance matters. professional and life experience. The Each Committee is governed by a Board-approved charter stating its responsibilities, which is reviewed annually and updated as appropriate. The charters are available on the Exelon website at 30, Assessment and Feedback backgrounds Company culture Feedback March 2024. Directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each Director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds, including one fund composed entirely of Exelon common stock. Fund balances (including amounts invested in the Exelon common stock fund) are settled in cash and may be distributed in a lump sum or in annual installment payments upon a Director reaching age 65, age 72, or upon departure from the Board. These funds are identical to those that are available to Company employees who participate in the Exelon Employee Savings Plan. special committee. Based on the results of its assessment, the and do not impair, PwC’s independence. The Committee also reappointed PwC as the Company’s independent auditor for 2024. long-term strategy. (LTIP) Analysis (CD&A) ADJUSTED (NON-GAAP)OPERATING EPS* Shareholders Base Salary Annual Incentive Program (AIP) and Rigor Analysis (CD&A) Average utility ROE weighted by year-end rate base. target, with target performance set in line with external commitments. Target performance for the Exelon CFO/Debt metric is intended to align performance with the expectations of credit rating agencies. Targets are set in January/February of the first year of the performance cycle. Based on performance achieved over the three-year cycle. Performance can range from 0% to 150% of target (target of 100%). Subtract the TSR of the UTY over the three-year performance period from Exelon’s TSR for the same three-year period. Multiply the Performance Multiplier by (100% + TSR Modifier). This value is the Final Multiplier. If Exelon’s absolute TSR for the 12 month period is negative (for the 2018-2020 performance cycle), performance share payout will be capped at 100%.(1) 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. application of a positive TSR modifier. (A two-year TSR from January 1, 2022 to December 31, 2023, was used for the final determination of payout of the 2021-2023 cycle due to the Separation). Separation): 2021-2023 with a performance factor of 102.48% as determined by the TMCC. Mr. Quiniones did not receive a 2021-2023 performance share award as he was hired after July 1, 2021. Analysis (CD&A) companies that are comparable in business, size, and complexity to Exelon. We use a blended peer group because Exelon’s market for attracting talent includes general industry peers. Exelon evaluates its peer group on an annual basis and adjusts for changes with our energy and general industry peers when needed. Discretionary Clawback Policy Financial Loss or Reputational Harm: The Board or the Talent Management and Compensation Committee may also seek to recoup incentive compensation paid or payable to current or former incentive plan participants if, in its sole discretion, the Board or Following this assessment, other benefits provided in 2023. Analysis (CD&A) Analysis (CD&A) Analysis (CD&A) Internal Revenue Code. severance. The amount of the change in the pension value for each of the participating NEOs is age. Analysis (CD&A) page. law, but only if doing so results in the executive receiving a lesser reduction in after-tax payments. “Cause” with respect to severance benefits (or change in control benefits discussed below) generally means any of the following (a) refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports or of the Board of Directors of Exelon or any of its participating covenants. SMSP by Exelon or its successor. 12 months. Analysis (CD&A) These payments and benefits are also in addition to retiree healthcare benefits available to certain employees, including eligible NEOs. Analysis (CD&A) contained on our website is not part of this proxy statement. director: matter properly brought before the meeting. Only “shareholders of record” as of the close of business on the Record Date are entitled to vote at the Annual Meeting. As of the Record Date, there were 999,735,124 shares of common stock outstanding and entitled to vote. shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Exelon Corporation common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially. If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Exelon shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participant’s voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974 (ERISA). Because the plan trustee must process voting instructions from participants before the date of the Annual Meeting, you must deliver your voting instructions no later than April 25, 2024, at 11:59 pm ET. 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. DAbout ExelonDelivering Sustainable Value as the Premier Transmission and Delivery UtilityExelon (Nasdaq: EXC) is America’s Leading Energy ProviderWe area Fortune 250 company and the nation’s leading competitive power provider and a FORTUNE 100largest utility company, that works in key facets of the power business: power generation, competitive energy sales, transmission and delivery.
The Exelon Family of CompaniesGenerationEnergy Sales & Service
Exelon is one of the largest competitive U.S. power generators, with approximately 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 provides energy products and services in competitive markets to approximately 2 million residential,public sector and business customers, including three-fourths of the Fortune 100.Transmission & Delivery
Exelon’sserving more than 10 million customers through 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 in Delaware, Maryland and eastern Pennsylvania.2020 Operating HighlightsExelon delivered on its commitments to shareholders, employees, customers, and communities and is pleased to provide this summary of its more notable actions and achievements of 2020.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 CO2Met or Exceeded Financial Commitments•Delivered GAAP earnings of $2.01 per share and adjusted (non-GAAP) operating earnings* of $3.22 per share, exceeding the midpoint of our original guidance of $3.00 - $3.30 per share•Saved $400 million in costs - $150 million more than announced on Q1 earnings which helped mitigate impacts from COVID-19, weather, and storms•Invested approximately $6.6 billion to replace aging infrastructure and improve reliability for the benefit of customersContinued Commitment to ESG & Corporate Responsibility•Exelon continues to be a leader in environmental sustainability, advocacy for clean energy, diversity, equity and inclusion, and corporate governance. Read more about what we’re doing in “ESG Highlights” on pages 8-13.4Exelon 2021 Proxy Statement ABOUT EXELON “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 FocusOn February 24, 2021, Exelon announced that the Board approved a plan to separate Exelon Utilities (RemainCo), comprising the company’s six regulated electric and gas utilities, and Exelon Generation (SpinCo), its competitive power generation and customer-facing energy businesses into two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy.It establishes RemainCo as the parent company for Exelon’s fully regulated transmission and distribution (T&D) utilities positioning it— Atlantic City Electric (ACE), Baltimore Gas and Electric (BGE), Commonwealth Edison (ComEd), Delmarva Power & Light (DPL), PECO Energy Company (PECO), and Potomac Electric Power Company (Pepco). Exelon’s T&D utilities are positioned to deliver smart, clean, reliable, affordable, and resilient energy to itsour customers while continuing to foster economic opportunity and equity in the diverse communities it serves. It also launches SpinCo, a competitive generationwe serve. At Exelon, we are committed to innovation, best-in-class performance and customer-facing company with the agilitythought leadership to adapt to a rapidly changing energy landscape as the nation’s largest providerhelp drive progress for our customers and communities.The Exelon Family of clean energyCompanies
Electricity in southern NJ Electricity & natural gas in MD 
Electricity in northern IL Electricity & natural gas in DE and electricity in MD 
Electricity & natural gas in eastern PA Electricity in D.C. and MD 6T&D-only utilitiesOperate across seven regulatory jurisdictions4metro areas servedChicago, Philadelphia, Baltimore, and D.C.$21.8billionoperating revenue in 2023$34.5billionProjected capital investment over 2024 through 202719,962Employees across our operating companies110.7millionElectric and gas customers served by our 6 utilities22023 Financial and leading integrated platform for sustainable energy solutions.Under the separation plan, Exelon Corporation shareholders will retain their current sharesOperational Accomplishments:•Delivered GAAP earnings of Exelon stock$2.34 per share and receive a pro-rataadjusted (non-GAAP) operating earnings* of $2.38 per share, achieving results in top half of guidance range•Distributed common dividend of shares$1.44 per share, an increase of the new company’s stock in a transaction that is expected to be tax-free to Exelonapproximately 7% vs. prior year•Best-on-record operational performance at multiple utilities and its shareholdersComEd received PA Consulting’s ReliabilityOne award for U.S. federal income tax purposes. The actual number of shares to be distributed to Exelon shareholders will be determined prior to closing. Exelon is targeting to complete the separationMost Reliable Utility in the first quarterUnited States•Implemented increased distribution rates at ComEd, BGE, and ACE•3 utilities selected to receive $180M in federal grants under the Infrastructure Investment and Jobs Act to improve reliability• Invested more than $18 million to support 90+ workforce development programs1.As of 2022.More details about12/31/23.2.Customer count reflects the separation are available on our website at: https://www.exeloncorp.com/separationfacts.sum of Exelon’s total gas and electric customer base as of 12/31/23; Exelon consolidated customer count may not sum due to rounding.2021 Business & Strategic Priorities
4 Maintain industry-leading operational excellenceExelon 2024 Proxy StatementAbout ExelonOur Director Nominees
Calvin G. Butler, Jr., 54PRESIDENT & CEO, EXELONTenure: 1.2 yearsCommittees: None
W. Paul Bowers, 67INDEPENDENTFormer Chairman and CEO of Georgia Power CompanyTenure: 2.6 yearsCommittees: ARC (Chair), CGC, OSCC
Marjorie Rodgers Cheshire, 55INDEPENDENTPrincipal, A&R Development Corp.Tenure: 3.6 yearsCommittees: TMCC (Chair), CGC, OSCC
Linda Jojo, 58INDEPENDENTExecutive Vice President, Chief Customer Officer of United Airlines Holdings, Inc.Tenure: 8.5 yearsCommittees: ARC, OSCC
Charisse Lillie, 71INDEPENDENTCEO, CRL Consulting, LLCFormer Director, PECO Energy Co.Tenure: 0.8 yearsCommittees: TMCC, OSCC
Anna Richo, 63INDEPENDENTCorporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc.Tenure: 0.6 yearsCommittees: ARC, TMCC
Matthew Rogers, 61INDEPENDENTOperating Partner, Ajax Strategies, LLC and Sr. Partner Emeritus, McKinsey (Energy & Sustainability)Tenure: 0.8 yearsCommittees: OSCC (Chair), ARC
Bryan Segedi, 64INDEPENDENTFormer Deputy Global Vice Chair of Assurance at Ernst & YoungTenure: 0.2 yearsCommittees: ARCPrepare for separation of businesses
John Young, 67INDEPENDENT- BOARD CHAIRFormer President and CEO of Energy Future Holdings Corp.Tenure: 5.6 yearsCommittees: CGC (Chair), TMCCMeet or exceed our financial commitmentsEffectively deploy approximately $6.6 billionOur Director nominees represent a diverse mix of capital at our utilitiesEnsure timely recovery on investmentsskills, experiences, and perspectives, which we believe enables them to enable customer benefitsSupport enactmentprovide valuable strategic advice to Exelon’s management and to effectively oversee the business and long-term interests of cleanshareholders. In the past year alone, the Board has added four new directors, bringing fresh insights and perspectives, additional industry experience and further demographic diversity to the Board. Our Director nominees feature particularly deep utility and energy policiesContinued demonstrationindustry expertise, evidenced by Messrs. Butler’s, Young’s, and Bowers’s combined 80+ years of corporate responsibilityCreating Two Premier Businesses
•100% regulated transmission and distribution utility•High-growth utility targeting 6-8% regulated earnings growth•Leading operational track record and customer focus•Diversified rate base with ~100% of growth covered by alternative rate mechanisms•Strong commitment to ESG principles
•Produces the most zero-carbon generationleadership experience in the US•No coal generation•Largest customer-facing platformutilities industry, Mr. Rogers’s 25-year career as a consultant for electric and gas utilities and energy companies, and Ms. Lillie’s 13 years of service on the board of PECO (an Exelon utility). Together with Mses. Richo’s and Jojo’s extensive leadership experience in other regulated industries, Ms. Rodgers Cheshire’s brand management knowhow, and Mr. Segedi’s public accounting expertise, the country,Board believes these Director nominees present a balanced, capable Board with strong customer relationships in stable markets•Committedthe appropriate skills and experiences to maintaining investment grade credit ratings and strong balance sheetwww.exeloncorp.com5lead Exelon. Directors’Race/EthnicityDirectors’ Gender Directors’ Tenure Directors’ Age Independence 44%Diverse44%Female2.6 yearsAverage Tenure62.2 yearsAverage Age88%IndependentTable*Each director’s above committee assignments are as of Contents ABOUT EXELON Our Director Nominees
6Exelon 2021 Proxy StatementARC - Audit and Risk Committee; CGC - Corporate Governance Committee; TMCC - Talent Management and Compensation Committee; andOSCC - Operations, Safety and Customer Experience Committeewww.exeloncorp.com 5 TableAbout ExelonDriving Sustainable Change: Highlights of Contents ABOUT EXELON 
www.exeloncorp.com7
our Responsible Business PracticesTableThe following highlights some of Contents ABOUT EXELON 
ESG HighlightsFocus on Innovation and Preparing for the Future of Energy Delivery•Energy System Resilience: Resilient systems support energy delivery through modernized and well-maintained T&D systems and investments in new customer-facing technologies that enable adaptability and flexibility.•Investments in Infrastructure: Continued investments in the electric grid – including preparing for increasing levels of electrification and distributed energy resources – and in gas infrastructure enable reliable and more efficient transmission and distribution of energy to our customers.•Innovative Solutions: In support of our net-zero operations-driven greenhouse gas (GHG) emissions goal, as well as our communities’ clean energy goals, Exelon is working to advance new and emerging technologies that will be needed to achieve deep decarbonization ambitions, from low carbon fuels to grid flexibility.•Beneficial Electrification: Beneficial electrification combined with a decarbonized electric grid is foundational to meeting decarbonization goals, and also presents growth opportunities in transportation, industrial, residential, and commercial building sectors aligned with our strategic objectives.•Environmental Justice: Exelon considers community needs, including environmental justice, in its business decisions to enable customers, business partners and members of the community to fully and equitably participate in, and benefit from, social, environmental and economic progress.•Addressing Climate Change: Climate change exacerbates many system challenges, such as storm restoration, and presents risks to energy system resilience. However, efforts to mitigate climate change also present business opportunities such as integration of lower carbon energy sources and distributed resources. Through scenario planning, Exelon has developed and will continue to develop plans to manage risks and pursue opportunities to benefit customers.Commitment to SustainabilityOur Purpose: Powering a Cleaner and Brighter Future for our Customers and CommunitiesExelon’s commitmentSustainability continues to sustainability is centralbe fundamental to our missionbusiness strategy. Exelon is an advocate for meaningful climate policies in all of providing reliable, clean, affordableour jurisdictions, and innovativeExelon’s utilities are effectively promoting energy products. Our operational excellenceefficiency programs and environmental stewardship values drive usintegration of customer renewables into our distribution systems. Exelon is a pure-play T&D utility company that does not own power generation. This allows Exelon to conduct businessfocus on customer and community interest 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. energy delivery systems. As the nation’s largest T&D company by number of customers served, we have the size and scale to help lead the energy transformation and power the economic health and well-being of the large and diverse metropolitan areas we serve, while advocating for energy equity.Exelon’s culture of embracing and empowering innovation and new technologies enables us to help shape new solutions and deliver sustainable value while building the integrated energy system of the future. We bring together passionate employees and external experts to develop innovative solutions to address our biggest business challenges. New technologies and business approaches help drive operational excellence and improve services for our customers.For more information about our business strategy and sustainability practices, please refer to the Exelon Corporation Sustainability Report posted on our website at: www.exeloncorp.com/sustainability.Our path to a cleanersustainability.Board Oversight of Sustainability 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.Sustainability Reporting & Stakeholder Engagement•GRI & TCFD — Exelon utilizes the Global Reporting Initiative (GRI) Sustainability Reporting Framework (with the Electric Utilities Sector Supplement) and the Task Force on Climate-related Financial Disclosures (TCFD) guidelines in its sustainability reporting.•Other Surveys — In addition to our annual Corporate Sustainability Report, we publish responses to the CDP Climate and Water surveys, an Edison Electric Institute/American Gas Association ESG template, and an annual third-party verified GHG emission inventory. We also respond to key sustainability and ESG surveys such as the DJSI survey and various third-party datasets that are prepared for investors.•Ceres — Since 2008, Exelon has engaged with Ceres - a leading coalition of investors, environmental groups and public interest organizations – to help Exelon advance our sustainability performance, inform our response to issues including climate change, water use and nuclear energy, and provide feedback on our sustainability reporting.•Investor Input — Environmental and sustainability issues are regularly discussed during investor engagement meetings and at Exelon Board and Committee meetings.Board Oversight specifically tasked with overseeing sustainability and climate change strategies and efforts to protect and improve the environment. In addition to regular engagement with management, the Committee receivesreviews and provides input on an annual report from the VP of Corporate Environmental Strategy and the Chief Sustainability Officermanagement on issues including but not limited to climate change scenario planning,such as our GHG emission reduction goals, strategies for a decarbonized economy, and investor interest in sustainability practices and reporting.Sustainability While the Corporate Governance Committee has primary oversight, the interdisciplinary nature of these issues leads to discussions about the Company’s efforts in managing these topics by the other Committees as well. Because sustainability is a core part of our business strategy, so environmental, climate-related, and other sustainability topics are inherently part of the full Board’s discussions on many topics, including long-term planning, financial risks, policy issues, and other transformational changes occurring in the energy industry.8Exelon 2021 Proxy Statement6 Exelon 2024 Proxy Statement ABOUT EXELON The healthAbout ExelonPath to CleanIn 2021, we announced our goal to reduce our operations-driven emissions 50% by 2030 and safetyultimately to net-zero by 2050 as part of our employees, contractors, customers andcontinuing efforts to address the public is our top priority and we continue to monitor changing conditions regarding the Coronavirus (COVID-19) pandemic in coordination with local, state and national officials, with guidance from the Centers for Disease Control and Prevention (CDC). In response, the Board has closely monitored the public health issues and the response of each of Exelon’s operating units. The Board has had the assistance of outside public health and epidemiological expertise as well as internal resources.During this unprecedented time, we continue to focusclimate crisis.Our goal focuses first on supporting the safety and wellbeing of our employees, customers and communities.Supporting OurEmployeesExelon’s leadership, safety and occupational health professionals have worked tirelessly throughout the pandemic, informed by guidance from the CDC, to ensure that employees who continue to report to company facilities and job sites have the additional equipment and appropriate safety protocols they need to safely continue to provide an essential service to our customers.•Working to ensure that employees who continue to report to company facilities and job sites have the equipment and personal protective equipment (PPE) needed to safely do their jobs•Extended or created a number of employee benefits to help employees cope with the impact from the pandemic, including full pay continuation for employees who contract or are exposed to COVID-19 and the coverage of all in-network medical expenses associated with COVID-19 testing and treatment•Enhanced child & elder care benefits to support employees with children and other caregivers•No furloughs, lay-offs, or pay cuts across the organization in connection with COVID-19•Implemented temperature sensing, employee contact tracing, and hands-free door operational technology•Applied additional precautionary measures at call and control centers, instituted enhanced cleaning procedures and practicing social distancingSupporting OurCustomers &CommunitiesAll Exelon operating companies are working to ensure everyone continues to have access to reliable energy services during these difficult times.•Exelon, the Exelon Foundation and our family of companies have worked with local and national relief organizations, committing nearly $8 million specifically for pandemic response•All six of our utilities suspended service disconnections and late payment charges, and reconnected service for those who were disconnected prior to the pandemic•Offering assistance programs and flexible payment arrangements to customers experiencing temporary or extended financial hardship•Offering special/deferred payment arrangements to residential and low-income customers with down payments ranging from 0-25% and payment duration from 12-24 months post moratoriumsSupportingOur OperationsDuring the COVID-19 pandemic, providing safe, clean and reliable energy to our hospitals and other care facilities, response centers, grocery stores and homes has never been more important. We understand our foundational role in responding to this crisis for as long as it takes our communities to recover, and we are dedicated to our mission of providing safe, clean, reliable energy services.•Effectively deployed robust plans and contingencies to sustain operational excellence and business continuity when confronted by major disruptive events, including public health crises•Ensured a smooth and rapid transition to remote work for 14,500 employees beginning in mid-March•Working closely with local and state emergency preparedness and health officials to coordinate our actions with the needs of the government•Developing responsible re-entry plan for phased re-entry into the workplace including enhanced flexible working arrangements•$400 million in cost savings helped to mitigate COVID-19 impacts on earningswww.exeloncorp.com9 ABOUT EXELON Talent ManagementWe believe our employees are Exelon’s greatest asset. Our practices, policies and business strategy are designed to attract and retain a diverse, talented, and engaged workforce pool of talent.Engaged WorkforceAn extensive Employee Engagement Survey is undertaken every other year to help identify our successes and areas wherehow we can grow. In 2019, 85% of all employees responded lead by example by continuing to the survey. Results were shared with senior managementreduce GHG emissions from our own operations, and the Exelon Board and all members of management are strongly encouraged to engage with employees where there are opportunities for improvement.•As of the last survey, 81% of employees indicated they are proud to work at Exelon and 85% of employees are proud of the Company’s involvement in the community.•Exelon’s turnover rate for 2020 was approximately 6.5%, of which approximately 3.5% were planned retirements, consistent with prior years.Career DevelopmentExelon is committed to helping current employees grow their skills and careers to develop a diverse talent pipeline for future jobs through training and mentoring programs. We understand that continued education leads to a more engaged, skilled, and productive workforce and we support our employees in their educational endeavors in order to attract and retain people who are committed to personal and professional development. Exelon offers tuition reimbursement up to $15,000 for approved higher education, certification, or licensing courses.Despite the challenges of a remote environment due to COVID-19, Exelon hosted its 9th Innovation Expo in 2020. The Expo empowers employee innovation by showcasing exciting technologies, featuring employee displays and pilot projects underway across Exelon’s operating companies. The theme for the 2020 Expo, “Powering a Resilient Future,” reinforcedalso reinforces our commitment to providesupport our customers and communities in achieving their decarbonization ambitions through access to clean reliable, and affordable energy solutions. This goal builds on our longstanding commitment to tackle climate change and power a healthy, sustainable future for our customers and communities. The Expo was held virtuallyExelon has line of sight to achieving approximately 80% of the targeted reductions leveraging existing tools and showcased over 125 employee ideas. This fully interactive online event was attended by over 6,700 employees who witnessed several leaders highlighting Exelon’s commitmentresources and is proactively working to innovation. The event also featured a keynote chat between Exelon CEO Chris Crane & Microsoft CEO Satya Nadella.Next Generation of TalentExelonhelp ensure the industry is also committeddeveloping solutions to exposing young people within our communities to career opportunities inaddress the energy industry. Through internships, university and veteran recruiting, STEM academies, and partnerships with organizations such as the Society of Women Engineers and the National Society of Black Engineers, we are committed to providing professional development and opportunities for the next generation of our workforce. Major focus areas include:•Creating the right STEM and vocational education and awareness among young people in our service areas;Operations-Driven Goals(Scope 1 & 2 Emissions)•Reducing or removing educational barriers and obstacles faced by young people and underrepresented and underserved membersTo make progress toward our 2050 goal of net-zero emissions from operations, we are taking actions in the community; andfollowing areas:•
Deepening current and executing new approaches and partnerships with employers, nonprofits, and community groups to expand training and job opportunities for work-ready adults and youth.Well-Being & BenefitsAt Exelon, people are encouraged to thrive outside the workplace as well. In addition to a full suite of wellness benefits targeted at supporting work-life balance and physical, mental and financial health, Exelon adopted industry-leading paid leave policies in 2017 that provide eligible mothers up to 16 weeks of maternity/bonding leave, up to 8 weeks of bonding leave for all other new parents, and up to 2 weeks paid leave to care for a critically ill family member. In light of the COVID-19 pandemic, Exelon extended the following additional benefits to employees:•
100% coverage of all in-network medical expenses associated with COVID-19 testing & treatment
•Electrifying 30% of our light and heavy-duty vehicle fleet by 2025 and 50% by 2030Paid time offFocusing technology and infrastructure investments on increasing energy efficiency and utilizing clean electricity for buildings we ownInvesting in equipment and processes to receive the COVID-19 vaccine•reduceSF6 leakage from our systemsExtended back-up child & elder care benefitsCommunityExelon is also committed to helping improve the quality of life for people in the communities where we live, work and serve. We provide opportunities for company-sponsored volunteerism and matching financial support. Even in pandemic conditions, the Exelon Foundation, Exelon’s family of companies, and our employees donated $58.4M to non-profit organizations, nearly $8M of which specifically supported pandemic response, and provided over 133,200 hours of volunteering in 2020.Our WorkforceTotal Employees:32,340Diverse Hiring in 2020:58%of new hires in 2020 were women and/or people of colorEmployee Diversity(1)Women24.7%People of Color28.8%Veterans10.5%Disability1.5%Aged < 3010.1%Aged 30–5052.9%Aged > 5037.0%Management Diversity(1)(2)Women23.1%People of Color22.3%Aged < 301.5%Aged 30–5054.8%Aged > 5043.6%(1)All statistics are as of 12/31/20.(2)Management is defined as executiveModernizing natural gas infrastructure to increase safety and senior level officialsreliability and managers as well as employees who have direct reports and supervisory responsibilities10Exelon 2021 Proxy Statementto minimize methane leaks Supporting Clean Energy Goals in Our Communities(Customer-driven Scope 2 and Scope 3 Emissions)Beyond our own operations, we will continue to advocate for sound climate policies and technology solutions that reduce emissions while maintaining affordability, help our communities thrive and ensure that the economic and environmental benefits of clean energy are shared equitably. Our actions will focus on empowering our customers and supporting our communities with: •Transportation electrification, efficiency, and conservation programs•Leveraging alternative fuels to reduce natural gas lifecycle emissions•Partnering with communities to develop and implement clean infrastructure solutions that are accessible to all customers•Investing in and supporting small businesses that are tackling climate problems in our communities•Building connected communities that harness digital solutions to integrate clean technologieswww.exeloncorp.com 7 TableAbout ExelonWhat is Scope 1, Scope 2, and Scope 3?Scope 1, 2 and 3 is a way of categorizing GHG emissions resulting from a company’s own operations and from its wider value chain.Scope 1: Direct emissions from company-owned and controlled sources - e.g., company facilities and vehicles, fugitive emissions.Scope 2: Indirect emissions from the consumption of purchased electricity. Exelon divides these into operations-driven Scope 2, associated with our occupied building use, and customer-driven Scope 2, associated with T&D system use and losses.Scope 3: Indirect emissions that occur in the company’s value chain - i.e., emissions associated with the production, generation, and end-use of the energy our customers consume.Exelon groups customer-driven Scope 2 T&D use with Scope 3 customer emissions for the purposes of GHG emissions management efforts.Environmental StewardshipExelon’s utility service areas cover 25,600 square miles of Contents ABOUT EXELON Voluntary Sustainability Reporting and Stakeholder EngagementIn addition to our annual Exelon Sustainability Report, we publish a number of other voluntary reports and respond to voluntary surveys each year. Environmental and sustainability issues are regularly discussed during investor engagement meetings, at Exelon Board and Committee meetings, and at the utility board meetings. Throughout the year, we actively seek feedback from our shareholders and other stakeholders about the types of reporting that are most useful so that we can continue to evolve and improve our reports. Since 2008, Exelon has engaged with Ceres – a leading coalition of investors, environmental groups, and public interest organizations – to help inform our response to issues including climate change, water use, and environmental justice, and provide feedback on our sustainability reporting.In its voluntary sustainability reporting, Exelon uses or maps to the following: the Global Reporting Initiative (GRI) Standards and the Electric Utilities Sector Supplement; the Task Force on Climate-related Financial Disclosures (TCFD) core elements; and the Sustainability Accounting Standards Board (SASB) Electric Utilities & Power Generators Standard.Please see Exelon’s ESG resources page for additional information: https://investors.exeloncorp.com/esg.8 Exelon 2024 Proxy StatementAbout ExelonFostering an Inclusive, Innovative and Rewarding WorkplaceDiversity, Equity, &and Inclusion (DE&I)Exelon’s CultureAt Exelon, we know that engaging and supporting a diverse workforce at all levels of the organization is key to fostering innovation, growing an inclusive and cooperative culture, and delivering strong performance. We have long been committed to cultivating diversity, equity and inclusion across our Company and building a strong culture of mutual respect. As a diverse company, we are better able to serve the diverse communities where we live and work.Recent highlights include:2020Our DEI strategy is centered around three primary values: • Established Racial Equity Task Force (detailed below)Examples of how our culture reflects our values: 2019• Established the Executive Women’s Forum• Created our tenth Employee Resource Group focused on multi-cultural inclusion• Joined amicus brief filed with SCOTUS in support of equal protections for LGBTQ employees, family members and customers2017• Established the Exelon African American Leadership Council• Became the first energy company to join the Billion Dollar Roundtable for spending with diverse suppliers2016• Inaugural Women’s Leadership Summit2015• Exelon has conducted annual pay equity reviews as part of the White House Equal Pay Pledge since 20162013• Joined amicus brief filed with SCOTUS in opposition to the federal Defense of Marriage ActHowever, despite recognition for our existing practices, the challenges brought on by the pandemic and the racial and social injustices of 2020 led us to take a deeper look at opportunities to improve and expand our commitment to diversity. Our DE&I strategy is centered around three primary values:1Integrating diversity, equity and inclusion as a business imperative, core value and moral obligation.2Attracting, retaining, and advancing employees who will best serve and represent our customers, partners, and communities.3Providing a workplace that ensures mutual respect and where each individual has the opportunity to grow and contribute at their greatest potential. In 2020, Exelon not only spoke up in support of our diverse colleagues, customers, and community members, we committed to action to ensure equity for all people of color within Exelon and in the communities we serve. To accomplish that goal, the company established a companywide Racial Equity Task Force that has been working to assess our current practices and drive progress toward equity and inclusion in five key areas:
Some key accomplishments and commitments of the Task Force so far include:•Beginning in 2021, all management employees will have a specific DE&I performance goal•Committed to partnering with energy assistance agencies to identify and implement initiatives to remove barriers for underserved communities to access federal, state, and local energy assistance funding resources•Developing new partnerships with Historically Black Colleges and Universities for Black students in financial need•Support for STEM Labs ofPay Equity: To support the Future to modernize learning spaces in schools in under-served neighborhoods in our key markets•Undertaking a review of our PAC (political action committees) contributions to ensure our political giving consistently aligns with our corporate valueswww.exeloncorp.com11 ABOUT EXELON •Creation of a Racial Equity Policy Working Group to evaluate opportunities forcompany’s pay equity goals, Exelon to engage on equity policy issues•Ongoing commitment to and investment in workforce development designed to enhance the employability of underserved populations in communities where Exelon operates by igniting a passion for STEM in young minds, eliminating barriers to economic empowerment, equipping work-ready adults and youth for family-supporting careers, and engineering new ideas in workforce developmentWe Are Committed to…Diversity, Equity & Inclusion•Since 2016, Exelon has used an independent third-party to run an annualconducts analysis on gender and racial pay equity equity.•Racial Equity Task Force:Exelon’s company wide Racial Equity Task Force works to drive progress in six key areas: Culture, Customers, Community, Workforce Development, Policy Reform, and completeEnvironmental Justice.•Equal by 30: Exelon is an internal review of hiring and promotional processes. The analysis consistently shows that Exelon has no systemic pay discrepancies.•As a champion of the HeForShe movement, Exelon committed to improve the retention of women. We have reached and are committed to maintaining gender parity in voluntary turnover of men and women.•Ambassadorambassador for Clean Energy Education & Empowerment International’s “Equal by 30” campaign to work toward equal pay, equal leadership, and equal opportunities for women in the clean energy sector by 2030.•Company policy provides for reasonableReligious Accommodations: Reasonable accommodation of employees’ religious practices including time and space for prayer and accommodations for religious dress/attire and dietary restrictions.•Employees Additionally, employees receive 4 floating holidays per year.Employee Engagement•Attracting, retaining, and developing employees who will best serve and represent our customers, partners, and communities. •Women in the Workforce: Exelon is focused on creating an environment that attracts and retains women by enabling them to stay in the workforce, grow with the company, and move up within the company. Initiatives include career development programs focused on women and comprehensive health and well-being benefits.•Employee Resource Groups (ERG):Exelon supports 10 employee resource groups (ERGs)ERGs that are open to all employees to share experiences and connect with colleagues. Over 12,00010,000 employees participate in at least one ERG, and there are currently 60+over 42 chapters spread across the company.•Our newest ERG, “Mosaic” was launched in November 2019 to focus on multi-cultural inclusion DEI Resources and has 3 founding chapters – Caribbean Diaspora Employee Resource Alliance, Exelon Middle Eastern Resource Group, and the Network of Exelon Immigrants and Second Generation.•Executive engagement with over 50% of executive-level employees completing the White Men & Allies external program with ongoing refresher courses•Courageous Leaders Summit experiential learning sessions for mid-level management•Webinars:Regular communication from senior leadership reinforces our values and expectations and highlights engagement opportunities and educational resources.resources to equip leaders and employees with the tools and resources needed to advance an inclusive culture that values diversity and the diverse viewpoints that help drive our business.Integrating diversity, equity, and inclusion as a business imperative and a core value. •DEI Performance Goals: Beginning in 2021, all management employees were required to have an annual performance goal incorporating activities to support a culture of diversity, equity and inclusion at the company.•Diverse Suppliers: Exelon publishes an annual report detailing our spending with diverse suppliers – nearly $3.2 billion in 2023.•Community Impact Capital Fund (CICF): In 2022, Exelon launched the CICF in partnership with the Exelon Foundation to strengthen communities and help businesses grow by providing affordable capital to businesses that have traditionally been challenged in accessing and securing funding and increasing business capacity and subsequent employment opportunities for diverse local communities.Please see Exelon’s ESG resources page for additional information: https://investors.exeloncorp.com/esg.www.exeloncorp.com 9 About ExelonBoard Oversight of DEI Culture & Commitment to TransparencyThe Exelon Board of Directors is extremely focused on building and maintaining a corporate culture that values and prioritizes diversity, equity, and inclusion. The commitmentinclusion, including with respect to diversity across the Company begins with their commitment to diversity on the Board.Board composition. As the Board is routinely in the process of refreshing itself,its composition, diversity is, and has been, a key consideration in evaluating potential candidates, as discussed further on page 29. Beyond diversity in the boardroom,19. Additionally, the Board regularly engages with management on issues related to DE&IDEI and corporate culture, including discussion around numerous recurring reports including:•Annual report on Exelon’s diversity strategies, goals and progress from the Vice President, Diversity, Equity & Inclusion•Annual updates on Exelon’s spending with diverse suppliers from the Chief Supply Officer•Annual report on the diversity of Exelon’s finance organization and the diversity of Exelon’s external audit team•Review of biannual Employee Engagement Survey results with in-depth discussion and review of our strengths and challenges•Annual report on the diversity of the legal teams staffed on Exelon matters at the Company’s outside law firmsThe Board also appreciates that transparency and accountability are criticalhelps to ensuringsupport continuous improvement. Beginning inFor the last several years, Exelon has published a DEI Report as well as a Diverse Business Empowerment Annual Report detailing our spending with diverse-certified suppliers. In 2021, Exelon will publishbegan publishing its EEO-1 Report on its website, publish an annual ESGAnnual Investor Sustainability Report (in addition to our annual CorporateExelon Sustainability Report), and expandexpanded disclosures about Board diversity.Supporting Our Customers & CommunitiesOur success is inextricably linked with the success of the communities that we serve. Exelon supports local communities through jobs, taxes paid, corporate philanthropy, community engagement, investments, and stakeholder partnerships that grow opportunities for people and regional economies. Employees who are invested in their communities help us succeed in understanding and meeting customer expectations and continuing to innovate into the next-generation energy company.Volunteering and Charitable ContributionsExelon has a long history of volunteerism to help improve the quality of life for people in the communities where we live, work, and serve. We provide opportunities for company-sponsored volunteerism and matching financial support. In 2023, the Exelon Foundation, Exelon’s family of companies, and our employees donated over $69.3 million to non-profit organizations and provided over 135,800 hours of volunteering.Additionally, the Exelon Foundation matched employee donations to eligible non-profit organizations, dollar for dollar, up to $10,000. All full-time and part-time employees of the Exelon family of companies are eligible to participate.Energy Affordability and Customer ExperienceThrough updated regulatory frameworks and investment prioritization to support the grid of the future, Exelon strives to provide our customers with the benefits of lower carbon energy solutions and smart grid technologies while maintaining energy affordability. We focus on providing reliable and resilient service, achieving high customer satisfaction and empowering customers to buy, manage and use energy efficiently and cost-effectively - including through innovative energy efficiency, hourly pricing and other programs and technology solutions to monitor and/or reduce energy use, reduce environmental impacts, and save money.10 Exelon 2024 Proxy StatementAbout ExelonInvesting in and Caring for Our WorkforceWe believe our employees are Exelon’s greatest asset. Exelon must continue to seek skilled applicants and develop and retain employees in craft, business, and STEM areas. Our practices, policies and business strategy are designed to attract and retain a diverse, talented, and engaged workforce with cutting-edge skills, which enables us to best serve our customers as the energy company of the future.Engaged WorkforceAn Employee Engagement Survey is typically conducted every other year to help identify organizational strengths and areas of opportunity. Results are shared with senior management and the Board. All members of management are strongly encouraged to engage with employees where there are opportunities for improvement. As of the most recent employee engagement survey to which 82% of our employees responded, our “Employee Engagement” and “Communication” scores saw favorable increases, “DEI” scores measured above external benchmarks, and “Employee Engagement” and “DEI” remain some of our most favorably rated indices.Career DevelopmentExelon is committed to helping current employees grow their skills and careers to develop a diverse talent pipeline for future jobs through training opportunities, mentoring programs, continuous feedback and development discussions, and evaluations. All employees have annual goal setting and development conversations with their managers. We understand that continued education leads to a more engaged, skilled, and productive workforce, and Board diversity generally.12we support our employees in their educational endeavors. Exelon 2021 Proxy StatementQualifications and Degree RequirementsBeginning in 2023, we updated the minimum qualifications for exempt roles below the executive level at Exelon by recognizing years of experience in lieu of a college degree where applicable. While maintaining our focus on safety and operational excellence, the changes were implemented to recognize relevant career related experience, expand opportunities for promotion and lateral movement for all employees, and enable larger candidate pools for hiring managers. These adjustments provide more opportunities for movement and career growth throughout the company for current employees and help us to continue to attract the best and brightest external talent.Workforce DevelopmentCreating a reliable workforce pipeline is crucial to ensuring the success of the industry and meeting the needs of society for dependable power. As we promote STEM education for future leaders, it is our responsibility to also support underrepresented populations and build a diverse workforce. Exelon is committed to exposing young people within our communities to career opportunities in the energy industry. Through internships, university and veteran recruiting, STEM academies, and partnerships with non-profit and professional organizations, we are committed to providing opportunities and professional development for the next generation of our workforce.We recognize that systemic racism and bias have disproportionately impacted some communities. Exelon’s workforce development strategy is also focused on addressing economic inequities in the communities we serve. In 2023, Exelon invested over $18 million to support more than 90 different workforce development programs across Exelon and our six utilities. These programs seek to bring economic equity, empowerment, and employment opportunity to underserved and under-resourced communities.Our workforce development strategy is centered on four areas:•STEM Education and Vocational Awareness: Spark students’ interest in and knowledge of STEM and careers in the energy industry.•Easing Hurdles to Employment: Reduce or remove employment barriers faced by youth and work-ready adults in underserved and under-resourced communities.•Creating Opportunities: Partnerships with employers, nonprofits, and community groups to expand training and job opportunities for youth and work-ready adults.•Thought Leadership: Drive positive community impact, develop and leverage best practices, and broadly share our successesAdditionally, as part of Exelon’s ongoing efforts to promote workforce development and empower young women, the Exelon Foundation, in partnership with The National Energy Education Development Project, created free year-round STEM programming to engage high school girls from under-resourced communities in our key markets: the metro areas of Chicago, Philadelphia, Baltimore, and D.C.www.exeloncorp.com 11 About ExelonBenefits, Health, and Well-BeingAt Exelon, we are committed to helping our employees thrive outside the workplace. In addition to our competitive retirement, insurance, and paid time off benefits, Exelon offers a broad suite of benefits to help eligible employees and their families focus on their physical, emotional and financial well-being. Eligibility for benefits listed below may vary based on employee represented status and the terms of their collective bargaining agreement, medical plan option, and length of service.Highlights include:•Up to 16 weeks maternity/bonding care for birthing parent and up to 8 weeks for non-birthing and adoptive parents•Up to 2 weeks paid leave to care for a critically ill family member•Adoption assistance•Tuition reimbursement•24-hour access to Employee Assistance Program, including digital therapy tools and seven free counseling sessions•Medical travel reimbursement benefit under Exelon’s medical plans for eligible travel expenses for certain covered procedure/services that are not available within 100 miles of the employee’s home (up to $10,000 lifetime maximum)•Medical second opinion services•Virtual physical therapy•Fertility and family planning resources•Lactation and breast milk shipping support•Telehealth•Fitness reimbursement and discounted fitness center partnerships•Hybrid workplace options•Back-up childcare, tutoring, and eldercare services•Bereavement leave, including for pregnancy lossExelon’s Workforce by the Numbers1TOTAL EMPLOYEES19,962In 2023, Exelon’s turnover rate was approximately 7.4% of which approximately half were planned retirementsEXELON’S EXECUTIVE COMMITTEE63.6%are women and/or people of colorWomenOverall 28.2%Management33.3%People of ColorOverall 40.9%Management37.5%Veterans5.6%Disabled3.3%1.All statistics are as of 12/31/23. Information about gender, race or ethnicity, veteran-status, and disability is self-identified by employees. For more information, please see the Company’s EEO-1 Reports posted on exeloncorp.com. “Management” defined as executive and senior level officials and managers and employees who have direct reports and/or supervisory responsibilities.12 Exelon 2024 Proxy StatementTableAbout ExelonCompliance and EthicsExelon’s Culture of Contents ABOUT EXELON Exelon is committed to maintaining a robust and comprehensive compliance and ethics program and recognizes that an effective program must constantly evolve in the face of changing risks. Exelon’s Compliance and Ethics office provides governance and oversight of Exelon’s compliance with its regulatory obligations and is the primary resource for ethics advice and interpretation of the Code of Business Conduct (the Code) and Supplier Code of Conduct (the Supplier Code). Our Compliance and Ethics office conducts an annual risk assessment to identify compliance risks across the organization and assess controls for those risks. It works with business teams to ensure the appropriate design, implementation and testing of controls concerning compliance obligations.Code of Business Conduct & Supplier Code of ConductExelon maintains a detailed Code of Business Conduct, applicable to all employees, officers, and directors across the enterprise. The Code sets out Exelon’s core values — which include acting with integrity — and addresses a wide range of topics, among them conflicts of interest, workplace conduct, safety, protecting confidential information and other company assets, bribery, and corruption. The Code highlights the importance of speaking up and strictly prohibits any form of retaliation for raising questions or concerns about potential violations of the Code or compliance with applicable laws and regulations. All employees must participate in annual Code training. Additionally, non-represented employees are required to complete an annual certification disclosing potential conflicts of interest and affirming their understanding of the Code. Completion of the training and certifications is tracked. New employees are required to complete Code training within 30 days of joining Exelon. The Code was most recently reviewed and updated in February 2024.Conformance with Exelon’s ethics and compliance policies and programs under the Code is incorporated into the performance management assessment of all management employees to reinforce the company’s culture of compliance and may impact annual incentive payouts. This performance management assessment reinforces Exelon’s commitment to ethical behavior, compliance with its Code, and the obligation of employees to speak up about potential noncompliance with those standards. In 2022, Exelon implemented the Supplier Code, which focuses on the responsibilities of all suppliers, contractors, and agents. Prior to implementation of the Supplier Code, these entities were subject to Exelon’s Code of Business Conduct. The Supplier Code outlines Exelon’s expectations and standards for ethical conduct with which all Suppliers, their subcontractors, and their respective workforces must comply when working on behalf of Exelon. It addresses a wide range of obligations for suppliers relating to, among other things, compliance with all applicable laws and regulations, standards of integrity and ethical conduct, public and workplace safety, human rights and labor standards, diversity, the environment, conflicts of interest, bribery and corruption, fair competition, accurate recordkeeping, and retaliation.Ethics Training and HelplineExelon regularly trains employees on ethics expectations and provides resources to help employees meet those expectations. In addition to annual Code of Business Conduct training, the Compliance and Ethics office delivers mandatory training addressing Security Awareness (including cybersecurity and phishing), Harassment Prevention, and other important topics.Exelon maintains a 24-hour ethics helpline that allows employees, suppliers, and the public to report ethics concerns, potential legal or regulatory violations, and pose questions. The helpline has both a phone and web portal option and reporters have the option to remain anonymous. The Compliance and Ethics office oversees the intake, investigation, and resolution of reports of potential compliance violations and violations of the Code and Supplier Code.Oversight of Interactions with Public OfficialsIn 2020, Exelon implemented four company-wide ethics policies that substantially increased oversight of our interactions with public officials, implemented a series of new controls, and enhanced guidance and training. Among other things, the policies require tracking and review of requests, referrals, and recommendations from public officials; strengthen due diligence and supervision of lobbyists and political consultants; and require regular reporting to the Audit and Risk Committee of Exelon’s Board of Directors and the boards of each of Exelon’s utilities regarding interactions with public officials. These policies were developed with the support of outside counsel and following a review of policies of other companies. These policies are regularly reviewed and were last updated in June 2022.These policies are overseen by the Executive Vice President, Compliance, Audit and Risk who reports to Exelon’s CEO and the Chair of the Audit and Risk Committee and serves as a member of Exelon’s Executive Committee. This oversight structure ensures independence and central oversight of compliance activities, and facilitates coordination of activities and sharing of insights regarding compliance, ethics, audit, and enterprise risk matters across operating companies.www.exeloncorp.com 13 About ExelonPolitical ActivitiesExelon engages with policymakers to find solutions that provide value to customers, support our business interests, and create desirable outcomes for stakeholders. This includes encouraging industry associations to support robust, forward-looking responses to combat climate change and address social equity challenges.Transparent Reporting of Political ContributionsSince 2013, Exelon has published semi-annual reports of its political contributions on its website. Exelon is in the top 6% of all S&P companies in the CPA-Zicklin index for Corporate Political Disclosure and Accountability, earning the designation as an “Index Trendsetter.” These reports include contributions to political parties, political committees, candidates for political office, and 501(c)(4) entities and other entities. The reports also include dues paid to trade organizations and similar non-profit entities and identifies the portion of those dues that were used for expenditures or contributions that are non-deductible.All political Political contribution reports as well as Exelon’s Corporate Political Contribution Guidelines are available at www.exeloncorp. com/leadership-and-governance/governance-overview.In 2022 and 2023, Exelon enhanced its corporate political contributions reporting by disclosing dues paid to trade associations in excess of $10,000 (we previously reported all dues over $50,000) and disclosing any 501(c)(6) trade organization where an Exelon executive (or an executive of any of our controlled affiliates) has a board seat; 501(c)(3) charitable organizations that receive company matching funds of over $5,000 to the limit of $10,000 from senior executives; and reporting payments to trade associations that include funds for grassroots lobbying.The CPA-Zicklin Index for Corporate Political Disclosure and Accountability, a report measuring electoral spending transparency and accountability among the country’s largest public corporations, ranked Exelon in the top 6% of all S&P companies for 2023, earning the designation as an “Index Trendsetter.”LobbyingExelon’s public policy positions and advocacy are developed and directed by the company’s executive leadership team in consultation with the Board of Directors on major policy initiatives and strategic policy alternatives.
Advance an affordable and clean energy future for our customers and communitiesEnable innovative technologies to serve customer needsEnsure the reliability, security, and efficiency of the nation’s critical electric gridEnsure and protect customer choice with fair and equal access to the marketplaceAs referenced above, in 2020, Exelon isimplemented a membernew policy that strengthened the due diligence and supervision of various industry groupslobbyists and political consultants. Any indication of conduct that engage generally in activities focused on the advancementcould violate Company policies concerning political activity, lobbying laws or regulations, or anti-bribery laws must be promptly escalated to Exelon’s Executive Vice President for Compliance, Audit, and Risk, Chief Legal Officer, and Chief Compliance and Ethics Officer for review. In addition to routine monitoring of the industryactivities and lobbyingservices provided by lobbyists and political consultants engaged by Exelon, each individual or firm is subject to mid-year and annual performance reviews.Trade AssociationsAs we work to advance public policy, we work with many associations and business groups, such as the Edison Electric Institute, American Gas Association, and Business Roundtable, on a wide variety of matters, including clean energy, cybersecurity, supply chain, tax policy, workforce development and other related business issues. In many cases, we are in alignment with the advocacy initiatives on various specific industry issues. Sometimes the positions of these organizations, take on issuesbut not always. In cases where our views diverge, we typically advocate for change in the association’s positions. In addition, we may not be well-alignedvoice our positions separately or in conjunction with the public policy goals identified by Exelon. As part of its public policy advocacy efforts, Exelon forms alliancesstakeholders who are more closely aligned with other companies and industry groups in strategic ways to advance common causes that more directly support Exelon’s public policy goals.us. Through these alliances and other efforts, Exelon advanceshelps advance policies that support an affordable, clean energy future that is safe, resilient, and reliable clean energy future and that benefitsbenefit our customers and shareholders.Culture of ComplianceExelon is committed to the highest standards of integrity and ethical behavior. Exelon provides a framework of core values and a companywide Code of Business Conduct (the “Code”) that defines objectives, expectations, and responsibilities for our employees, and provides guidance and support. The Audit Committee of the Board of Directors has adopted and oversees a process for the receipt, retention, investigation, and resolution of concerns of improper business conduct, including potential violation of law or the Code.Exelon regularly trains our workforce on ethics expectations and provides tools for our employees to meet those expectations. All new hires receive Code training, and the Compliance and Ethics Office delivers mandatory annual refresher training and other electronic modules addressing the Code, security awareness, cybersecurity and phishing prevention, harassment prevention, and FERC regulatory requirements. These role-based training obligations emphasize performing job responsibilities ethically and with integrity.In 2020, we took action to strengthen our compliance governance under the leadership of a new Executive Vice President of Compliance and Audit. We have substantially increased oversight of our interactions with public officials, implemented a series of new controls, and enhanced our guidance and training. In July 2020, we implemented four new mandatory policies governing interactions with public officials that spell out detailed rules and procedures for interactions with public officials and provide a basis for accountability by requiring 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. To date, in-depth training has been completed with all Directors, senior leadership and over 900 employees whose jobs involve interactions with public officials and additional training will continue to be rolled out to other employees.Complete versions of these new policies are available at www.exeloncorp.com/leadership-and-governance/governance-overview.www.exeloncorp.com1314 Exelon 2024 Proxy StatementProxy Voting Roadmap1 Election of DirectorsSEE PAGE 16
Elect 9 Director nominees named in the proxy statement. 
The Board recommends a vote “FOR” each Director nominee.2 Ratification of Independent AuditorSEE PAGE 43
PROPOSAL 1Election of DirectorsElect 12 Director nominees named in the proxy statement► SEE PAGE 15Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent auditor for 2024.PwC has served as the Company’s independent auditor since the Company’s formation in 2000. PwC has become deeply familiar with the Company’s operations and businesses, accounting policies and practices, and internal controls over financial reporting. The Audit and Risk Committee believes this experience and expertise is valuable to the Company and its shareholders.The Board recommends a vote “FOR”each Director nominee.
PROPOSAL 2Ratification of Independent AuditorRatify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent auditor for 2021PwC has served as the Company’s independent auditor since the Company’s formation in 2000. PwC has become deeply familiar with the Company’s operations and businesses, accounting policies and practices, and internal control over financial reporting. The Audit Committee believes this experience and expertise is valuable to the Company and its shareholders.► SEE PAGE 38The Board recommends a vote “FOR”“FOR” the ratification of
PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2020.PROPOSAL 3Say-on-PayApprove, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statementOur compensation program is largely performance-based and is driven by rigorous goals that are tied to achieving financial and operational results that align the interests of executives with those of the Company’s shareholders.► SEE PAGE 413 Say-on-PaySEE PAGE 47Approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement.Our compensation program is largely performance-based and is driven by rigorous goals that are tied to achieving financial and operational results that align the interests of executives with those of the Company’s shareholders.The Board recommends a vote “FOR”“FOR” the approval of the
compensation paid to the Company’s named executive officers.PROPOSAL 4Shareholder Proposal► SEE PAGE 694 Management ProposalSEE PAGE 80Approve an amendment to our Articles of Incorporation to allow shareholders owning at least 25% of our stock to call special meetings.We are asking shareholders to approve an amendment to our governing document that would allow shareholders collectively owning 25% or more of our outstanding capital stock to call special meetings, reflecting the minimum ownership threshold permitted under the law of Pennsylvania, our state of incorporation.The Board recommends a vote “AGAINST” a proposal fromSteven J. Milloy.
14 Exelon 2021 Proxy Statement5 Shareholder ProposalSEE PAGE 82 
The Board recommends a vote “AGAINST” this proposal.www.exeloncorp.com 15 Boardand CorporateGovernance Matters
PROPOSAL 1Election of DirectorsThe 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 business and the markets and communities we serve. There are 12 nominees for election at the 2021 annual meeting.The Board recommends a vote “FOR” each Director nominee. 
PROPOSAL1Election of DirectorsThe Corporate Governance Committee collaborates with the 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 business and the markets and communities we serve. There are 9 nominees for election at the 2024 annual meeting.The Board recommends a vote “FOR” each Director nominee.Director Qualifications and NominationEffective oversight of Exelon’s strategic direction requires our Board to be composed of diverse individuals who possess attributesthe appropriate skills and core competenciescharacteristics important to our Company. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds in order to effectively oversee our business. The Corporate Governance Committee identifies and recommends Director nominees for election to the Board and periodically retains a board search firm to assist with the identification of potential candidates.The Board values the diversity of thought that arises from Directors possessing different backgrounds, gender, age, race/ethnicity, and geographic experiences. The Board also deeply values the enhanced and thoughtful deliberations resulting from a balance of short-shorter-, medium-, and long-tenuredlonger-tenured Directors who provide a mix of fresh perspectives and new ideas with deep experience in the utility sector and important utility, regulated industry, and business cycle experiences.The Corporate Governance Committee and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole, taking into account the short- andshort-and long-term strategies of the Company to determine the current and future skills and experiences required of the Board. All candidates should demonstrate the following attributes to qualify for Board service:
Directors
Highest personal and professional ethics, integrity, and values;An inquiring and independent mind, practical wisdom and mature judgment;values Broad training and experience at the policy-making level in business, government, education, or technology;Directors;
operationsWillingness to remain current with industry and other developments relevant to Exelon’s strategic direction;Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership and a commitment to serve over a period of years to develop knowledge about Exelon’s principal operations;A commitment to representing the long-term interests of shareholders, customers, employees, and communities served by the Company and its subsidiaries; andInvolvement only in activities or interests that do not conflict with responsibilities to Exelon and its shareholders.shareholders16 Exelon 2024 Proxy StatementBoard and Corporate Governance MattersDirector Skills and AttributesAs part of its regular, on-going review of the skills necessary to support a balanced board with the appropriate experiences aligned with Exelon’s long-term strategies, the Corporate Governance Committee conducted(CGC) took a deep reviewfresh look in 2023 and selected the followings skills. This list of the Board’s skills matrix in December 2020. As a result, the skills matrix was updated to redefine existing skills and add two new skills critical to our long-term strategy.In addition, the Committee added a new attribute and expanded disclosure about diversity. The skillsfollowing matrix isare a valuable tool for the Board as they plan for upcoming retirements and evaluateconsider which skills and experiences need to be replaced or added. When a specific expertise is needed that isn’t present among the Directors, the Board will bring in outside advisors to fillassist with filling in any gaps.www.exeloncorp.com 15
Core SkillsBOARD AND CORPORATE GOVERNANCE MATTERS
Our skills matrix now includes the following new and updated skills and attributes:SKILLSExecutive Leadership
Corporate Governance 
Strategic Planning 
Experience maintaining or supporting board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations. Experience in developing business plans and strategic initiatives for long-term value; experience managing businesses and operations that have been impacted by transformational change. Other Primary Skills
Accounting, Finance, and Finance
Customer and Community 
Cybersecurity and Physical Security Experience in accounting, finance, and capital management, including oversight of financial statements, internal controls, and operating results; experience assessing the financial merits of strategic opportunities.
ExecutiveCEO or other executive management leadership experienceExperience in a customer-facing industry with an understanding of how to lead complex organizations.
Talent ManagementExperience in planning and building a talented workforce that meetsUnderstanding of data security systems and/or cyber threats as well as the needs essential to the Company’s operations; understanding the drivers of individual growth and development; familiarity with developing effective compensation and benefits programs.
Technology & InnovationManagement or oversightassociated risk mitigation strategies; experience with technologies key to 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.
Safety & CybersecurityExperience monitoring and overseeing safety and physical security measures necessary for safe nuclear, generation, and transmission and distribution operations; understanding of cyber threats, risk mitigation and policy.
Environment & Infrastructure
Regulatory and Policy Experience in the energy or utility industries or nuclear industries;other expertise in energy markets, and economics, technology, renewable and clean energy, electric and gas transmission and distribution; understanding of the public policy issues and risks associated with the reliability, resiliency, and safety of the electric and gas transmission and distribution systems, smart grid and generation assets.
Regulatory & PolicyExperiencesystems; engineering experience and/or 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 ManagementExperience 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 GovernanceExperience maintaining boardthe development and management accountability; a deep understandingor oversight of strong governancecapital projects involving physical systems, real estate acquisitions and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations.
Environment & Sustainability NEWExperience 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 risksrisks.Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and opportunitiestheir governing bodies; experience directly managing one or more members of management engaged in transitioning to low-carbon future.policy or regulatory affairs.
Business DevelopmentRisk Management
Talent Management 
Technology & Transformation NEWExperience identifying, assessing, addressing, and controlling financial or business risks including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts. Experience in planning and building a talented workforce that meets the needs essential to the Company’s operations; understanding the drivers of individual growth and development; familiarity with developing effective compensation and benefits programs. Management or oversight experience with technologies key to the energy markets including digital business development, strategy,systems, customer platforms, or marketing;grid operations; experience creating long-term valueimplementing efficiency improvements or other business transformations through organic growth, innovation, and strategic initiatives; experience managing businesses and operations that have been impacted by transformational change.technology or driving the adoption of new technologies.ATTRIBUTES
Exelon Community NEWCurrent 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 ServicePrior military service brings unique skills and insight to the Board and reflects the Company’s commitment to helping veterans translate their skills into the energy industry.Diversity DisclosuresIn additionBoard and Corporate Governance MattersOther Attributes•Exelon Community - Experience living or working in one of the jurisdictions served by an Exelon utility and knowledge of the local community and the regional business and political environment.•Prior Military Experience - Prior military service (including reserve duty) brings unique skills and insight to reviewingthe Board and updating ourreflects the Company’s commitment to helping veterans translate their skills into the energy industry.Skills MatrixAs part of its review in 2023, the CGC decided to refresh the presentation so we highlight for each director three core skills and three additional primary skills. While each independent Director possesses numerous other skills and competencies not identified below, we believe that this presentation better represents of the key contributions and value that each Director brings to their service on the Board skills,and to Exelon shareholders. As CEO, Mr. Butler possesses all listed skills. Bowers Butler Cheshire Jojo Lillie Richo Rogers Segedi Young Governance Attributes Independent 
Audit Committee Financial Expert Committee Chair1ARC TMCC OSCC CGC Core Skills Corporate Governance Executive Leadership Strategic Planning Other Primary Skills Accounting, Finance, and Capital Markets Customer and Community Cybersecurity and Physical Security Energy Industry; Engineering & Infrastructure Development Environment & Sustainability Regulatory and Policy Risk Management Talent Management Technology and Innovation Attributes Exelon Community Military Experience Gender Female Male Non-Binary/Other Race/Ethnicity Black / African American White Other Demographic Information Age 67 54 55 58 71 63 61 64 67 Tenure (years) 2.6 1.2 3.6 8.5 0.8 0.6 0.8 0.2 5.6 LGBTQ+ Disabled (1)If re-elected, Mr. Rogers will assume the role of Chair of the Operations, Safety and Customer Experience Committee and Mr. Young will assume the role of Chair of the Corporate Governance Committee, alsoeffective April 30, 2024.ARC - Audit and Risk Committee; CGC - Corporate Governance Committee; TMCC - Talent Management and Compensation Committee; andOSCC - Operations, Safety, and Customer Experience Committee18 Exelon 2024 Proxy StatementBoard and Corporate Governance MattersDirector DiversityThe Corporate Governance Committee is committed to enhanced disclosurecontinuously evolving and enhancing our disclosures about Board diversity.diversity in response to feedback from shareholders and other stakeholders. Beginning in 2021, Exelon surveyed the Board and asked each Director to self-identify their race/ethnicity, using one or moregender identity, disability, military experience, and LGBTQ+ identity. This information is also being presented in compliance with Nasdaq’s disclosure format. To see our Board Diversity Matrix as of April 25, 2023, please see the Company’s proxy statement filed with the SEC on March 15, 2023.*This 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,matrix presents information about each Director nominee and OtherThe resultsexcludes Anthony Anderson, who is not standing for re-election at the 2024 annual meeting.Board Diversity Matrix as of this survey are included in the matrix on the following page. No Director identifiedApril 30, 2024Total number of Directors: 9Female Male Non-Binary Did Not Disclose Gender Gender Identity 4 5 – – Demographic Information African American or Black 3 1 – – Alaskan Native or Native American – – – – Asian – – – – Hispanic or Latinx – – – – Native Hawaiian or Other Pacific Islander – – – – White 1 4 – – Two or More Races/Ethnicities – – – – Directors identifying as two or more ethnicities and ethnicitiesLGBTQ+:0Directors identifying as having a Disability: 0Directors who did 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
disclose demographic background: 0BOARD AND CORPORATE GOVERNANCE MATTERSSkills MatrixThe 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 www.exeloncorp.com 17BOARD AND CORPORATE GOVERNANCE MATTERSThe Board has determined that all non-employee Directors who served on the Board in 20202023 and all nominees for election, except for Mr. CraneButler as Exelon’s President and Chief Executive Officer,CEO, are independent according to applicable law and the listing standards of The Nasdaq Stock Market LLC (Nasdaq), as incorporated into the Independence Standards for Directors in Exelon’s Corporate Governance Principles. In accordance with the Independence Standards for Directors, the Board determined that certain categories of relationships as set forth in the Appendix D 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,Risk and Corporate Governance CommitteesTalent Management and Compensation are independent within the meaning of applicable laws, Nasdaq governance requirements, and the Independence Standards for Directors.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 as these members continued to thoughtfully 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 and with different members of management over the years.Related Person TransactionsExelon has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is overseen by the Corporate Governance CommitteeCGC 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 as defined in SEC rules. The Exelon General CounselChief Legal Officer reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. If it is determined that a proposed, existing, or completed transactions is a related person transaction, the Committee will review such transactions. Related person transactions that are in, or not inconsistent with, the best interests of Exelon or subsidiary Commonwealth Edison, as applicable, aremay be approved by the Corporate Governance CommitteeCGC 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 2020.As referenced in the 2023.www.exeloncorp.com 19 Board letter to shareholders included with this proxy statement, Nicholas DeBenedictis has reached the mandatory retirement age designated in Exelon’sand 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.Director NomineesThe Board nominates the 12nine candidates named below for re-electionelection as Directors. If elected by shareholders, each Director will serve a term ending with the 20222025 annual meeting. Each nominee has agreed to be named in this proxy statement and to serve as a Director if elected. If any Director is unable to stand for election at the annual meeting, the Board may reduce the number of Directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute Director. Exelon does not expect that any Director nominee will be unable to serve.The 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. 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 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.18 Exelon 2021 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS 
Anthony AndersonIndependent Age: 65 Director since: January 2013Mr. 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 Committees.SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY•Former Vice Chair and Midwest Area Managing Partner of Ernst & Young, a global assurance, tax, transaction and advisory services firm, until his retirement in 2012 following a 35-year career.•Director of the Federal Reserve Bank of Chicago (2008 – 2010).•Executive Committee member, United States Golf Association.OTHER CURRENT PUBLIC COMPANY SERVICE•AAR Corp. (Since 2012) | Committees: Compensation; Nominating & Governance•Calvin G. Butler, Jr.PRESIDENT AND CEOAge: 54Director Since: December 2022Other Public Company Boards: 0Committees: NoneAvery Dennison (Since 2012) | Committees: Governance & Social Responsibility; Audit & Finance•Marsh & McLennan Companies (Since 2016) | Committees: Audit; ESGPRIOR PUBLIC COMPANY SERVICE (Last 5 Years)First American Financial Corporation (2012 – 2016)Ann BerzinIndependent Age: 68 Director since: March 2012Ms. 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•Former ChairmanMr. Butler joined Exelon in 2008 and Chief Executive Officer of Financial Guaranty Insurance Company, an insurer of municipal bonds, asset-backed securities and structured finance obligations (1992 – 2001). Ms. Berzin joined FGIC in 1985 as its General Counsel following sevenhas more than 29 years of securities law practiceleadership experience in New York City.•Directorthe utilities industry and in regulatory, legislative, and public affairs. Mr. Butler’s extensive executive management experience, together with his regulatory, external affairs, operations, customer service and innovation and technology expertise, allow him to provide valuable perspectives and insights on a variety of Baltimore Gas & Electric Company (topics to the Board. He has been recognized by several organizations for his leadership and community commitment.Career Highlights•President and CEO, Exelon Subsidiary)(Since 2022) •Former Director of Constellation Energy Chief Operating Officer, Exelon (20082021 – 2012)OTHER CURRENT PUBLIC COMPANY SERVICE•Trane Technologies plc (Since 2001) | Committees: Finance (CHAIR); Audit; Executivewww.exeloncorp.com 19
2022) BOARD AND CORPORATE GOVERNANCE MATTERS 
Laurie BrlasIndependent Age: 63 Director since: October 2018Ms. Brlas has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies. Her operations and finance 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• FormerSenior Executive Vice President and Chief FinancialExecutive Officer, of Newmont Mining Corporation, a global gold mining company (2013Exelon Utilities (2019 – 2016)•Multiple senior positions, most recently as Executive Vice President and President, Global Operations, Cleveland-Cliffs, Inc. which specializes in the mining, 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 (Since 2017) | Committees: Audit & Finance (CHAIR); Capital Investment•Graphic Packaging Holding Company (Since 2019) | Committees: Compensation & Management Development; Nominating & Corporate Governance•Autoliv, Inc. (Since 2020) | Committees: Audit; Nominating & Corporate GovernancePRIOR PUBLIC COMPANY SERVICE (Last 5 Years)Perrigo Company plc (2003 – 2019; Chair 2016-2019)Marjorie Rodgers Cheshire NEW Independent Age: 52 Director since: July 2020Ms. 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 MediaOTHER 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); Audit20 Exelon 2021 Proxy Statement
2022) BOARD AND CORPORATE GOVERNANCE MATTERS 
Christopher CraneAge: 62 Director since: March 2012Mr. 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• President and Chief Executive Officer, Baltimore Gas and Electric Company (2014 – 2019)Other Professional Experience•Vice-Chair, Edison Electric Institute•Vice-Chair, Institute of International Education•Member, Civic Committee of the Commercial Club of Chicago•Director, Economic Club of Chicago•Director, Chief Executives for Corporate Purpose•Trustee, Bradley University•Trustee, Library of Congress, James Madison Council•Past Chair, Greater Baltimore CommitteeOther Public Company Boards•RLI Insurance Company (2016 – 2023)•M&T Bank Corporation(2020 – 2022)20 Exelon Corporation; previously served2024 Proxy StatementBoard and Corporate Governance MattersJohn YoungBOARD CHAIR; INDEPENDENTAge: 67Director Since: July 2018Chair Since: April 2022Other Public Company Boards: 0Committees:*•Corporate Governance*If re-elected, Mr. Young will assume the role of Chair of the Corporate Governance Committee and join the Talent Management and Compensation Committee, effective April 30, 2024.Mr. Young has far-reaching leadership and operational expertise derived from his experiences in the industry, including as President and Chief Operating Officerthe former CFO of Exelon and Exelon Generation (2008 – 2012)•Former Chairman of the Edison Electric Institute, the leading trade association representing all U.S. investor-owned electric companies•Directoras a former nuclear utility CEO. His deep industry knowledge brings valuable and Former Chairman of the Institute of Nuclear Power Operations,broad industry organization promoting safety and reliability in nuclear plant operation•Director, AEGIS Insurance Services, a mutual insurance company providing servicesinsights to the energy industryBoard. Additionally, his background in finance and investor relations brings important investor perspectives. Career Highlights•Former Chairman, Nuclear Energy Institute, the nation’s nuclear industry trade associationOTHER CURRENT PUBLIC COMPANY SERVICE•NoneYves de BalmannIndependent Age: 74 President, CEO, and Director, since: March 2012Mr. 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•Former 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•Former Vice-Chairman, Bankers Trust Corporation•Former Director of Constellation Energy (2003 – 2012)OTHER CURRENT PUBLIC COMPANY SERVICE•ESI Group (Since 2016) | Committees: Strategicwww.exeloncorp.com 21 BOARD AND CORPORATE GOVERNANCE MATTERS 
Linda JojoIndependent Age: 55 Director since: September 2015Ms. Jojo’s wealth of experience leading complex IT organizations brings valuable technology and innovation 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•Executive Vice President, Technology & Chief Digital Officer of United Airlines Holdings, Inc. (2014 – Present)•Former Executive Vice President and Chief Information Officer for Rogers Communications Inc., a wireless communications and media company, from 2011 to 2014•Former Senior Vice President and Chief Information Officer for Energy Future Holdings CorporationCorp., whichformerly held a portfolio of competitive and regulated energy companies from (2008 to 2011– 2016) (Retired)•Chief Financial Officer, Exelon Corporation(2005 – 2008)•President, Exelon Generation (2003 – 2004)•Various executive roles with Sierra Pacific Resources (now NV Energy), a Nevada public gas and electric utility company (2002 – 2003) and Southern Company, an Atlanta-based public gas and electric utility company (1983 – 2001)Other Professional Experience•Director, United Services Automobile Association (USAA)•Former Director, Edison Electric Institute•Former Director, Nuclear Energy Institute•www.exeloncorp.com21 Board and Corporate Governance MattersW. Paul BowersINDEPENDENTAge: 67Director Since: July 2021Other Public Company Boards: 1Committees:*•Audit and Risk, Chair•Corporate Governance*If re-elected, Mr. Bowers will join the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.Mr. Bowers’s extensive experience in the utilities industry as well as broad financial knowledge and business experience bring great value to his service on the Board. His background serving as both a CEO and a CFO gives him a unique perspective on long-term strategy, corporate development, decisive leadership, and risk management. Additionally, Mr. Bowers’s public and private company board experience brings valuable insights and perspectives to our Board.Career Highlights•Chair and CEO, Georgia Power Company(2011 – 2021) (Retired)•President, Georgia Power Company (2011 – 2020)•Chief Financial Officer, Southern Company (2008 – 2010)•President, Southern Company Generation and Operations (2001 – 2008)Other Professional Experience•Director, EnviroSpark, an electric vehicle infrastructure company•Director, Children’s Healthcare of Atlanta•Director, BrandSafway, a CD&R - Brookfield company•Former Member, Federal Reserve Bank of ChicagoOTHER CURRENT PUBLIC COMPANY SERVICENonePaul Joskow, Ph.D.Independent Age: 73 Director since: July 2007Dr. 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 STRATEGYAtlanta, Energy Policy Council •President EmeritusFormer Director, Nuclear Energy Institute•Former Chair, Nuclear Electric Insurance Ltd.•Former Chair, Metro Atlanta Chamber of Commerce•Former Chair, Georgia Chamber of Commerce•Former Member, Board of Regents of the Alfred P. Sloan Foundation University System of GeorgiaOther Public Company Boards•AFLAC (2017 – Present; previously served as President from 2008 to 2017)•ElizabethSince 2013); Lead Director Committees: Audit and James Killian Professor of Economics, (post-tenure) at the Massachusetts Institute of Technology (MIT)•Member, Environmental Defense Fund Economic Advisory Council•Member, Resources for the Future President’s Council•Former Director of MIT’s Center for Energy & Environmental Policy Research•Former Member of the EPA’s Acid Rain Advisory Committee•Former Member of the National Commission on Energy Policy•Former Member of the Secretary of Energy Advisory BoardOTHER CURRENT PUBLIC COMPANY SERVICENoneRisk; Corporate Development (Chair); Corporate Social Responsibility and Sustainability; Executive22 Exelon 2021 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS 
Robert LawlessIndependent Age: 74 Director since: March 2012Mr. 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 Committee.SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY•Former President, Chairman and CEO, McCormick & Company, Inc., a global food manufacturing company, having served as President from 1996 to 2006, as CEO from 1997 to 2008, and as Chairman from 1997 until 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 manufacturing high-performance alloys•Former Director of Constellation Energy (2002 – 2012)OTHER CURRENT PUBLIC COMPANY SERVICE•NoneAdmiral John Richardson, USN (Retired)Independent Age: 60 Director since: September 2019Admiral 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•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•Director, Sparkcognition Government Systems, a developer of A.I. solutions for multiple industries including energy, defense, and finance•Director, Center for New American Security, a bipartisan think tank focused on national security, including issues around energy and geopolitics•Trustee, Woods Hole Oceanographic InstitutionOTHER CURRENT PUBLIC COMPANY SERVICE•The Boeing Company (Since 2019) | Committees: Special Programs (CHAIR); Aerospace Safety; Finance•BWX Technologies, Inc. (Since 2020) | Committees: Audit & Finance; Compensationwww.exeloncorp.com 2322 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS 
Mayo Shattuck IIIChair of the Board | Independent Age: 66 Director since: March 2012Mr. Shattuck’s extensive executive leadership experience in business and the energy industry uniquely enable him to provide strategic insights and advice and oversee the execution of business priorities. His prior operational experience leading a nuclear utility that also had customer-facing competitive retail and wholesale trading businesses brings unparalleled value to his service and oversight. Mr. Shattuck’s financial acumen from his experience in the financial services industry also brings valuable perspectives to his leadership of the Board.SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGYMarjorie Rodgers CheshireINDEPENDENTAge: 55Director Since: July 2020Other Public Company Boards: 1Committees:*•Talent Management and Compensation,Chair•Audit and Risk*If re-elected, Ms. Rodgers Cheshire will join the Corporate Governance and Operations, Safety, and Customer Experience Committees, and step down from the Audit and Risk Committee, effective April 30, 2024.Former Chairman,Ms. Rodgers Cheshire’s experience in organizational leadership and brand management and service on a public financial services company board, along with her deep understanding of compliance, strategy, asset management, marketing and brand development, are of significant value to the Board. Additionally, her involvement in the Baltimore community and her familiarity with this important market brings beneficial perspectives and insights.Career Highlights•Principal, A&R Development Corp., a diversified real estate investment company (Since 2004); previously President and Chief Operating Officer (2004 – 2021)•Senior Director of Brand & Consumer Marketing, National Football League (2001 – 2004)•Vice President of Business Development, Oxygen Media (2000 – 2001)Other Professional Experience•Chair, Baltimore Equitable Insurance•Trustee, Johns Hopkins Medicine•Trustee, Thread, Inc.Other Public Company Boards•PNC Financial Services Group (Since 2014) Committees: Corporate Responsibility (Chair); Compliance Subcommittee (Chair); Nominating & Governance; Risk•Empowerment & Inclusion Capital I Corp. (2021 – 2022) Committees: Nominating & Governance (Chair); Auditwww.exeloncorp.com 23 Board and Corporate Governance MattersLinda JojoINDEPENDENTAge: 58Director Since: September 2015Other Public Company Boards: 0Committees:*•Audit and Risk• Talent Management and Compensation*If re-elected, Ms. Jojo will join the Operations, Safety, and Customer Committee and step down from the Talent Management and Compensation Committee, effective April 30, 2024.Ms. Jojo’s wealth of experience leading complex IT organizations brings valuable technology, cybersecurity, and innovation expertise to the Board. Her background in computer science and industrial engineering lends expertise to the Board’s risk oversight and cybersecurity programs and initiatives. Her current role as Chief Customer Officer at United Airlines also brings valuable experience in oversight of contact centers, customer solutions and innovation. Additionally, her experience working with organizations preparing young people for STEM careers brings insight to the Board’s oversight of Exelon’s youth outreach and workforce development programs.Career Highlights•Executive Vice President, Chief Customer Officer of Constellation Energy United Airlines Holdings, Inc. (2001Since 2022); previously Executive Vice President, Technology & Chief Digital Officer (2017 – 2012)•Former2022) and Executive Vice President Alex. Brown & SonsChief Information Officer (2014 – 2017) •Former Chairman, Institute of Nuclear Power Operations•Former Executive Committee Member, Edison Electric Institute•Former Chairman, Center for Strategic & International StudiesVice President and Chief Information Officer, Rogers Communications Inc., a wireless communications and media company(2011 – Commission on Nuclear Energy2014) •Chairman, Johns Hopkins HospitalOTHER CURRENT PUBLIC COMPANY SERVICE•Gap, Inc. (Since 2002) | Committees: Audit & Finance; Governance & Sustainability•Capital One Financial Corporation (Since 2003) | Committees: Compensation (CHAIR); Governance & NominatingPRIOR PUBLIC COMPANY SERVICE (Last 5 Years)•Alarm.com (2014 – 2021) – Mr. Shattuck is not standing for re-election at the 2021 Annual Meeting.John YoungIndependent Age: 64 Director since: July 2018Mr. Young has far-reaching leadership and operational expertise derived from his experiences in the industry, including as a former nuclear utility CEO. His deep industry knowledge brings valuable and broad industry insights to the Board. Additionally, his background in finance and investor relations brings important investor perspectives.SKILLS & EXPERIENCE ALIGNED WITH OUR STRATEGY•FormerSenior Vice President and Chief ExecutiveInformation Officer, and Director of Energy Future Holdings Corp., whichCorporation, formerly held a portfolio of competitive and regulated energy companies (2008 – 2016)2011)Other Professional Experience•Director, Federal Reserve Bank of Chicago•Trustee, Rensselaer Polytechnic Institute•Director, Hero Digital Holdings LLC•Former Chair, Board of Trustees, Adler Planetarium•24Former Chief Financial OfficerExelon 2024 Proxy StatementBoard and Corporate Governance MattersCharisse LillieINDEPENDENTAge: 71Director Since: April 2023Other Public Company Boards: 0Committees:*•Talent Management and Compensation*If re-elected, Ms. Lillie will join the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.Ms. Lillie brings a wealth of Exelonvaluable experience to the Board through her years of experience on the PECO Board, her deep experience in community relations, and her leadership of the consulting firm she founded, which focuses on corporate governance, diversity, equity, and inclusion and corporate social responsibility. Her past executive leadership roles with Comcast Corporation and Comcast Foundation contribute to her expertise in customer experience, community engagement, and talent management. Additionally, her background in law and government contribute to her know-how in the areas of regulatory affairs and public policy.Career Highlights•CEO, CRL Consulting LLC (2005Since 2017)•Vice President, Community Investment, Comcast Corporation (2008 – 2017); previously Vice President, Human Resources (2005 – 2008)•Executive Vice President, Comcast Foundation (2008 – 2011 and former2016 – 2017); previously President of Exelon Generation (2004(2011 – 2016)•Partner, Ballard Spahr Andrews & Ingersoll, LLP (1992 – 2005); including Chair of Litigation Department (2002 – 2005)•City Solicitor, City of Philadelphia (1990 – 1992)•General Counsel to the Redevelopment Authority of the City of Philadelphia (1988 – 1990)•Assistant U.S. Attorney for the Eastern District of Pennsylvania (Civil Division) (1985 – 1988)Other Professional Experience•Director, Penn Mutual Life Insurance Company•Director, Independent Health Group, Inc.•Director, Franklin Institute Science Museum•Distinguished Director, United Way of Greater Pennsylvania and Southern New Jersey•Former Director, PECO Energy Company•Former Director and Chair of the Board, Federal Reserve Bank of Philadelphia•www.exeloncorp.comFormer25Board and Corporate Governance Matters
2021)Anna RichoINDEPENDENTNEW Director NomineeAge: 63Director Since: August 2023Other Public Company Boards: 0Committees:*•Audit and Risk*If re-elected, Ms. Richo will join the Talent Management and Compensation Committee, effective April 30, 2024.Ms. Richo brings more than 30 years of regulated-industry experience as an attorney and legal executive, with extensive experience in compliance and business ethics, intellectual property and corporate litigation. Ms. Richo formerly served as the Corporate Senior Vice President, Sierra Pacific Resources (now NV Energy)General Counsel, Chief Compliance Officer and Corporate Secretary at Cargill, Inc., a global food production and agricultural company, where she oversaw Cargill’s corporate governance, global ethics and compliance, global security, global government relations, law, and shareholder relations functions. Ms. Richo’s previous experience at biotechnology and pharmaceutical companies brings valuable insights related to operating in regulated industries. Additionally, Ms. Richo’s public gascompany board experience and electric utility companyher board service on behalf of several charitable nonprofit organizations brings valuable insights and perspectives to our Board. Career Highlights•Former Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (Since January 2024); previously Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary (2019 - 2023)•Executive Vice President Southernand General Counsel, UCB, a publicly-traded biopharmaceutical company based in Belgium (2012 - 2019)•Senior Vice President and Chief Compliance Officer, Amgen Inc. (2008 - 2012); previously Vice President, Law (2003 - 2008)•Chief Litigation Counsel, Associate General Counsel and Vice President of Law, Baxter Healthcare, a publicly-traded medical equipment manufacturer (1991 - 2003)Other Professional Experience•Director, Cargill Foundation•Trustee, DePaul University•Director, Children’s MinnesotaOther Public Company, a public gas and electric utility company Boards •Former Director, Nuclear Energy Institute, the nation’s nuclear industry trade association•Former Director, Edison Electric Institute, the leading association representing all U.S. investor-owned electric companiesOTHER CURRENT PUBLIC COMPANY SERVICE•NonePRIOR PUBLIC COMPANY SERVICE (Last 5 Years)•CSRA,Adamas Pharmaceuticals, Inc. (2016(2020 – 2018)•Cytyc Corporation (1998 – 2003)24 Exelon 2021 Proxy Statement26 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS Exelon’s business, propertyBoard and affairs are managed under the direction of the Board of Directors. The Board considers the interests of all of its constituencies, which includes shareholders, customers, employees, suppliers, and the communities we serve. The Board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.Key Governance HighlightsExelon’s Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders. Below is a summary of our corporate governance practices and more detail is presented in our Corporate Governance Principles, which are available on the Exelon website at www.exeloncorp.com MattersMatthew RogersINDEPENDENTAge: 61Director Since: April 2023Other Public Company Boards: 0Committees:*•Audit and Risk*If re-elected, Mr. Rogers will assume the role of Chair of the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.Mr. Rogers is an energy and environmental sustainability thought leader, who has focused on the role technologies play in restructuring energy markets. He has extensive global consulting experience as a former Senior Partner at McKinsey & Company where he led the Energy and Sustainability practices and served electric and gas utilities, major oil companies, and energy technology innovators globally. As a former Senior Advisor to the U.S. Secretary of Energy, he had operational responsibility for the Department of Energy’s $35B in Recovery Act appropriations, funding more than 5,000 projects to accelerate US clean energy innovation. Mr. Rogers has written and spoken extensively on electric power, gas, sustainability, and energy transitions.Career Highlights•Operations Partner, Ajax Strategies, a venture capital firm focused on technologies to reduce greenhouse gas emissions (Since 2022)•Chief Executive Officer, Mission Possible Partnership, an organization supporting public and private sector partnerships working toward the energy transition (2022)•Senior Partner Emeritus, McKinsey & Company (Since 2021); previously Senior Partner (2005 – 2021), including McKinsey’s Sustainability Practice Leader (2015 – 2017), and Partner(1999 – 2005)•U.S. Secretary of Energy Advisory Board(2011 – 2013)•Senior Advisor, U.S. Secretary of Energy(2009 – 2010)Other Professional Experience•Director, Natel Energy, a hydropower company•Director, Upstream Tech, which builds software to manage water flows and land use•Director, Ojjo, a solar foundations installer•Member, National Petroleum Councilwww.exeloncorp.com 27 Board and Corporate Governance page located under the Investors tab.MattersBryan SegediINDEPENDENTNEW Director NomineeAge: 64Director Since: January 2024Other Public Company Boards: 1Committees: None*If re-elected, Mr. Segedi will join the Audit and Risk Committee, effective April 30, 2024. 
Mr. Segedi, a globally recognized financial executive known for his successful growth strategies and leadership at Ernst & Young LLP (EY) and certified public accountant, brings over 30 years in public accounting experience to our Board. Most recently, Mr. Segedi was the Deputy Global Vice Chair of Assurance at EY, where he oversaw the firm's $12 billion assurance service line and more than 77,000 professionals. Additionally, Mr. Segedi’s experience serving as a director for public and private companies and implementing strategic and growth initiatives for EY are valuable to our Board.Career Highlights•Deputy Global Vice Chair, Ernst & Young, LLP (2012 – 2015) (Retired)•Advisory Global Markets Leader, Ernst & Young, LLP (2010 - 2012)•Americas Vice Chair, Ernst & Young, LLP(2006 - 2010)•Vice Chair, North Central Region, Ernst & Young, LLP (2000 - 2006)
Other Professional Experience•Former Executive-in-Residence, W.P. Carey School of Business, Arizona State University•Former Trustee, Alma College•Former Director, Conway MacKenzie, Inc.Other Public Company Boards•Western Alliance Bancorporation (Since 2020)Committees: Compensation; Nominating, Corporate Governance, and Social Responsibility28 Exelon 2024 Proxy StatementBoard and Corporate Governance MattersOverview of Board’s Role Governance Snapshot Exelon’s business, property and affairs are managed under the direction of the Board Accountability & Shareholder Rights
Directorsof Directors. The Board considers the interests of all of its constituencies including shareholders, customers, employees, and the communities we serve. The Board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.Governance HighlightsExelon’s Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders. Below is a summary of our corporate governance practices, and more detail is presented in our Corporate Governance Principles, which are elected annually by a majority of votes cast in uncontested elections. The average level of vote support for Directors in 2020 was 98%.“proxy access”“proxy access” bylaws.Oversight of Risk Management •The Board regularly reviews management’s systematic approach to identifying and assessing risks faced by Exelon and each business unit, taking into account emerging trends and developments and incorporating capital investment and business opportunities.Evaluations Our The full Board oversees Exelon’s cybersecurity program and engages with the Chief Information Security Officer and a cross-functional management team at each regular quarterly meeting regarding the risks from cybersecurity threats. In March 2024, the Board approved the formation of an Operations, Safety, and Customer Experience Committee, which will oversee Exelon’s risks and risk mitigation plans related to our operations and the health and safety of our employees and contractors and members of the Board’s five standing Committees undergo annual self-assessments. Individual directors undergo biennial performance assessments that include input from peers and select members of executive management. (See page 33 for details.) 
Stock Ownershippublic. Shareholder EngagementOther Governance Practices Robust stock ownership guidelines require Directors to hold at least 15,000 shares of Exelon common stock within five years after joining the Board. Hedging, pledging, and short sales of Exelon stock are prohibited. •Exelon has a long-standing practice of engaging with our shareholders on corporate governance matters throughout the year, as may be necessary or helpful, to understand the positions of our institutional investors and to share Exelon’s perspective on matters of mutual interest.page 26 for more details. Page 43 in ouralso the Compensation Discussion & Analysis section summarizesfor a summary of the input received during 20202023 related to our executive compensation program. Independent Directors meet regularly in executive sessions without management. Transparent political activities and contributions are provided through semi-annual reporting on www.exeloncorp.com.
Continuing Education
Board Limits •Continuing director education is provided during Board and Committee meetings.Directors should not serve on more than four other public companies boards Director Elections:AnnualVote Standard:Majorityof votes cast in uncontested electionsChair Independence:IndependentCommittee Independence:100% IndependentBoard Self-Evaluation:AnnualCommittee Self-Evaluation:AnnualDirector Evaluation:Biennialincludes input from peers and executive managementMandatory Retirement Age:75Director Stock Ownership:5x annual cash retainerwithin 5 years; hedging, pledging, and short sales prohibitedOutside Boards (Non-CEOs):Maximum of 3in addition to Exelon and its subsidiaries Any Director who serves as the CEO(4 total)Outside Boards (Active CEOs):Maximum of a public company should not serve on more than two other public company boards 1in addition to Exelon.Exelon (2 total)
Mandatory Retirement Directors may not stand for election after reaching age 75.www.exeloncorp.com 25www.exeloncorp.com 29 BOARD AND CORPORATE GOVERNANCE MATTERS Board and Corporate Governance MattersInvestor EngagementOur relationship with our stockholdersshareholders is an important part of our company’s success, and our long tradition of engaging with our investors enables valuable insights for the Board and its Committees into investor perspectives and priorities. During 2020,2023, Exelon’s engagement team, comprising membersrepresentatives of the Office of Corporate Governance, Investor Relations, Executive Compensation, EnvironmentalHuman Resources, Strategy, Innovation and Sustainability, and Compliance and Audit teams met to discuss a wide variety of issues with investors. The Chairs of Exelon’s Compensation Committee and Corporate Governance Committee participated in select discussions as well.In 2020,2023, Exelon contacted the holders of nearly 50% of our outstanding shares with offers to engage. Portfolio managers and governance professionals that accepted included a significant cross-section of our shareholder base, representing approximately 30%42% of Exelon’s outstanding shares.The feedback received from shareholders and other stakeholder groups is shared with each Board Committee and the Board, as appropriate, on a regular basis throughout the year. Our Audit and Risk, Corporate Governance, and Talent Management and Compensation and Leadership Development Committees will often adopt or recommend Board approval of suggested enhancements to policies, practices, or disclosures where appropriate to meet investor concerns or expectations relating to new issues or emerging trends.We believe that our approach to engaging openly with our investors on topics such as environmental strategy, corporate governance, executive compensation, and other human capital management issues drives increased accountability, improves decision making, and ultimately creates long-term value.
In Response to Investor Feedback…During 2020, environmental, socialAnnual Engagement Cycle 
SPRING/SUMMER FALL/WINTER PRE-ANNUAL MEETING ANNUAL MEETING •Review annual meeting results and develop focused off-season engagement plan•Review governance practices in light of investor feedback and governance (ESG)trends•Engage with shareholders to solicit feedback and understand their priorities•Evaluate potential changes to governance policies, compensation practices or other disclosures•Engage with shareholders on proxy matters, including any shareholder proposals•Answer questions about proxy issues and the Board’s vote recommendations•Opportunity for shareholders to ask questions directly to senior management and the Board and to vote on management and shareholder proposals.RECENT ACTIONS DEMONSTRATING RESPONSIVENESS TO INVESTOR FEEDBACKDuring 2023, sustainability and human capital topics continued to be a focal point in nearly all investor engagements. Many investors were keenly interested in Exelon’s strategy to meet future challenges and the Board’s role in oversight of these critical issues. In response to these inquiries,2023, our Investor Relations team preparedrefreshed an in-depth Annual ESG Reportsustainability presentation that is available on our investor relationsIR webpage (investors.exeloncorp.com) and contains detailed information covering a range of topics frequently requested by investors. This report is supplemental to and complements the Corporate Sustainability Report.Other recent updates include publishing Exelon’s EEO-1 reports; reporting in compliance with the SASB Standards; voluntarily enhancing disclosure about Director diversity; and updating outside board service limits to allow fewer outside boards.26Exelon 2021 Proxy Statement30 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS Enterprise Risk ManagementManaging business risks of all types, from regulatoryBoard and market risks to global risks like climate change, is an important facet of our company’s governance and oversight system. Exelon’s Enterprise Risk Management (ERM) team is responsible for leading Exelon’s risk management program. Our enterprise-wide risk management framework enables us to anticipate strategic and emerging risks, integrate risk into business planning, minimize unexpected performance variances and support growth initiatives within Exelon’s risk appetite. Our risk program requires periodic assessments to identify, assess, mitigate and monitor risk. These assessments deepen our understanding of risks, enable effective action to mitigate risks and strengthen our risk culture. We align our key risk indicators with our risk appetite and industry-leading practices.Exelon Risk Framework
Successful risk management at Exelon follows the Three Lines Model, which is a set of governance and risk management best practices developed by the Institute of Internal Auditors. Exelon and each operating company have a Risk Management Committee tasked with identifying and evaluating the most significant risks of the business and the actions needed to manage and mitigate those risks. Senior executives discuss risks with the Exelon Board’s Risk and Audit Committees and the Utility boards.Exelon regularly completes risk assessments to identify and focus on the top risks facing our company. Our assessment framework looks at strategic, financial, operational, regulatory/compliance and reputational risks. Additionally, Exelon employs various market, credit, liquidity and operational risk assessment tools to identify financial and business risk exposures that are evaluated by risk management committees at the corporate level and within each business unit.Board Oversight of RiskThe Company operates in a complex market and regulatory environment. The Board has broad responsibility to provide oversight of significant risks primarily through direct engagement with management and through delegation of ongoing risk oversight responsibilities to the Committees. Any risk oversight area not allocated to a Committee remains with the Board.Each committee has a designated member of executive management as the primary responsible officer for providing information and updates related to the significant risks for that committee. These officers ensure that all significant risks identified by our enterprise risk management program are regularly reviewed with the Board and/or the appropriate committee(s). Each Committee reports regularly to the Board on discussions of enterprise risks for which it is responsible. Furthermore, the Board regularly discusses short-, medium-, and long-term enterprise risks in connection with the evaluation of capital investments, other business opportunities and strategies as well as emerging trends or developments.www.exeloncorp.com 27 BOARD AND CORPORATE GOVERNANCE MATTERS Board Committees’ Oversight of RiskCommittee.
Enhanced Committee and the full Board.All Directors are actively involved in the risk oversight function, and we believe that our leadership structure supports the Board’s risk oversight responsibility. Each committee is chaired by an independent Director, and the CEO does not serve on any committee. There is regular, open communication between management and the Directors.BOARD OF DIRECTORS The Full Board has primary responsibility for risk oversight including the following areas:
Oversight of significant enterprise risk, strategy and long-range business plan Cybersecurity DEI initiatives and diverse business spendingBusiness risks and capital allocation, including capital decisions related to environmental and climate risksAUDIT AND RISKCOMMITTEETALENT MANAGEMENT & COMPENSATIONCOMMITTEECORPORATE GOVERNANCE
COMMITTEEManagement Oversees independent auditor relationship and internal audit program, and risks associated with financial reporting Oversees tax strategy and assessment of tax risks Oversees compliance and ethics program, including review of significant compliance and ethics matters, review of an annual compliance risk assessment, and compliance with policies governing interactions with public officials Oversees enterprise risk program Oversees compensation philosophy and strategy to align with Exelon’s strategic and operating objectives Evaluates risks related to compensation policies and practices Oversees matters related to corporate culture and talent development Oversees CEO succession planning Reviews risks related to governance and shareholder activism Oversees sustainability and climate change strategies and efforts to protect and improve the environment Oversees political contributionsManagement is primarily responsible for: Identifying risk and risk controls related to significant business activities Mapping the risks to company strategy Developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage riskOPERATIONS, SAFETY, AND CUSTOMER EXPERIENCE COMMITTEE(NEW Committee approved in March 2024)•Will review operational reliability, resiliency, business continuity, and emergency response risks and mitigation plans•Will oversee risk mitigation for operational technology and physical security•Will review and monitor responses to significant operational and health and safety incidents•Will oversee safety culture, goals, and riskswww.exeloncorp.com 31 Board and Corporate Governance MattersEnterprise Risk ManagementManaging business risks of all types, from operational, financial, and regulatory risks to global risks like climate change, is central to Exelon’s business. Our Enterprise Risk Management (ERM) team, in collaboration with our operating companies, is responsible for coordinating Exelon’s risk management program. As part of its risk oversight program, Exelon has adopted a Three Lines operating model of governance developed by the Institute of Internal Auditors and updated in 2020. The Three Lines Model delineates responsibilities across business operations, risk, and oversight functions to support coordinated management and oversight of risks.The Three Lines model allocates risk management responsibilities among three distinct groups:•First Line: Functions that own and manage risk•Second Line: Functions that monitor internal and external compliance regarding risk-related matters•Third Line: Function that provides independent assurance. At Exelon, this is Exelon Audit Services (EAS).The ERM team works collaboratively with business teams to help them identify and assess risks, and to better understand how to manage risks and establish tolerances that allow for growth while staying within our risk appetite. This includes but is not limited to supporting business teams in connection with the following processes:•Identifying and assessing the management of top enterprise risks•Monitoring top enterprise risks using enterprise risk management tools, such as Key Risk Indicators (KRIs) and bow-tie risk assessments•Identifying, monitoring, and assessing emerging risks•Reviewing proposed capital projectsERM provides an enterprise-wide view of risks and risk management practices and provides reporting regarding risk management issues to senior leadership and the Board of Directors. Each operating company has a Risk Management Committee tasked with identifying and evaluating the most significant risks of the business and the actions needed to manage and mitigate those risks. The senior executives of the business, as well as ERM, discuss risks with the Audit and Risk Committee of the Exelon Board of Directors.Other Board ResponsibilitiesOversight of StrategyThe Board and its Committees provide oversight of the Company’s business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s Committees, and the Board receives regular updates on progress and execution from, and provides guidance to, our management team. The Board dedicates at least one meeting each year to a deep dive on strategic planning and oversight. These sessions create a dedicated forum for a fluid exchange of viewpoints and ideas on the Company’s strategic direction and identifying new opportunities and risks as management executes upon the Company’s strategy.Oversight of Sustainability and Responsible Business PracticesThe Board’s oversight of strategy and risks includes oversight of key sustainability and responsible business matters at both the committee and full Board levels. Issues such as climate, DEI, and safety are important to the long-term success of the Company and, accordingly, are integrated into topics reviewed and discussed at Board meetings throughout the year.Each of our Committees has oversight of relevant issues. The Audit and Risk Committee reviews SEC disclosures related to human capital management, environmental and cybersecurity risks as well as maintaining oversight of the finance organization and independent auditor’s commitments to diverse teams. The Talent Management and Compensation Committee is actively involved in overseeing policies related to talent development, DEI, and corporate culture. The CGC is tasked with overseeing sustainability and climate change strategies and efforts to protect and improve the environment as well as overseeing political contributions. The full Board oversees all other relevant issues including but not limited to evaluating business risks related to climate change; reviewing investment and divestment opportunities related to climate risks; diversity initiatives and diverse suppliers; workforce development; and corporate philanthropy.Oversight of CybersecurityOur business serves millions of customers, including governmental customers, making us part of the nation’s critical infrastructure. Accordingly, cybersecurity is a high priority at Exelon, and the Board devotes significant time and attention to overseeing cyber and information security risk. We frequently assess our cybersecurity capabilities and embrace continuous improvement to protect assets critical to grid reliability and national security, as well as customer information. In 2022, the Board adopted a Cybersecurity Oversight Policy to specifically address their oversight of management’s cybersecurity program and Exelon’s enterprise-wide risk related to cybersecurity, including management’s identification, assessment, and mitigation of cybersecurity risks, and the Board engages regularly with management regarding risks from cybersecurity threats. Additional information about the Board’s oversight of cybersecurity and Exelon’s cybersecurity risk management strategies can be found in Item 1C of Exelon’s 2023 Annual Report on Form 10-K.32 Exelon 2024 Proxy StatementBoard and Corporate Governance MattersOversight of Utility BoardsEach of Exelon’s six utilities are wholly or majority owned by Exelon (i.e., controlled companies). However, each utility maintains its own board of directors includingwith independent directors to demonstrate independent and engaged oversight of utility operations.In 2020, as part of the Company’s comprehensive review of oversight and compliance practices, the Corporate Governance CommitteeCGC and Board adopted revisions to the utility boards’ governance and structural documents to reflect strong and consistent governance practices including:Clearlyincluding clearly defining utility director qualifications and core competencies, including the need to reflect the diversity of the communities servedClarifyingserved; clarifying utility boards’ duties and limits of authority to align with the parameters of the controlled company structureImplementingstructure; and implementing formal annual utility board and director evaluationsevaluations.Additionally,Pursuant to its charter, the Exelon Corporate Governance Committee charter was revised to increase and formalize the Committee’sCGC’s responsibilities for oversight of the Utility Boards including the responsibility to:Determineutility boards include (1) determining utility board size and consultconsulting on the appropriate skills needed for each utility boardAssessboard; (2) assessing potential utility board candidates and approveapproving utility director electionsReviewelections; (3) reviewing and recommendrecommending evaluation processes and criteria and annually reviewreviewing the results of completed evaluationsAnnually reviewevaluations; and (4) annually reviewing all utility board governing documents, policies, and practices to ensure alignment with Exelon interests and best practices for controlled company governance and recommendrecommending revisions as needed.28 Exelon 2021 Proxy Statementwww.exeloncorp.com 33 BOARD AND CORPORATE GOVERNANCE MATTERS Board and Corporate Governance MattersBoard DynamicsExelon’s bylaws permit the independent members of the Board to determine the leadership structure of the Board including whether the roles of Board Chair and Chief Executive Officer should be performed by the same individual or whether the roles should be performed by separate individuals. As a matter of policy, the Board believes that separation of these functions is not required, and whether to combine the roles or not is a matter for the Board’s sole discretion, taking into consideration the current and anticipated circumstances of the Company, the skills, and experiences of the individual or individuals in question, and the leadership composition of the Board.The Board reviews its leadership structure periodically and as circumstances warrant. The Board separated the roles of Board Chair and Chief Executive Officer in 2012 and continues to find that this leadership structure ensures independent oversight and promotes the Board’s ability to effectively represent the best interests of all shareholders.The Board recognizes that no single leadership model is right for all companies at all times. Accordingly, the Board periodically reviews its leadership structure as circumstances warrant. The Board is committed to continued independent oversight at all times, and our Corporate Governance Principles provide that the independent members of the Board shall select and elect a Lead Independent Director in the event the Board Chair and Chief Executive Officer roles are held by the same individual, or the person holding the role of Board Chair is not independent under Exelon’s Independence Standards for Directors. At any time during which the position of Lead Independent Director may be required, but is vacant due to timing considerations, the Chair of the Corporate Governance Committee shall serve as the Lead Independent Director.Exelon’s Corporate Governance Principles provide a full outline of the responsibilities for each of the Board Chair, Chief Executive Officer,Composition and any Lead Independent Director.The Corporate Governance CommitteeCGC regularly reviews the composition of the Board. WhileBoard, and, while the Corporate Governance CommitteeCGC does not prescribe diversity standards, the Corporate Governance Committeeit considers diversity to be an important consideration when evaluating Board composition and director qualifications. The Corporate Governance CommitteeCGC considers all aspects of diversity such as diversity of gender, race or ethnicity, background, skills, and experience, as well as thought.The Corporate Governance CommitteeCGC is also responsible for considering the long-term composition of the Board and believes in balancing the value of industry knowledge and experience from longer-tenured directors with the new perspectives and fresh ideas that come from adding new directors to the Board.In addition to Mr. DeBenedictis’s retirement this year, three additional directors will reach the mandatory retirement age of 75 within the next two years. Accordingly, the Corporate Governance Committee has been actively engaged in board refreshment and succession planning. Board has added 4 new directors since 2018.Laurie Brlas and John Young were added to the Board in 2018, Admiral John Richardson joined the Board in 2019, and Marjorie Rodgers Cheshire joined the Board in 2020.The Corporate Governance Committee also closely considers the pacing of expanding the Board so that new additions have sufficient overlap with longer-tenured directors to learn the business and understand the operations and culture of the Board. The Board also considers a gradual refreshment process to be appropriate so that there aren’tin order to avoid significant disruptions to the normal course of business. In general, no moreIf each Director nominee is elected to the Board, after the 2024 Annual Shareholders’ Meeting, our incumbent Directors will have served an average of 2.6 years on the Board. The Board generally believes that a mix of short, medium and long tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the balance of fresh perspectives and deep institutional knowledge. The Board has recently undergone significant refreshment with four Director nominees having tenure of less than one year. Although new to the Exelon Board, Charisse Lillie, who joined the Board in April 2023, has brought her industry and institutional knowledge from over a decade of service on the board of PECO Energy Company (an Exelon subsidiary). With the number of new Directors, the Board has prioritized robust onboarding as well as creating opportunities for Directors to interact outside the boardroom.Director AttendanceThe Board of Directors held 8 meetings during 2023, including a 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 two new directorsshe was a member. Demonstrating the Board’s engagement, average Director attendance at Board and Committee meetings during 2023 was 99%.All Director nominees are addedexpected to participate in a single year.Plannedthe annual meeting of shareholders. All nominees for Director Retirements*: 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Nicholas DeBenedictis RETIRE Yves de Balmann RETIRE Robert Lawless RETIRE Paul Joskow RETIRE Ann Berzin RETIRE Mayo Shattuck RETIRE *Based on reaching the mandatory retirement agewww.exeloncorp.com 2934 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS 
The Board of Directors held 15 meetings during 2020, including a 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 2020 averaged 99.7% for incumbent Directors as a group.While Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all Directors attended the 2020 annual shareholders meeting.Board and Corporate Governance MattersBoard CommitteesThere are fiveDuring 2023, there were three standing committees of the Board: Audit; CompensationAudit and Leadership Development;Risk; Talent Management and Compensation; and Corporate Governance; Risk; and Generation Oversight. Governance.The Board Chair and CEO generally attend all Committee meetings and all Committees meet regularly in executive session without management present.Board Committees“Governance Overview” page and in print to any shareholder who requests a copy from Exelon’s Corporate Secretary as described on page 74Secretary. Committee Membership as of March 20, 2024 Audit and Risk Talent Management and Compensation Corporate
GovernanceAnderson1 ● CHAIR Bowers CHAIR ● Butler Cheshire ● CHAIR Lillie ● Jojo ● ● Rogers ● Richo ● Segedi Young2 ● Total Number of Meetings in 2023: 6 4 4 (1)Mr. Anderson is not standing for re-election.(2)If re-elected, Mr. Young will assume the role of this proxy statement.StandingChair of the Corporate Governance Committee, Membership: Audit Compensation
& Leadership
DevelopmentCorporate
GovernanceGeneration
OversightRisk Anderson 
Berzin Brlas Cheshire Crane de Balmann DeBendictis* Jojo Joskow Lawless Richardson Shattuck Young Number of Meetings in 2020 6 4 4 4 6 ChairMember*Until Mr. DeBenedictis’s retirement ineffective April 2021. Exelon 2021 Proxy Statementwww.exeloncorp.com 35 BOARD AND CORPORATE GOVERNANCE MATTERS 
Committee ResponsibilitiesAudit and Risk Committee
Talent Management and Compensation CommitteeAudit Committee
Chair: Paul BowersMembers:1Rodgers Cheshire, Jojo, Richo, Rogers
All members are independent.Meetings in 2023: 6Chair: Mr. AndersonCommittee is 100% IndependentOther Members: Ms. Berzin, Ms. Brlas, and Dr. JoskowPrimaryCommittee Responsibilities:✓•Assists Board in the oversight and review of the quality and integrity of the Company’s financial statements and internal controls over financial reporting✓•Appoints, retains, and oversees the independentauditor and evaluates its qualifications, performance, independence, and fees✓•Oversees the Company’s internal audit function✓With the advice•Oversees risk management functions and assistance of the Risk Committee,reviews the processes by which Exelon assesses and manages enterprisestrategies, including compliance with risk✓ management program, but excluding cyber•Oversees compliance with Exelon’s Code of Business Conduct, and the process for the receipt and response to complaints regarding accounting, internal controls, ethics, or audit mattersAudit Committee Financial ExpertsThe Board of Directors has determined that each member of the Audit Committee is anMessrs. Bowers and Rogers are “Audit Committee Financial Expert”Experts” as defined by SEC rules.See page 4046 for the Audit Committee Report.
Compensation & Leadership Development Committee
Chair: Marjorie Rodgers CheshireMembers:2Anderson, Jojo, Lillie
Chair: Mr. de BalmannMeetings in 2023: 4All members are independent.Committee is 100% IndependentOther Members: Ms. Cheshire, Ms. Jojo, Mr. Lawless, and Mr. YoungPrimary Responsibilities:✓Committee Responsibilities:•Assists Board in establishing performance criteria,evaluation, and compensation for CEO✓•Approves executive compensation program design forexecutive officers, other than the CEO✓•Monitors and reviews leadership and successioninformation for executive roles✓•Retains the Committee’s independentcompensation consultant✓•Reviews Compensation Discussion and Analysis andprepares Compensation Committee Report for this proxy statementCompensation Committee Interlocks and Insider Participation. Mr. Young previously served as an employee of Exelon and held several senior level executive positions over his tenure from 2003 until 2008 when he departed Exelon to join another company. ParticipationDuring 2020,2023, none of Exelon’s executive officers served on the board of directors of any entities whose executive officers serve on the Talent Management and Compensation Committee (TMCC) or our Board. No current member of the TMCC was an executive officer or employee of Exelon during 2023 or at any time, and Leadership Development Committee. no member had any relationship with Exelon that would require disclosure under the SEC rules.See page 5662 for the Compensation and Leadership Development Committee Report.www.exeloncorp.com 311.If re-elected, Ms. Rodgers Cheshire will step off the ARC and Mr. Segedi will join the ARC, effective April 30, 2024.2.If re-elected, Ms. Jojo will step off the TMCC and Ms. Richo and Mr. Young will join the TMCC, effective April 30, 2024. Mr. Anderson is not standing for re-election.36 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS 
Corporate Governance CommitteeCorporate Governance Committee
Chair:3Tony AndersonMembers:3Bowers, Young
All members are independent.Meetings in 2023: 4Chair: Mr. LawlessCommittee is 100% IndependentOther Members: Mr. Anderson, Mr. de Balmann, and Mr. DeBenedictis*PrimaryCommittee Responsibilities:✓•Identifies and recommends qualified candidates for election by the Board and shareholders and oversees Board and Committee structure and composition✓•Recommends Corporate Governance GuidelinesPrinciples and advises on corporate governance issues including evaluation processes for the Board, Committees, each Director, the Board Chair and CEO✓•Oversees Exelon’s environmental strategies, including climate change and sustainability policies✓•Oversees Utility board governance policies and practices, qualifications and election of Utility directors, and annual review of the Utility boards and directors.✓directors•Reviews Exelon’s director compensation program and retains an independent compensation consultant✓Has authority•Authorized to retain an independent search firm to identify Director candidates for Director
Generation Oversight CommitteeChair: Adm. RichardsonOther Members:Mr. Crane, Mr. DeBenedictis* and Mr. YoungPrimary Responsibilities:✓Oversees the safe and reliable operation of all generating facilities with principal focus on nuclear safety✓Oversees management and operations of generating facilities including the overall organizational effectiveness of generation station operations✓Oversees compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of Exelon’s generation assets✓Reviews environmental, health and safety issues related to generating facilities* Note that historically, Committee meetings included in person visits to generation plants. During 2020, to ensure the safety of staff and Committee members, in-person visits were limited to the Committee Chair who served as proxy for the full Committee in its oversight of operational excellence and in particular this year, with respect to COVID-related protocols - staffing adjustments, sufficient PPE, social distancing practices - to ensure safety and reliable operations continued.
Risk CommitteeChair: Ms. BerzinOther Members:Mr. Anderson, Ms. Brlas, Ms. Cheshire, Mr. Crane, Mr. de Balmann, Mr. DeBenedictis*, Ms. Jojo, Dr. Joskow, Mr. Lawless, Adm. Richardson, Mr. Shattuck, and Mr. YoungPrimary Responsibilities:✓Oversees risk management functions, including compliance with risk management program, and matters relating to the risk exposures of Exelon and its subsidiaries✓Monitors liquidity, and related financial risks✓Oversees risk management strategies, policies, procedures, and mitigation efforts with respect to marketing and trading of energy and energy-related products✓Oversees risk management strategies, policies, procedures, and mitigation efforts with respect to cyber security* Until Mr. DeBenedictis’s retirement in April 2021.32Exelon 2021 Proxy StatementNew Committee: Operations, Safety, and Customer ExperienceIn March 2024, the Board approved the formation of a fourth standing committee - the Operations, Safety and Customer Experience Committee (OSCC). If re-elected, Matt Rogers will Chair the OSCC and each of Mr. Bowers and Mses. Rodgers Cheshire, Jojo, and Lillie will join the OSCC, effective April 30, 2024. The Committee will be responsible for the following:Committee Responsibilities:•Oversee Exelon’s strategies, policies and major activities related to operations, including transmission and distribution•Oversee Exelon’s strategies, policies and major activities relating to providing a healthy and safe environment for employees, customers, contractors, and the public•Oversee Exelon’s strategies and major activities designed to support and enhance customer experience, including, but not limited to, service, technology, affordability, business development and engagement•Review and monitor Exelon’s operational performance and execution of major capital projects related to operations•Review and monitor Exelon’s health, safety, and customer experience performance3.Mr. Anderson is not standing for re-election. If re-elected, Ms. Rodgers Cheshire will join the CGC and Mr. Young will assume the role of Chair of the CGC, effective April 30, 2024.www.exeloncorp.com 37 BOARD AND CORPORATE GOVERNANCE MATTERS Board and Corporate Governance MattersBoard, Committee, and Individual Director EvaluationsOur Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought Exelon has strong evaluation processes for its Board, five Board Committees, and individual Directors.
Board Evaluations ANNUAL ASSESSMENTAnnual Board Assessment and FeedbackThe Board conducts an annual assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the chairChair of the Corporate Governance Committee taking into account(CGC) and considers recommendations from the recommendations of the Corporate Governance CommitteeCGC on the process and criteria to be used for Board, Committee, and individual Director evaluations. The current process provides that all Directors engage in a one-on-one interview withCGC oversees and approves the Board Chair or the chair of the Corporate Governance Committee to discuss the following topics, among others that may arise:annual formal board evaluation process.
FACILITATED DISCUSSIONS The Chair of the CGC facilitates a discussion with the Board in executive session regarding the Board’s performance. As part of this discussion, the Board Chair steps out to allow the other Directors to discuss the Chair’s performance. Directors are provided a list of questions and discussion topics to review prior to the discussion, focusing on what the Board is doing well and opportunities for improvement. Discussion topics include the following: •Overall Board performance and areas of focus including strategicoversight of Company operations, strategy and business issues, challenges,financial performance•Board composition, including whether the Board has an appropriate balance of diversity, skills, experience 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• Management engagement with the Board and Committees•Quality of information and materials provided to the Directors•Board meeting logistics
REVIEW ANDNEXT STEPSFollowing the completion of the session, the Board Chair and CGC Chair review the assessment with the Board, and the Board develops plans to take actions based on the results, as appropriate. The CGC Chair separately provides the Board Chair with feedback based on the discussion of the Chair’s performance. Interviews also seek practical input on what the Board should continue doing, start doing,Annual Committee Assessment and stop doing. Following the completion of such interviews, the Board Chair and chair of the Corporate Governance Committee collaborate to prepare and provide to the Board a summary of the assessment input provided.Outcome: The Board’s current structure, composition, and effectiveness were deemed to be very strong in light of consistently collaborative interactions.
Committee Evaluations ANNUAL ASSESSMENTAll five of the Board’s standing Committees conduct annual assessments of their performance and take into consideration the following.performance.• WhetherFACILITATED DISCUSSIONS The Chair of the CGC facilitates a discussion with the members of each committee in executive session focusing on the performance of each committee. As part of this discussion, the Committee Chair steps out to allow the other Directors to discuss the Chair’s performance. Discussion topics include whether Committee members possess the right skills, experiences and experiences orbackground to fulfill the Committee’s role, whether additional education or trainingthe Committee is required• The sufficiency of their charters• Whether there arereceiving sufficient meetings covering the right topics• Whetherinformation, whether meeting materials and presenters are effective, amongand other mattersREVIEW ANDNEXT STEPSThe CGC Chair and Board review the results of each Committee assessment, and the Board and Committees develop action plans based on the results, as appropriate. The CGC Chair (or the Board Chair, in the case of the CGC) provides each Committee Chair with feedback based on the Committee members discussion of the Chair’s performance. 38 Exelon 2024 Proxy StatementAssessments also seek practical input on what Committees should continue doing, start doing,Board and stop doing. A summary of all Committee assessment results is provided to the Corporate Governance CommitteeMattersBiennial Individual Director Assessment and Board for review and discussion.Outcome: Current Committee structures and composition were deemed appropriate.
Individual Director EvaluationsBIENNIAL ASSESSMENT FOR EACH DIRECTORThe process for individual Director evaluations was strengthened in 2017 to provide for individual assessments of all Directors on a biennial basis, which means that each Director is evaluated every other year. FeedbackIndividual Director performance assessments include peer review by all members of the Board as well as input from members of senior management on the contributions and performance of each Director. Each Director is evaluated every other year and newer directors generally aren’t reviewed until they’ve completed at least one full year on the Board.QUESTIONNAIRES The Chair of the CGC requests input from all Directors with regard to each Director undergoing assessment, including what Directors does well, should continue to do, and stop doing. DISCUSSION AND
NEXT STEPSAfter reviewing the input received, the CGC Chair collaborates with the Board Chair to provide constructive feedback separately to individual Directors undergoing assessment for developmental opportunities. Annual Utility Board and Director Assessments and FeedbackOversight of the utility boards was strengthened in 2020 to provide for annual assessments of each utility board and utility director. Utility directors are interviewed byprovided a list of questions and topics to review prior to discussion with the Chairutilities board chair or his delegate. Results of these interviews are summarized orally and presented to the Corporate Governance Committee or by the Board Chair to provide input on each Director undergoing assessment. In addition, select members of senior management are interviewed to provide input based on their regular interactions with Directors. In 2020, all interviews were conducted by the Board Chair because the chair of the Corporate Governance Committee was in the group undergoing assessment. Topics covered in the interviews included the following:• Meeting preparedness• Meaningful and constructive participation and contributions• Demonstrated independence• Respectful, effective, and candid communication skills• Company and industry knowledge• Strategic foresight• Openness to new learnings and trainingInterviews also sought practical input on what Directors should continue doing, start doing,as deemed appropriate, and stop doing. After discussing the process and overall results with the Corporate Governance Committee, the Board Chair collaborates with the chair of the Corporate Governance Committee to provideappropriate feedback separatelyis communicated to individual Directors for developmental opportunities.Outcome: Individual assessment results were discussed with the Corporate Governance Committee in executive session.www.exeloncorp.com 33
directors as needed. BOARD AND CORPORATE GOVERNANCE MATTERS Director Orientation and EducationThe Board has an orientation and onboarding program for new Directors and provides continuing education for all Directors that is overseen by the Corporate Governance Committee. The orientation program is tailored to the needs of each new Director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new Directors include information on the Company’s vision and strategic direction, financial matters, principal operating businesses, corporate governance practices, Code of Business Conduct, risk management framework, and other key policies and practices, including each of the Company’s policies related to interactions with public officials. The orientation process includes a series of one-on-one meetings with members of senior management for deep-dive briefings on business units and corporate functions.Continuing EducationContinuing director education is provided during portions of Board and Committee meetings and is focused on topics necessary to enable the Board to effectively consider issues before them at that time (such as new regulatory or accounting standards). Education may take the form of presentations from senior leadership or other subject matter experts within the Company, cybersecurity workshops, and presentations from external advisors, or “white papers” which are deep dives into timely subjects or topics. The Audit and Risk Committee periodically holds sessions devoted to education on new accounting rules and standards and/or topics deemed to be helpful to having a good understanding of our accounting practices and financial statements.Additionally, Directors may attend educational seminars and programs sponsored by external organizations. Directors may self-identify programs or choose from a curated list of external educational opportunities, including programs related to board governance and related matters as well as utility industry educational programs.New DirectorOrientationThe orientation program is tailored to the needs of each new Director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new Directors include information on the Company’s vision and strategic direction, financial matters, principal operating businesses, corporate governance practices, Code of Business Conduct, and other key policies and practices. The onboarding process includes a series of one-on-one meetings with members of senior management and their staff for deep-dive briefings on business units. New Directors are also invited to tour various Company facilities, depending on their orientation needs and preferences.ContinuingDirectorEducation &Site Visitswww.exeloncorp.comContinuing director education is provided during portions of Board and Committee meetings and is focused on topics necessary to enable the Board to effectively consider issues before them at that time (such as new regulatory or accounting standards). Education may take the form of presentations from senior leadership or other subject matter experts within the Company, presentations from third-party experts, or “white papers” which are deep dives into timely subjects or topics.The Audit Committee plans for at least one meeting a year in which a session is devoted to education on new accounting rules and standards and topics deemed to be helpful 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. Historically, each Generation Oversight Committee meeting agenda includes a briefing by local plant management, a tour of the facility, and lunch with plant personnel of all levels. Beginning in March 2020 in connection with the COVID-19 pandemic, these site visits were halted for the safety of our employees and Directors and meetings were held virtually.Directors are also invited from time to time to tour other facilities such as Exelon’s cyber operations center and utility operations control centers. During these visits, Directors are able to interact directly with employees staffing key functions. Additionally, Directors may attend educational seminars and programs sponsored by external 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.39Board and Corporate Governance MattersGovernance MattersCorporate Governance PrinciplesOur Corporate Governance Principles, together with the articles of incorporation, bylaws, Committee charters, and other policies and practices, provide the framework for the effective governance of Exelon. The Corporate Governance Principles address matters including the Board’s responsibilities and role; Board structure, Director selection, evaluation, and other expectations; Board operations; Board Committees; and additional matters such as succession planning, executive stock ownership requirements, and our recoupment policy. The Corporate Governance Principles are reviewed periodically and were last amended in July 2020 to reflect evolving governance trends and to remain contemporary with the needs of the Company and its stakeholders.Process for Communicating with the BoardShareholders and other interested persons can communicate with any Director or the independent Directors as a group by writing to them c/o Gayle Littleton, Executive Vice President, General Counsel andat Exelon Corporation, Attn: Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, IllinoisIL 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 email to EthicsOffice@exeloncorp.com.34Exelon 2021 Proxy Statement40 Exelon 2024 Proxy Statement BOARD AND CORPORATE GOVERNANCE MATTERS Board and Corporate Governance MattersDirector CompensationThe Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding its non-employee Director compensation program. The Committee is authorized to engage outside advisors and consultants in connection with its review and analysis of Director compensation. The Committee takes various factors into consideration, including responsibilities of Directors generally, Board and Committee leadership roles such as the Board Chair and Committee Chairs, as well as the form and amount of compensation paid to directors at comparable companies. In 2020,2023, the Committee engaged Meridian Compensation Partners, LLC (Meridian) to support the annual review of non-employee Director pay.The non-employee Director compensation program comprises cash and equity components. The Board targets total compensation to be at the median level of compensation paid to directors at the peer group of companies used to benchmark executive compensation. Separately, the Board Chair compensation is benchmarked to Fortune 100 companies given (a) the very limited number of companies in the 21-company peer group that have an independent board chair, (b) the relative size of Exelon’s business compared to its peers, and (c) the relative complexity of Exelon’s business as one of the few remaining public utilities with regulated electric and gas transmission and delivery business plus a competitive power generation and energy sales business. Finally, the Corporate Governance Committee also factors in the level of involvement and responsibilities undertaken by the current Chair, Mayo Shattuck, into its review and analysis of appropriate pay levels. See below for further discussion on Mr. Shattuck’s role and responsibilities.Based upon the Corporate Governance Committee’s review of benchmarking completed in December 2020, the Board made no changes to Director compensation for 2021.Cash FeesThe following table below sets forth the cash compensation paid in 20202023 to Exelon’s non-employee Directors.Additionally, Directors who serve as members of any special committeecommittees that may be formed from time to time receive fees of $5,000 per quarter for as long as the Committee remains needed. Annual Cash Retainer Role $ Non-Employee Director $ 125,000 Board Chair 300,000 Committee Chairs: Audit Committee 25,000 Risk Committee 25,000 Compensation and Leadership Development Committee 20,000 Corporate Governance Committee 20,000 Generation Oversight Committee(1) 20,000 (1)The Chairneeded, provided that the Board may determine that additional fees are appropriate depending on the nature and all membersscope of the Generation Oversight Committee receive a $20,000 annual membership retainer.Role Annual Cash
Retainer
($)Non-Employee Director 125,000 Board Chair 180,000 Committee Chairs: Audit and Risk Committee 25,000 Talent Management and Compensation Committee 20,000 Corporate Governance Committee 20,000 Equity CompensationA significant portion of Director compensation is provided in the form of equity to align the interests of Directors with the interests of shareholders. In 2020,2023, Exelon’s non-employee Directors received deferred stock units (DSUs) valued at $155,000 that$165,000. DSUs were granted quarterly in arrears. Deferred stock units arearrears and credited to a notional account maintained on the books of the Company at the end of each calendar quarter based upon the closing price of Exelon common stock on the daydate the quarterly dividend is paid.Deferred stock units DSUs earn dividend equivalents which are reinvested in the deferred stock accounts as additional stock units. The account balance of deferred stock unitsDirectors may opt to receive their DSUs upon reaching age 65, age 72, or upon their departure from the Board. DSUs will be settled in shares of Exelon common stock and maywill be distributed in either a lump sum or in annual installments upon reaching age 65, age 72, or upon abased on each Director’s departure fromelection.The table below sets forth the Board.www.exeloncorp.com 35 BOARD AND CORPORATE GOVERNANCE MATTERS Outstanding Equity AwardsDSUs held by each non-employee Director as of December 31, 2020As of December 31, 2020, the non-employee Directors held the following amounts of deferred stock units.Name Total Deferred Stock Units
(#)Anderson 57,525 Stock Units(1)NameBowers9,665 (#)AndersonCheshire14,939 30,999BerzinJojo42,767 65,448BrlasLillie2,849 8,180CheshireRicho1,732 1,712de BalmannRogers2,849 77,210DeBenedictisYoung25,509 56,390Jojo20,849Joskow48,705Lawless81,881Mies42,626Richardson5,101Shattuck30,678Steinour46,412Young8,980Total All Directors 157,835 www.exeloncorp.com 525,17141 (1)Balance reflects deferred stock units granted under the Exelon deferred stock unit plan along with accumulated units from automatic dividend reinvestment. For Ms. Berzin and Messrs. de Balmann and Lawless, the balance also includes deferred stock units granted under the legacy Constellation Energy Group, Inc. Deferred Compensation Plan for directors that will be settled in cash on a 1 for 1 basis upon their departure from the Exelon board and any subsidiary company board.Board and Corporate Governance MattersStock Ownership RequirementAll directors are required to meet the minimum stock ownership requirement within five years after their election to the Board. DSUs as well as common shares beneficially owned directly or indirectly are counted towards meeting the stock ownership guidelines. For more information about each Director’s stock ownership, please refer to the “Stock Ownership of Directors and Executive Officers” table.Other Benefits ProvidedFrom time to time, Exelon Directors are invited to bring spouses or guests to Exelon or industry related events. When such invitations are extended, Exelon covers the cost of spousal or guest travel, meals, lodging and related activities. The value of spousal or guest related travel is calculated according to IRS regulations and imputed to the Director as additional taxable income. Directors also receive reimbursement to cover the additional taxes owed on such imputed income. For disclosure purposes under this proxy statement in accordance with SEC rules, the foregoing benefits related to spousal or guest related travel are valued on the basis of incremental cost to Exelon. However, in most cases there is no direct incremental cost to Exelon of providing transportation and lodging for a Director’s spouse or guest when he or she accompanies the Director, and the only additional costs are those for meals and activities and to reimburse the Director for the taxes on the imputed income. In 2020, there were no such events that resulted in imputed income or any tax reimbursements.Chair CompensationMr. Shattuck receives annual compensation of $300,000Additionally, under Exelon’s matching gift program, the Exelon Foundation matches donations to eligible non-profit organizations, dollar for his role as Board Chair. The amount of which was first set by the Board in 2012 in recognition of Mr. Shattuck’s significant expertise and commitment of time and energy involved in serving as Exelon’s Chair. This fee is in additiondollar, up to the cash retainer, deferred stock units payable to all Directors, and any relevant Committee fees. A fulsome understanding of his experience, the scope of his involvement, and the time commitment he provides is important to understanding the compensation decision.Mr. Shattuck’s background and experience in directly relevant roles is extensive. He was the former chair, president and chief executive officer of Constellation Energy as well as the former chair and chief executive officer of Deutsche Banc Alex. Brown, and he also held leadership roles with the Institute of Nuclear Power Operations, Edison Electric Institute, Center$15,000 per calendar year, for Strategic & International Studies – Commission on Nuclear Energy. These experiences uniquely qualify him to lend strategic oversight and guidance to Exelon’s Board and senior leaders. His considerable industry and financial background provides a level of insight and strategic experience that allows for an unparalleled level of leadership to our Board. This leadership has been critical as Mr. Shattuck has led the Board through transformational events, including the acquisition of PHI and its three utilities, the Illinois lobbying investigation and now the announced separation of Exelon’s utility businesses from its generation business.36Exelon 2021 Proxy Statement
Directors. BOARD AND CORPORATE GOVERNANCE MATTERS Mr. Shattuck is deeply involved in all aspects of recruiting, vetting, onboarding, and mentoring new directors in furtherance of Exelon’s current and ongoing Board refreshment efforts. Since 2019, Mr. Shattuck has been focused on planning for the upcoming retirements of five directors, three of whom had, or still have, chair leadership roles. Because of the need and desire to identify talented diverse candidates, Board recruiting has been a critically important and time-consuming responsibility for Mr. Shattuck. As new members join the Board, Mr. Shattuck mentors and educates new members on the complexities of Exelon’s business and industry challenges.Mr. Shattuck co-leads the Board and annual individual director assessment process, personally conducting individual director interviews. He summarizes these interviews and provides insights with the Corporate Governance Committee and Board and assisting with individual director coaching opportunities. Mr. Shattuck is an active member of the Board’s Risk Committee and two Special Committees of the Board and he also attends as many meetings of the other Board Committees as is feasible.The Board reviewed Chair compensation in 2020 and continues to believe that the level of Chair fee remains an appropriate reflection of the extensive and pivotal role of the Chair and the virtually full-time demands on the Chair due to his responsibilities, the complexity of Exelon and its regulatory environment, and the challenging industry in which it operates. In reaching this conclusion, the Board considered many factors, including Mr. Shattuck’s extensive industry experience and knowledge of the regulatory environment, the time commitment attributable to his Chair responsibilities, and the compensation paid for similar roles among the peer and Fortune 100 companies used in its analysis.20202023 Director CompensationThe following table summarizes the compensation paid for each of our non-employee Directors who served as a member of the Board and its Committees in 2020. Annual Board & All Other Committee Retainers Stock Compensation Total ($) Awards ($) Compensation Name (Note 1) ($) (Note 2) ($) Anderson $ 176,538 $ 155,000 $ 0 $ 331,538 Berzin 150,000 155,000 15,000 320,000 Brlas 125,000 155,000 1,000 281,000 Cheshire 53,329 66,128 0 119,457 de Balmann 165,000 155,000 15,000 335,000 DeBenedictis 145,000 155,000 15,000 315,000 Jojo 125,000 155,000 15,000 295,000 Joskow 125,000 155,000 0 280,000 Lawless 165,000 155,000 0 320,000 Mies 53,942 50,673 515,000 619,615 Richardson 158,516 155,000 2,500 316,016 Shattuck 445,000 155,000 25,989 625,989 Steinour 40,865 50,673 500,000 591,538 Young 145,000 155,000 70,914 370,914 Total All Directors $ 2,073,191 $ 1,872,474 $ 1,175,403 $ 5,121,068 Director Name Cash Fees
($)
(Note 4)Equity
Compensation
($)
(Note 5)All Other
Compensation
($)
(Note 6)Total
Compensation
($)Anderson 165,000 165,000 — 330,000 Berzin147,734 52,582 15,000 115,316 Bowers 162,102 165,000 — 327,102 Cheshire 158,681 165,000 952 324,633 Gutierrez139,835 52,582 — 92,417 Jojo 131,319 165,000 1,253 297,572 Joskow139,835 52,582 — 92,417 Lillie285,508 112,871 15,461 213,840 Richo351,630 68,601 — 120,231 Rogers285,508 112,871 — 198,379 Young 305,000 165,000 — 470,000 Total All Directors 1,272,152 1,277,089 32,666 2,581,907 (1)Ms. Berzin, Secretary Gutierrez, and Dr. Joskow retired from the board effective April 25, 2023.(2)Ms. Lillie and Mr. Rogers were elected to the board on April 25, 2023.(3)Ms. Richo was elected to the board on August 1, 2023.(4)Includes annual Board and Committee retainers including any amounts voluntarily deferred into the Director Deferred Compensation Plan. Amounts reported for Messrs. Anderson and Bowers, and Ms. Rodgers Cheshire include fees for membership on one or more special committees. Prorated retainers were paid to Ms. Berzin, Ms. Lillie, Ms. Richo and Messrs. Gutierrez, Joskow and Rogers.(5)The grant date fair values of the directors’ deferred stock awards have been computed in accordance with FASB ASC Topic 718.(6)Amounts reported in this column include $15,000 contributions made under Exelon’s matching gift program for Ms. Berzin and Ms. Lillie. For Ms. Jojo and Ms. Lillie the amount shown includes the incremental cost for certain, non-travel related benefits, as described above, primarily related to the Exelon Board Strategy Retreat. All spouse or guest travel on corporate aircraft occurred at the invitation of Exelon and in conjunction with the director traveling to and from Exelon business events so there was no incremental cost to Exelon for any spouse or guest travel other than the reimbursement of income taxes owed by the director for these benefits. Ms. Rodgers Cheshire, Ms. Jojo and Ms. Lillie received $951, $613 and $155 respectively for the reimbursement of additional taxes due on the value of the travel and non-travel related benefits received.(1)42 Amounts reportedExelon 2024 Proxy StatementAudit MattersPROPOSAL2Ratification of PricewaterhouseCoopers LLP asExelon’s Independent Auditor for Messrs. Anderson, de Balmann, Lawless,2024Based on the most recent evaluation and Shattuck, each include fees for membershipconsideration of factors described below, the Audit and Risk Committee (ARC or Committee) and the Board of Directors have determined that the retention of PricewaterhouseCoopers LLP (PwC) as the independent auditor remains in the best interests of the Company and its shareholders based on one or more special committees. Prorated retainers were paidthe Committee’s level of satisfaction with the quality of services provided by PwC.PwC has served as the Company’s independent auditor since 2000. The Committee believes PwC’s tenure as Exelon’s independent auditor is a benefit to Ms. Cheshire upon her electionaudit quality given its experience with the Company and knowledge of the business. Because of PwC’s familiarity with Exelon, the firm has demonstrated an ability to focus on risks significant to the Board on July 28, 2020,Company and to eachits industry and has developed and implemented efficient and innovative audit processes, which have enabled the provision of Admiral Mies and Mr. Steinour who each retired fromservices for fees considered competitive by the Board on April 28, 2020.Committee.(2)Amounts reported in this column include contributions made by Exelon or the Exelon Foundation to qualified not-for-profit organizations under Exelon’s matching gift program or in honor of Board service. Exelon’s matching gift program provides up to $15,000 per year in contributions to match those made by directors. For Messrs. Steinour and Mies, who retired from the Board in 2020, the amounts shown reflects a one-time contribution made by the Exelon Foundation to charitable organizations selected by each in honor of their many years of service to Exelon. For Messrs. Shattuck and Young the amount shown under All Other Compensation includes $10,989 and $55,914 respectively which represents the aggregate incremental cost incurred by Exelon for their approved personal use of corporate aircraft in conformance with COVID related safety protocols implemented in 2020. The value of each flight, calculated in accordance with IRS regulations, was imputed to Mr. Shattuck and to Mr. Young as additional taxable compensation. No tax reimbursement was made to either of them with respect to this taxable compensation.www.exeloncorp.com 37Matters
Ratification of PricewaterhouseCoopers LLP as Exelon’sIndependent Auditor for 2021The Audit Committee and the Board of Directors have determined that the retention of PricewaterhouseCoopers LLP (PwC) as the independent auditor remains in the best interests of the Company and its shareholders based on the Audit Committee’s level of satisfaction with the quality of services provided by PwC and consideration of factors described below.PwC has served as the Company’s independent auditor since the Company’s formation in 2000. The Committee believes PwC’s deep familiarity with the Power and Utilities industry and Exelon’s businesses and operations, accounting policies and practices, and internal controls over financial reporting is valuable to the Company and its shareholders. Because of PwC’s familiarity, the firm has developed and implemented efficient and innovative audit processes, enabling the provision of services for fees considered by the Committee to be competitive.The Board recommends a vote “FOR”“FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2021.
2024. Evaluation of the Independent AuditorThe Audit Committee regularly considers the independence, qualifications, compensation, and performance of its independent auditor. In 2018, the Committee approved an evaluation framework developed by management to assist with the Committee’s annual assessment of the independent audit firm, which includes the solicitation of feedback from members of management and the Audit Committee.members of the ARC. Results of the full assessment were provided todiscussed by the Committee foras part of its annual review and determination of whether to retain PwC as the Company’s independent auditor for 2021.process. Using the framework, the Audit CommitteeARC assessed the following four areas in addition to a consideration of the firm’s independence.Quality of the independent audit firm and audit process•QUALITY OF THE INDEPENDENT AUDIT FIRM AND AUDIT PROCESS •The number of restatements, material weaknesses and significant deficiencies to determine if any items reasonably should have been reasonably identified by the independent audit firm.•Results of the 2018 PCAOB Inspection2021 Public Company Accounting Oversight Board (PCAOB) inspection report issued in April 2020.November 2022. •The risk associated with the independent audit firm based on their financial stability, compliance with applicable laws and professional standards, pending litigation or judgments against the independent audit firm, and results of applicable independent audit firm inspections. Level of service provided by the independent audit firmResults of annual satisfaction surveys distributed to the Committee and management with high interactions with the independent audit firm.Alignment with Exelon’s core values•ALIGNMENT WITH EXELON’S CORE VALUES •Whether the independent audit firm’sfirm and onsite team demonstratesdemonstrate a commitment to diversity, equity, and inclusion (DE&I)(DEI) aligned with Exelon’s core values.•Annual DE&IDEI assessment of third-party finance vendors by management led to firm’sPwC’s appointment to DE&Ithe DEI honor roll for 9ththe twelfth consecutive year.Good faith negotiation of fees•LEVEL OF SERVICE PROVIDED BY THE INDEPENDENT AUDIT FIRM •Results of annual assessment distributed to the Committee and management with frequent interactions with the independent audit firm.•Open access to and engagement with PwC subject matter experts providing valuable insights on matters important to Exelon.GOOD FAITH NEGOTIATION OF FEES •Robust biennial fee negotiationsnegotiation process.•ReviewReasonableness of fees incurred for reasonableness against the annually approved fees and reported current fee estimates provided to the Committee quarterly.38Exelon 2021 Proxy Statementwww.exeloncorp.com 43 AUDIT COMMITTEE MATTERS IndependenceAudit MattersIn addition, to the four assessment areas above, the Committee also engaged in an assessmentassessed PwC’s independence based on review of PwC’s independence controls through the provision of its required communications in addition to the independence demonstrated by PwC throughand forthright, candid and prompt communications in general, and on related independence matters, when needed. Audit Committee found PwC to be independent from the Company and its management and appointed the firmPwC as its independent auditor for 2021.If shareholders fail2024.TenurePwC has served as the Company’s independent auditor since 2000. In considering the tenure of PwC as our independent auditor, the Committee carefully considers the benefits of a long tenure in light of the robust controls in place to ratifysafeguard independence.Benefits of Tenure Key Independence Controls •Enhanced Audit Quality. PwC’s deep familiarity with the utilities industry and Exelon’s businesses and operations, accounting policies and practices, and internal controls over financial reporting is valuable to the Company and its shareholders.•Continuity Mitigates Disruption Risk. Onboarding a new independent auditor would require extensive education and significant time and resources for the new auditor to obtain a comparable level of familiarity with our business and control framework. Such a disruption could potentially distract from management’s focus on other matters•Continuity of Non-Audit Work. A new independent auditor would also disrupt non-audit workflows and could create conflicts related to consulting contracts on other matters.•Efficient Audit Plans. PwC’s knowledge of our business and control framework allows it to develop and implement efficient and innovative audit processes, enabling the provision of services for fees considered by the Committee to be competitive.•Committee Oversight. The Committee and its Chair hold regular executive sessions with the independent auditor during which the Committee discusses the scope of PwC’s audit, any problems or difficulties encountered or observations made.•Lead Partner Rotation. PwC’s institutional knowledge and experience is balanced by the fresh perspective delivered by changes in the audit team resulting from mandatory audit partner rotation and routine turnover within the team that provides for new perspectives. The Committee is directly involved in the consideration and selection of its lead engagement partner.•Limits on non-audit services. The Committee has exclusive authority to pre-approve non-audit services and determine whether such services are consistent with auditor independence.•Independence assessment. On at least an annual basis, PwC provides the Committee reports regarding independence; conducts periodic internal reviews of its audit and other work and assesses the adequacy of partners and other staff serving the Company’s account consistent with independence requirements.•Regulatory Controls. PwC is an independent registered public accounting firm and is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight.Selection of Lead Engagement PartnerThe ARC oversees the process for, and ultimately approves, the appointment of our independent auditor’s lead engagement partner at the Audit Committeefive-year mandatory rotation period. In evaluating and selecting a lead audit partner, the ARC provides selection criteria to which PwC responds with a roster of qualified candidates who will then be interviewed by members of the ARC and senior management including the Chief Financial Officer and Chief Accounting Officer. The ARC will then discuss the candidates with the current lead engagement partner and ultimately approve the individual. In 2023, the ARC approved a new lead engagement partner who will shadow the current lead engagement partner through 2024 and commence service on the Company’s audit in 2025. The process for selecting a new lead engagement partner was fulsome and allowed for thoughtful consideration of multiple candidates, each of whom met a list of specified industry and personal criteria, including diversity of thought and background and experience with complex global clients.Request for Shareholder RatificationAs a matter of good corporate governance, the Board submits the selection of its independent audit firm to shareholders for ratification each year. If the selection of PwC is not ratified by shareholders, the ARC will reconsider its selection, but no assurance can be given that the Audit Committee will change the appointment. Even if the selection of PwC is ratified, the Audit and Risk Committee may appoint a different independent audit firm at any time if it determined that such a change would be appropriate.Representatives of PwC will participate in the annual meeting to answer questions and will have the opportunity to make a statement.New Lead Engagement PartnerThe Committee was directly involved in the consideration, and selection of a new lead engagement partner and oversaw the execution of a seamless transition to the new lead engagement partner, who assumed the role in January 2021.44 Exelon 2024 Proxy StatementAudit MattersCritical Audit MattersIn conformance with Public Company Accounting Oversight Board rules, the Committee reviewed and discussed with PwC threeone critical audit mattersmatter arising from the current period audit of Exelon’s financial statements. Critical audit matters (CAMs) are defined to be any matter arising from the audit of the financial statements that was communicated or required to be communicated to the Audit CommitteeARC and that 1) relate to accounts or disclosures that are material to the financial statements and 2) involve especially challenging, subjective, or complex audit judgment. The Committee concurred with PwC’s assessment and identification of the CAMs contained in its Audit Report included within Exelon’s 20202023 Annual Report on Form 10-K.Fees Subject to Pre-approvalPre-Approval of Audit and Non-Audit ServicesThe ARC has adopted a PolicyPursuant to for Pre-Approval of Audit and Non-Audit Services Provided by the Audit Committee’sIndependent Auditors (Policy) that includes pre-approval policy,requirements for the Committee pre-approves all audit and non-audit services to be provided by PwC. All audit and non-audit services provided by PwC in fiscal years 2023 and 2022 and related fees were approved in advance by the independent auditor taking into accountARC. The Committee considered the nature, scope, and projected fees of each service as well as any potential implications for auditor independence.The policyPolicy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the Audit Committee may prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted non-audit services are considered for pre-approval by the Audit Committee on an annual basis.For any services not covered by these initial pre-approvals, Further, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair with respect to pre-approve any audit or permitted non-audit service with fees in amounts less than $500,000.services up to a limit of $500,000 per engagement. Services with fees exceeding $500,000 require full Committee pre-approval. The Audit CommitteeARC receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. auditor with related fees.No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC’s rules.Independent Auditor FeesThe ARC is responsible for the audit fee negotiations associated with the company’s retention of PwC. The below table presents aggregate fees billed for professional audit and other services rendered by PwC for the two most recent fiscal years. Year EndedDecember 31,(in thousands) 2023 2022 Audit Fees1$ 14,220 $ 15,269 Audit Related Fees2— 225 Tax Fees3590 662 All Other Fees42,128 2,666 Total: $ 16,938 $ 18,822 1.Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation.2.Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of Exelon’s annualthe financial statements, audits of stand-alone financial statements or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations.3.Tax fees consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities.4.All other fees primarily reflect system implementation quality assurance services, some of which will be allocated to Constellation Energy Group pursuant to separation-related services agreements, but also include fees incurred in connection with the years ended December 31, 2020 and 2019, and fees billed for other services renderedreceipt of an SEC subpoena requesting information related to the facts underlying the deferred prosecution agreement entered into by PwC during those periods. Year Ended December 31, (in thousands) 2020 2019 Audit fees(1) $ 25,340 $26,604 Audit related fees(2) 926 1,569 Tax fees(3) 790 2,161 All other fees(4) 1,482 738 Total: $ 28,538 $31,072 (1)Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation.www.exeloncorp.com 39www.exeloncorp.com 45 AUDIT COMMITTEE MATTERS (2)Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements, audits of stand-alone financial statements or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations.(3)Tax fees consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities.(4)All other fees primarily reflect system implementation quality assurance services but also include fees incurred in connection with the receipt of an SEC subpoena requesting information related to the facts underlying the deferred prosecution agreement entered into by ComEd, and accounting research software license costs.Audit MattersReport of the Audit and Risk CommitteeManagement has primary responsibility for preparing the Company’s financial statements and establishing effective internal controls over financial reporting. PricewaterhouseCoopers LLP (PwC), the Company’s independent auditor for the year ended December 31, 2020,2023, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal controls over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.TheCommittee.During fiscal year 2023, as part of the Audit Committee has reviewedand Risk Committee’s oversight function, the Committee:•Reviewed and discussed with management and PwC the Company’s annual audited financial statements, for the year ended December 31, 2020, including the critical accounting policies applied by the Company in the preparation of these financial statements, and PwC’s evaluationassessment of the Company’seffectiveness of internal control over financial reporting. The Audit Committee has alsoreporting, and quarterly financial statements with management and with PwC;•Reviewed related matters and disclosure items, including the Company’s earnings press releases, and the processes by which the Company’s Chief Executive Officer and Chief Financial Officer certify the information contained in its quarterly and annual filings;•Reviewed and discussed with management, the internal auditor, and the independent auditor, as appropriate, the audit scopes and plans of both the internal auditor and the independent auditor;•Inquired about significant business and financial reporting risks, reviewed the Company’s policies for risk assessment and risk management, and assessed the steps management is taking to control these risks;•Met in periodic executive sessions with each of management, the internal auditor, and the independent auditor to discuss the results of the examinations by the independent and internal auditors, their evaluations of internal controls, and the overall quality of the Company’s financial reporting, and any other matters as appropriate;•Discussed with PwC the matters required to be discussed pursuant toby the applicable requirements of the PCAOB standards and had the opportunity to ask PwC questions relating to such matters. PwC has provided to the Audit CommitteeSEC;•Received the written disclosures and PCAOB-required letter regarding its communications withfrom PwC required by applicable requirements of the Audit Committee concerningPCAOB regarding independence and discussed with PwC their independence and related matters. Based on this review and discussion, and a review of the Auditnon-audit services provided by PwC during 2023, the Committee has discussedbelieves that the firm’s independenceservices provided by PwC in 2023 are compatible with, PwC.In reliance on these reviews and discussions, and other information considered by the Committee in its judgment, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Exelon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020,2023, for filing with the SEC.THE AUDIT COMMITTEEAnthony Anderson, ChairAnn BerzinLaurie BrlasThis report is provided by the following independent directors, who constitute the Audit and Risk Committee:Paul Joskow40Exelon 2021 Proxy Statement
Marjorie Rodgers Cheshire
Linda Jojo
Anna RichoMatthew Rogers46 Exelon 2024 Proxy StatementExecutive CompensationPROPOSAL3Say-on-Pay: Advisory Vote on Executive CompensationWe provide shareholders with a say-on-pay vote every year at the annual meeting of shareholders. While the vote is non-binding, the Board and the Talent Management and Compensation Committee take the results of the vote into consideration when evaluating the executive compensation program. Accordingly, you may vote to approve or not approve the following advisory resolution on the compensation of the named executive officers at the 2024 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 2024 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables and disclosure.Compensation
Say-on-Pay: Advisory Vote on Executive CompensationWe provide shareholders with a say-on-pay vote every year at the annual meeting of shareholders. While the vote is non-binding, the Board and Compensation and Leadership Development Committee (referred to herein as the “Compensation Committee”) take the results of the vote into consideration when evaluating the executive compensation program. Accordingly, you may vote to approve or not approve the following advisory resolution on the compensation of the named executive officers at the 2021 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 2021 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.The Board recommends a vote “FOR”“FOR” the approval of the compensation paid to the Company’s named executives, as disclosed in this proxy statement.
www.exeloncorp.com 41www.exeloncorp.com 47 OverviewThis CD&A discusses Exelon’s 20202023 compensation for our named executive officers (or NEOs) comprising our CEO, CFO, and the three other most highly compensated executive officers serving as of the end of 2020.2023. These officers are referred to as our NEOs and are listed below.CHRISTOPHERJOSEPH NIGROWILLIAM VONCALVIN G.KENNETH CORNEWCRANE
Calvin G. Butler, Jr.President & Chief Executive Officer, ExelonSr. Executive ViceHOENE, JR.BUTLER JR.Sr. 
Jeanne JonesExecutive Vice PresidentPresident andPresident andSr. Executive ViceSr. Executive Viceand Chief CommercialChief ExecutiveFinancial Officer, ExelonChief Financial
Gayle LittletonExecutive Vice President and Chief Legal Officer, Exelon
David GlocknerExecutive Vice President, Compliance, Audit and CEO,Risk, ExelonOfficer; President and CEO,
Gil QuinionesChief Executive Officer,OfficerStrategy OfficerExelon UtilitiesExelon Generation ComEdEachCompensation Philosophy and ObjectivesThe goals of our executive compensation program are to motivate executives to achieve long-term success, grow shareholder value and to encourage the above NEOs serve as executive officersretention of key talent. The Talent Management and Compensation Committee (TMCC or Committee) sets challenging performance metrics that are tied to the Company as of the date of this Proxy Statement; however, as previously disclosed, Mr. Cornew and Mr. Von Hoene, Jr. will each depart the company as of March 31, 2021. Additional details about their separations are included on page 64.2020 Company Performance HighlightsDespite the profound impact of COVID-19 pandemic on our customers, employees and communities, we delivered strongCompany’s financial and operational performance in 2020.Maintained industry leading operational excellenceObjective Practices that Support this Philosophy ACCOUNTABILITY AND LONG-TERM PERFORMANCE •All Utilities achieved best-ever scores in customer satisfaction• Each utility scored in the top decile for SAIFI with ComEd and PHI achieving best-ever performance• Each utility scored in the top quartile for CAIDI ComEd achieving best-ever performance• Nuclear operations set second highest record capacity factorshareholder returns and payouts and supporting the execution of 95.4%Met or exceeded our financial commitments• Delivered adjusted operating earnings* of $3.22 exceedingExelon’s business strategy over multi-year periods to drive the mid-pointsuccess of our original guidance range of $3.00 – $3.30•Over $400M in cost savings helped mitigate impacts of COVID-19, weather,We set target performance levels that are challenging, but reasonably achievable, and storms• Invested over $6.6B at our utilities to replace aging infrastructure to improve reliability for customers• 2020 TSR of -3.94% and three-year TSR of 18.59%Executive Compensation Highlights• The Compensation Committee made NO changes are aligned to the goals we communicate to investors.•Incentive compensation is tied to Exelon’s overall company performance; for Utility executives, the majority of their annual incentive is tied to utility-specific results.INVESTOR ALIGNMENT •We engage directly with shareholders and will initiate responsive actions when appropriate.•Executive stock ownership requirements align the long-term interests of our executives with our shareholders.•The Committee may exercise discretion when necessary to align actual payouts with business performance and shareholder returns.BALANCE •Our design balances short-and long-term objectives as well as financial and operational goals or targets underto motivate measured, but sustainable and appropriate, risk-taking.•Annual incentive awards recognize the annual orachievement of short-term goals, while equity awards encourage our executives to deliver strong, long-term incentiveresults.COMPETITIVE •Competitive compensation programs after they were approved in February 2020.• Consistentis provided to attract, engage, and retain talented executives with prior years,a strong track record of success, assuring a high-performing and stable executive leadership team.•Our compensation program considers the Committee evaluated each earnings adjustment, both positivesize and negative,complexity of Exelon’s business, peer group market data, internal equity considerations, experience, succession planning, performance, and approved 2020 performance results forretention.48 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)2023 Compensation Program StructureIn keeping with Exelon’s executive compensation philosophy and objectives, the TMCC oversees the design of the executive compensation program comprising fixed and variable compensation elements as summarized below.The following table provides a summary of the compensation program for each of our NEOs. Since Mr. Quiniones is the CEO of ComEd, his AIP goals differ from the other NEOs’ goals by including a mix of Adjusted (non-GAAP) operating EPS and ComEd-specific operational goals.Pay Element Form Measurement/Performance Purpose Salary Cash Merit Based Attracts and retains top talent through fixed income at competitive, market-based levels. Annual Incentive Plan (AIP) ofCash 60%- Adjusted (non-GAAP)operating EPS*
15%- Outage Duration (SAIDI)
15%- Outage Frequency (SAIFI)
10%- Customer Satisfaction Index*Responsible Business (formerly ESG) Modifier (-/+10%)Motivates executives to achieve key financial and operational objectives using adjusted (non-GAAP) operating EPS* and operational goals that reflect our commitment to remain a leading energy provider. Also rewards the achievement of $3.08, reduced from adjusted operating earnings* of $3.22 per sharestrategic goals related to reflect the exclusion of $0.14 of unrealized gain from equity investments. For 2020, adjusted EPS* also excluded certain COVID-19 related expenses (See Appendix A for more detail).DEI and sustainability.2020 AnnualLong-Term Incentive Plan payout:101.21%2018 – 202067%
Performance ShareProgram payout:63.65%33.4%- Exelon CFO/Debt*
33.3%- Exelon Net Income*
33.3%- Utility Earned ROE*(Based on cumulative performance over
3-year cycle for Exelon Net Income*
defined as adjusted (non-GAAP) operating earnings and 3-year average for Exelon CFO/Debt* and Utility Earned ROE*; subject to a 3-year TSR Modifier)Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship.Rewards the relative achievement of financial goals and Exelon’s total shareholder return (TSR) as compared with the TSR of utility peers (UTY) over three-year period (TSR Modifier).* See Definitions of Non-GAAP measures in Appendix A at page 79.For detailed information about our response to the COVID-19 pandemic, see page 9.42Exelon 2021 Proxy Statement33%
Restricted Stock UnitsTime-based award vests one-third peryear over 3 years; no performance metricsBalances LTI portfolio by providing executives with market competitive time-based awards. www.exeloncorp.com 49 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Alignment between Business Strategy & CompensationExelon’s Value Proposition,value proposition, as articulated below inacross five strategic business objectives, reflectreflects our continued focus on key strategic initiatives that are expected to drive strong operational and financial performance. The table below demonstrates the strong linklinkage between Exelon’s Value Propositionvalue proposition and the compensation components or metrics that are used in our executive compensation program.20202023 Strategic
Business ObjectiveObjectives
Compensation
Component or Metric20202023 Performance HighlightsAIP LTIP 
OPERATIONAL EXCELLENCE TO SUPPORT ACHIEVEMENT OF FINANCIAL OBJECTIVES OUTAGE DURATION, OUTAGE FREQUENCY, & CUSTOMER SATISFACTION All utilities had high performing reliability, with ComEd and PECO achieving best-on-record SAIDI and SAIFI performance. 1 
Utility EPS risingGROWTH OF 6-8% and rate base growth of 7.3% annually through 2023
FROM 2022 - 2026AIP MetricUTILITYEXELON NET INCOMELTIP Metric
• Operating EPSAdjusted (non-GAAP) operating EPS* of $3.22 exceeded$2.38, exceeding the mid-pointmidpoint of the original 2020 guidance with utilities contributing $2.02• BGE & PHI filed their first ever multi-year rate plans in Maryland; BGE’s plan was approved in December 20202
Support utility growth, debt reductionSUPPORT UTILITY GROWTH, DEBT REDUCTION AND THE DIVIDENDEXELON CFO/DEBT* Issued $142M of equity to support a balanced funding strategy in support of a strong balance sheet and the dividendEXELON FFO/DEBT*LTIP Metric• Achieved $400 millionpaid out $1.44 per share of savings across the organization to help offset the impacts of COVID-19, weather and storms• Togetherdividends in alignment with previously announced cost savings, Exelon has demonstrated effective cost management, having achievedour total savings of over $1.3 billion since 20153
Invest in utilities where we can earn an appropriate returnINVEST IN UTILITIES WHERE WE CAN EARN AN APPROPRIATE RETURNUTILITY EARNED ROE* LTIP Metric• Invested approximately $6.6$7.3 billion at our electric and gas companies to replace aging infrastructure and enhance reliability and resiliency for the benefit of customers4
Superior operationalCREATE SUSTAINABLE VALUE FOR SHAREHOLDERS BY EXECUTING BUSINESS STRATEGYRESPONSIBLE BUSINESS MODIFIER RELATIVE TSR MODIFIER The Company met all of the DEI goals and sustainability initiatives established for 2023 at target.Outperformed the UTY by 1.76% for the 2022 to 2023 period with Exelon’s TSR at -6.81%.50 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)CEO EvaluationThe Board of Directors conducts a robust annual assessment of the CEO’s performance. For 2023, the CEO provided the Board with a self-assessment; the Board Chair and Chair of the Corporate Governance Committee conducted meetings with each of the independent directors to solicit feedback on the CEO’s performance; the independent directors met in executive session to discuss CEO performance; and the Board Chair and Chair of the Corporate Governance Committee then provided a summary of the feedback to the CEO.CEO Pay for Performance Alignment
The Talent Management and Compensation Committee and the independent Directors of the Board approved the following compensation for Mr. Butler in December 2022 for 2023 upon his promotion to the role of President and CEO. A significant portion of Mr. Butler’s total direct compensation is in the form of long-term incentives at 72.7%, which is consistent with the compensation of CEOs in Exelon’s peer group.Base Salary: Effective December 31, 2022, Mr. Butler’s base salary was $1,250,000.AIP Award Payout: Payout for 2023 performance to support achievementresults based on Exelon’s above target performance of financial objectivesOPERATIONAL METRICSOutage duration (CAIDI),outage frequency (SAIFI),nuclear fleetwide capacityfactor and dispatch match areperformance measures for AIP• All Utilities achieved first quartile operating performance in outage duration and frequency. Customer service remains129.48%.2021-2023 Performance Share Payout: Performance, inclusive of the TSR modifier was above target at top quartile across all utilities with BGE, ComEd and PECO delivering service in top decile• Exelon’s nuclear owned and operated fleet achieved a second-highest ever capacity factor of 95.4%**5Create sustainable value for shareholders by executing business strategyRELATIVE TSRModifier for PerformanceShare award for LTIP• Selected 10 start-ups as part of the first round of $20 million Climate Change Investment Initiatives (2c2i), 50% are minority- or women-owned, 60% of the projects focus on greenhouse gas mitigation and the others focus on resiliency and adapting to the changing climate environment• On track to meet operations-driven GHG emission reduction goal to further our best-in-class operator status and support sustainable long-term value creation* See Definitions of Non-GAAP measures in Appendix A at page 79.** Excludes EDF’s equity ownership share of the CENG joint venture.Shareholder EngagementThe Talent Management and Compensation Committee regularly reviews executive compensation, taking into consideration input received through Exelon’s regular and ongoing engagement with investors. Feedback is solicited throughoutover the course of the year through our ongoing shareholder engagement program and in connection with the annual meeting of shareholders andshareholders. During 2023, Exelon engaged with a significant cross-section of our shareholder base, representing approximately 42% of Exelon’s outstanding shares with independent director participation on some calls. Feedback from all discussions was shared with the Compensation Committee’s review ofappropriate Board Committee and/or the executive compensation program.full Board.3-Year AverageSay-on-Pay Support92%3-YEAR AVERAGE
SAY-ON-PAY SUPPORT:93.6%As discussed on page 26, during 2020, Exelon engaged with a significant cross-section of our shareholder base, representing approximately 30% of Exelon’s outstanding shares. The Chairs of Exelon’s Compensation and Governance Committees participated in select investor discussions in 2020. Feedback from all discussions was shared with the appropriate Board Committee and/or the full Board.in general expressed theiroverall approval of the ongoing executive compensation program and did not request any significant changes during our engagement conversations. One suggestion received was to consider the addition of a human capital management or diversity metric. In response, senior leadership and the Compensation Committee are currently exploring the feasibility of including a diversity, equity, and inclusion (DE&I) set of performance metrics to be linked to the AIP for executive officers in the 2022 annual incentive program. Based on feedback received, investors remain supportive overall of Exelon’s executive compensation program and design, as demonstrated by our 2020the 2023 say-on-pay vote resultresults of 93.59%. Some investors also expressed support for the addition of 93.2%an ESG-focused metric as part of the AIP. For 2023, the TMCC approved a change to the 2023 AIP design to include a modifier that aligns and reinforces the Company’s focus on diversity, equity and inclusion and advancing our sustainability goal of 2030 Path to Clean. The 2023 Responsible Business Modifier may increase or decrease the overall annual incentive payout up to ±10%.www.exeloncorp.com 43www.exeloncorp.com 51 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Compensation Philosophy and ObjectivesThe 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 Value Proposition and strategic business objectives as described above.The Compensation Committee strives to set challenging performance targets that drive and motivate executives to achieve long-term success, shareholder value, and to help ensure key talent is retained. The Committee selects performance metrics that are tied to the Company’s financial strategies and are proven measures of long-term value creation. Financial targets are based on our internal business plans and external market factors. Our executive compensation program has been designed to align the incentives of our leaders with the interests of our shareholders using metrics and goals directly linked to the Company’s strategy and performance.Each element of total direct compensation is based on market data, the executive’s competencies and skills, scope of responsibilities, experience and performance, retention, succession planning and organizational structure of the businesses.Objectives1Alignment with ShareholdersCompensation is directly linked to performance and is aligned with shareholders by having approximately 82% of NEO pay at risk in both short-and long-term incentives.2Manage for the Long-TermThe Board oversees management in alignment with the long-term interests of the Company and its shareholders. Our compensation program supports the execution of Exelon’s Value Proposition over multi-year periods to drive the success of our long-term strategy.3Market CompetitiveOur NEOs’ pay levels are set by taking into consideration multiple factors including the size and complexity of Exelon’s business, peer group market data, internal equity comparisons, experience, succession planning, performance and retention.4Extensive Shareholder EngagementWe engage directly with shareholders and take responsive actions to improve our compensation programs based on year-round feedback.5Stock Ownership GuidelinesExecutives are required to meet and maintain significant stock ownership guidelines. Since 2016, our CEO has been required to own 6x of his base salary, while other NEOs are required to own 3x of their base salary. All NEOs own at least 200% of their required stock ownership guidelines. See page 55 for details.6BalanceThe portion of NEO pay at risk rewards the appropriate balance of short-and long-term financial and strategic business results. The compensation program is structured to motivate measured, but sustainable and appropriate, risk-taking.CEO Pay for Performance AlignmentThe Compensation Committee and Board approved the following compensation for the CEO. Consistent with prior years, 78% of the CEO’s total target direct compensation for 2020 was in the form of long-term incentives, which is nearly 5 percentage points more than the average in our benchmarking peer group consisting of general industry and energy services companies.
2020 Base SalaryBase salary was unchanged at $1,293,000.2020 AIP Award Payout and Target AdjustmentAIP target was held flat at 145% of salary; payout for 2020 performance results was above target at 101.21%.2018-2020 Performance Share PayoutThree-year performance, inclusive of the TSR modifier was below target at 63.65%.Over the last three years, CEO pay as reflected in the Summary Compensation Table decreased at an annualized rate of 1.0% from $15.6 million to $15.2 million, while Exelon’s TSR increased at an annualized rate of 5.8%.44Exelon 2021 Proxy Statement
Analysis (CD&A) COMPENSATION DISCUSSION & ANALYSIS 2020 Compensation Program StructureIn keeping with Exelon’s executive compensation philosophy and objectives, the Compensation Committee designed Exelon’s 2020 compensation program to be composed of fixed and variable elements summarized below.PayElementFormPerformanceShareholder Alignment:
Merit Based• Fixed income at competitive, market-based levels attracts and retains top talent.
• Adjusted (non-GAAP) Operating EPS(1) (70%)• Operational Goals (30%)• Outage Duration• Outage Frequency• Nuclear Fleetwide Capacity Factor(2)• Dispatch Match• Motivates executives to achieve key annual financial and operational objectives using adjusted (non-GAAP) operating EPS* and operational goals that reflect our commitment to remain a leading energy provider
(Cumulative Performance over 3-year cycle)2020 – 2022 Scorecard:• Utility Earned ROE(1) (33.3%)• Utility Net Income (33.3%)• Exelon FFO/Debt(1) (33.4%)Subject to TSR Cap & TSR Modifier• Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship• Rewards relative achievement of financial goals and stock price compared to utility peers (UTY) over three-year period (TSR Modifier)• Payouts capped if absolute TSR is negative for the last 36 months of the performance cycle (TSR Cap)
Vest one-third per year over three years• Balances LTI portfolio providing executive with market competitive time-based award(1)See Definitions of Non-GAAP measures in Appendix A at page 79.(2)Capping feature on Nuclear Fleetwide Capacity Factor metric adjusts for lower spot pricing for energy and ensures that this metric is self-funding. For every incremental dollar the Company makes after achieving target performance, participants receive half.When evaluating whether to make any adjustments to base salary, the Talent Management and Compensation Committee considers a number of factors including the outcome of the annual merit review and results of the annual market assessment of NEO and CEO compensation provided by the Committee’s independent compensation consultant,consultant. The TMCC also takes into account the need to retain an experienced team along with job promotion,promotions, individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, market competitiveness and other legacy matters.NEOs. The Compensation CommitteeFor the CEO’s compensation, the TMCC recommends CEO compensation to the independent members of the Board. For the NEOs’ compensation, the TMCC sets base salaries for each NEO (other than CEO), which may be adjusted following an annual review. Base salary adjustments are effective as of March 1 each year. In January 20202023 as part of its annual review, the Compensation Committee approved a 2.5%4% increase in base salary in line with prior years for each NEOall NEOs, except for Mr. Butler Jr., who received a larger increasewhose 2023 compensation was approved in connection withDecember 2022 for his promotion in December 2019. All promotion-related adjustments were based on market data for Mr. Butler Jr.’s role.CEO. Forto the CEO’s compensation, the Compensation Committee makes recommendations which are reviewedrole of President and approved by the independent directors of the Board. In January 2020, the Compensation Committee recommended Mr. Crane’s base salary be held flat based on the annual market assessment conducted by the independent compensation consultant, Meridian Partners. Base Salary as of Base Salary as of NEO March 1, 2019 March 1, 2020 Crane $1,293,000 $1,293,000 Nigro 794,375 814,234 Cornew 928,332 951,541 Von Hoene, Jr 931,484 954,771 Butler Jr. 553,280 700,000 www.exeloncorp.com 45 COMPENSATION DISCUSSION & ANALYSIS AIP OverviewThe AIP is an annual cash incentive program that provides our NEOs the opportunity to receive an annual cash award based on the achievement of predetermined financial and operational goals.The AIP incorporates a single financial metric (adjusted (non-GAAP) operating EPS*) and operational metrics that are aligned with the focus on driving outstanding customer experiences. The 2023 AIP design replaced Customer Average Interruption Duration Index (CAIDI) with System Average Interruption Duration Index (SAIDI), which provides a better measure of grid reliability and is the metric used forby regulators to assess Exelon’s performance. The operational metrics continue to include measurements of the 2020frequency of outages (SAIFI), as well as a customer satisfaction metric.The following table provides a summary of the 2023 AIP program included:metrics for each of our NEOs other than Mr. Quiniones.Metrics What it isWhy it is ImportantPurpose
Financial Goals
(60%)Adjusted (non-GAAP) Operating EPS*
(60%):The Company’s net income from ongoing business activities divided by average shares outstanding during the year and adjusted to exclude certain costs, expenses, gains and losses, and other specified items. Supports commitment to provide solid returns to our shareholders and to support and grow our dividend. 
Operational Goals
(40%)Outage Duration (CAIDI)
(SAIDI) (15%):Measure of the total numberduration of customer interruption minutessustained interruptions divided by the total number of customers served.ProvidingSupports commitment to providing reliable power and quickly responding to interruptions, iswhich are essential to operations and customer satisfaction.Outage Frequency (SAIFI)
(15%):Measure of the total number of customer interruptions divided by the total number of customers served. DependableSupports commitment to dependable infrastructure and reliable power, which are essential to operations and customer satisfaction.Nuclear Fleetwide Capacity FactorCustomer Satisfaction Index (10%):An index score for each customer segment is computed by averaging the mean ratings from three measures: overall satisfaction, meeting expectations and overall favorability.
The weighted average ofSupports commitment to meeting 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.Efficient operationneeds and expectations of our nuclear fleet maximizes cost-efficiency and delivery of clean, reliable energy.customers with best-in-class service.Modifier (+/-10%) Dispatch MatchResponsible Business Modifier (+/- 10%):Based on outcomes from environmental and social measures directly aligned to Exelon’s progress on its Path to Clean and DEI goals.
Measures the responsiveness of a fossil generating unitSupports commitment to environmental and DEI measures directly aligned to the market.Providing sufficient power during peak times ensures we satisfy the needs ofcommunities that Exelon serves, our customers.employees, and external stakeholders.Since Mr. Quiniones is CEO of ComEd, his 2023 AIP program metrics are 25% adjusted (non-GAAP) operating EPS* and 75% goals specific to ComEd’s financial and operational performance (listed below).•25% Operating NetIncome*•20% Total O&M Expense•5.0% Outage Frequency (SAIFI)•5.0% Outage Duration (SAIDI)•5.0% First Contact Resolution•5.0% Customer Satisfaction Index•5.0% EIMA Reliability Metrics Index•2.5% Value Based Engagements•2.5% Safety Best Practices52 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)AIP Goal Setting ProcessExelon’s goal-setting process employs a multi-layermulti-layered 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 Objectives — 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•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•Shareholder Expectations- Goals are aligned with externally communicated financial guidance and shareholder expectations•Strategic Objectives- Near- and intermediate-term goals are aligned with long-term aspirations•Sustainable Sharing- Earned awards reflect a balance of shared benefits for shareholders and participantsThe Compensation CommitteeTMCC annually reviews AIP components, targets, and payouts to ensure that they are challenging contain appropriate stretch, and are designed to mitigate excessive risk taking. The CommitteeTMCC considers short- and long-term financial and operational results relative to our internal goals. Goals for the AIP, including adjusted (non-GAAP) operating EPS*, are set in January/early February around the same time that Exelon provides full-year guidance for EPS and other key financial metrics.No changes due to COVID-19. 2020 AIP targets were not adjusted as a result of COVID-19 as the Compensation Committee decided to maintain the original incentive targets established in February 2020.*See Definitions of Non-GAAP measures in Appendix A at page 7946 Exelon 2021 Proxy Statement
Each financial and operational goal includes “threshold,” “target,” and “distinguished” performance levels. COMPENSATION DISCUSSION & ANALYSIS The Compensation Committee used the following process to determine 2020 AIP awards made to each NEO:Beginning of Performance Year
After End of Performance Year
1 Set Individual AIP
Targets 2 Set Performance
Goals 3 Apply Performance
Multiplier 
• Expressed as percentage of base salary, as of 12/31/19• CEO annual incentive target of 145%; other NEO annual incentive targets range from 90% to 100%• Set target goal for adjusted (non-GAAP) operating EPS* (70%Financial Goals (60%)• Set targets for achievement of certain operational goals (30%)• Goals include Threshold, Target, and Distinguished performance levels• Performance multiplier is a measure of performance against each goal as a percentage of target• Multiply the target award by the performance multiplier• Award can range from 0% to 200% of target (target of 100%)2020 AIP Performance and Payout DeterminationsThe following table details the 2020 threshold, target, and distinguished or maximum performance goals, and the results achieved. The Performance Multiplier for 2020 AIP awards was calculated to be 101.21% of target, based on the following: Performance Scale Performance Performance Threshold Target Distinguished Relative to as % of Weighted AIP Metrics: (50% payout) (100% payout) (200% payout) Target Target Performance 
Adjusted Operating EPS* 
75.00% 52.50% 
CAIDI 
200.00% 15.00% 
SAIFI 
176.92% 13.27% 
Fleetwide Capacity Factor 
122.56% 9.19% 
Dispatch Match 
150.00% 11.25% Payout: 101.21% The following table shows actual AIP payout amounts awarded to Exelon’s NEOs: AIP Target (as % of Dollar Value of Performance Actual NEO Base Salary) AIP Target Multiplier Award Crane 145% $1,874,850 101.21% $1,897,536 Nigro 95% 773,522 101.21% 782,882 Cornew 100% 951,541 101.21% 963,055 Von Hoene, Jr 100% 954,771 101.21% 966,324 Butler Jr. 90% 630,000 101.21% 637,623 *See Definitions of Non-GAAP measures in Appendix A at page 79.www.exeloncorp.com 47 COMPENSATION DISCUSSION & ANALYSIS AIP Goal RigorAdjusted (non-GAAP) Operating EPS* (70%). Building on past goal rigor, the Compensation CommitteeTMCC set an adjusted (non-GAAP) operating EPS* AIP target for 20202023 at $2.36, with a range, which range was“distinguished” goal set to begin above the mid-point of the original 2020 EPS guidance and end at $3.22 adjusted earnings per share (actual operating EPS results for 2019). “Distinguished” goals were set substantiallysignificantly above the upper end of Exelon’s full-year EPS guidance.AdjustedThe following table depicts Exelon’s goal setting rigor and practice of setting the adjusted (non-GAAP) Operatingoperating EPS* Threshold Target Distinguished Guidance(1) (50%) (100%) (200%) 2020(2) $3.00 - $3.30 
2019 $3.00 - $3.30 
2018 $2.90 - $3.20 
LOOKING FORWARD…On February 24, 2021, Exelon issued 2021 financial guidance setting adjusted operating EPS* at $2.60 - $3.00.The guidance for 2021 is lower than the adjusted operating EPS* results for 2020 as a result of the impacts of the severe weather event in Texas, lower realized energy prices, and lower capacity revenues, partially offset by opportunities and growth at the utilities.For 2021, the AIP adjusted operating EPS* target is aligned with this guidance. The “Distinguished” goal is set above the upper end of Exelon’s full-year EPS guidance.Year Initial Full-Year
Guidance RangeTarget(100%)Performance as Percentage of Target 2023 $2.30 - $2.42 $2.36 133.3 % 2022 $2.18 - $2.32 $2.25 112.5 % 2021 $2.60 - $3.00 $2.87 106.7 % (1)Reflects initial full-year guidance provided during January/February of each year.(2)Even though 2020 Adjusted EPS* was $3.22, for purposes of determining the 2020 AIP payout for Exelon’s NEOs, $3.08 was used, which excludes the impact of $0.14 of unrealized gain from equity investments.Operational Goals (30%(40%). Operational “Target”target metrics for 20202023 were set at challenging levels that corresponded to top quartile performance compared to industry standards and “Distinguished” targetsstandards. Distinguished performance levels were set at “best-ever” levels that outperformto outpace the historical achievementindustry’s best-in-class performance. The following table shows the target and relative performance for each operational metric. Only one year of Company metricsdata is shown for threeOutage Duration (SAIDI) which was a new metric in 2023.AIP Operational Goals Year Target
(100%)Performance as Percentage of Target Outage Duration (SAIDI)12023 47 126.3 % Outage Frequency (SAIFI) 2023 0.59 152.9 % 2022 0.61 140.0 % 2021 0.69 160.0 % Customer Satisfaction Index 2023 8.09 75.9 % 2022 8.15 72.5 % (1)New metric in 2023Responsible Business ModifierBeginning in 2023, the Talent Management and Compensation Committee incorporated a Responsible Business Modifier into the AIP. The Responsible Business Modifier is based on a holistic evaluation by the Committee of key accomplishments and actions taken during the four operational metrics.Results from 2018, 2019year related to enterprise-wide diversity, equity and 2020 are shown below. Each performance graph showsinclusion and sustainability goals. The Committee may choose to apply the Responsible Business Modifier to adjust the payout amounts upwards or downwards by up to 10% or determine not to make any adjustments. Throughout the year, management reviewed score cards detailing qualitative and quantitative progress on those goals.www.exeloncorp.com 53 Compensation Discussion & Analysis (CD&A)2023 AIP Performance and Payout DeterminationsThe following table details the 2023 threshold, target, and distinguished or maximum performance goals, and the results achieved. The performance factor for 2023 AIP awards was calculated to be 129.48% of target for the NEOs other than Mr. Quiniones, and 125% for Mr. Quiniones as welldescribed below.AIP targets are set and expressed as a percentage of base salary. At the end of the year, the performance factor is calculated based on the weighted average of the actual results for each of the performance relativemetrics. The final AIP award is calculated by multiplying the target award by the performance factor. Final awards can range from 0% to those goals.
LOOKING FORWARD…For 2021, the “Distinguished” targets for SAIFI, Fleetwide Capacity Factor, and Dispatch Match were set at “Best Ever” levels and for CAIDI, in the first decile of industry standards.*See Definition of Non-GAAP measures in Appendix A at page 79.48 Exelon 2021 Proxy Statement
Based on a holistic review in 2023, the Committee made no adjustments based on the Responsible Business Modifier. Performance Scale Performance AIP Metrics: Threshold
(50%)Target
(100%)Distinguished
(200%) Actual
Performanceas % of
TargetWeighted
PerformanceAdjusted (non-GAAP) Operating EPS* $2.24 $2.36 $2.48 $2.38 133.33 % 80.00 % SAIDI 74 47 28 42 126.32 % 18.95 % SAIFI 0.72 0.59 0.42 0.50 152.94 % 22.94 % Customer Service 7.82 8.09 8.35 7.96 75.93 % 7.59 % Pre-ESG Modifier Performance: 129.48 % Responsible Business Modifier (90% to 110%) 100.00 % Final Performance Factor: 129.48 % The following table shows actual AIP payout amounts awarded to Exelon’s NEOs.Name AIP Target
(% of Salary)Dollar Value of
AIP Target
($)Performance
FactorActual
Award
($)Butler 140.00 % 1,750,000 129.48 % 2,265,900 Jones 90.00 % 608,400 129.48 % 787,756 Littleton 90.00 % 608,400 129.48 % 787,756 Glockner 80.00 % 516,797 129.48 % 669,148 Quiniones180.00 % 491,400 125.00 % 614,250 1.Mr. Quiniones’ AIP Performance Factor for the ComEd CEO plan was 156.57%, a material portion of which is based on ComEd performance. Based on company discretion, Mr. Quinones’ AIP award was set at 125% of target.54 Exelon 2024 Proxy Statement COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Long-Term Incentive Program (LTIP)LTIP Overview & Goal Setting ProcessThe Talent Management and Compensation Committee grants long-term equity incentive awards annually at its January or February meeting. Whenfirst regular meeting each year. Once the total target equity incentive award is determined, the value is split between RSUs (33%) and performance shares (67%). RSUs vest ratably over three years and are not subject to performance metrics. RSUs receive dividend equivalents that are reinvested in additional units and remain subject to the same vesting conditions as the underlying awards.•Restricted Stock Units (33%Impact of total award). RSUs granted to NEOs vest ratably over three years. RSUs receive dividend equivalents that are reinvested as additional RSUs and remain subject toSeparation on the same vesting conditions as the underlying RSUs. RSUs are not subject to any performance metrics.•Performance Shares (67% of total award). 2021 - 2023 LTIP AwardsPerformance shares granted to NEOs in January 2020 are typically earned based on performance achieved over a three-year period; however, under the terms of Exelon’s Long-Term Incentive Plans, the Committee is authorized to “appropriately adjust” outstanding equity-based compensation awards in the event of a spin-off transaction. In connection with the Company’s spin-off of Constellation Energy Group on February 1, 2022 (Separation), the Committee made the adjustments discussed below for the three-year period ending on December 31,2021 - 2023 performance share awards:•Target Number of Shares: The target number of shares was adjusted by using the five-day pre- and post-separation volume-weighted average prices (VWAP) of Exelon with a ratio of 1.3184.•Recalibrated Performance Scorecard:To better align with the long-range business plan for Exelon post the separation, the TMCC approved the recalibrated performance scorecard for the 2021-2023 performance award in January 2022. The performance metrics underlyingfactor for 2021 was finalized at 123.17%, and the 2020–recalibrated award had a 2-year scorecard which reflected projected performance through 2023. The plan also includes a TSR modifier reflective of 2022 and 2023 performance share awards are listed below. These are the same(performance detail can be found on pages 56-57) . The performance metrics underlyingcontinued to include Utility Net Income and Utility ROE; however, the performance shares granted since 2017.metric for Funds from Operations to Debt Ratio (“FFO/Debt”) was replaced by Cash from Operations to Debt Ratio (“CFO/Debt”). All other terms of the awards remained unchanged.The performance metrics underlying the 2021-2023 performance share awards are listed below.Performance share metrics:What it is:Why it is Important:Metrics: Utility Earned ROE* (33.3%) Utility Net Income* (33.3%) 
Definition: Earned ROE is calculated usingAggregate utility adjusted (non-GAAP) operating earnings*, reflecting all linesincluding Exelon hold-co net operating income (loss).Ratio of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year.cash from operations to total debt.Purpose: Measure of value created by utility businesses. Aligned with our strategy to invest in our utilities where we can earn an appropriate return. Utility Net Income*
Aggregate utility adjusted (non-GAAP) operating earnings*, including Exelon hold-co net operating income (loss).Measures financial performance of the Utilities.utilities. Aligned with our strategy to grow our regulated utility business.Exelon FFO/Debt* 
Funds from operations to total debt ratio.The ratio is calculated following S&P’s current methodology. Management uses FFO/Debt to evaluate financial risk by measuring the company’s ability to service debt using cash from operations.Key ratio for determining our credit rating and thereby our access to capital. Aligned with our strategy to generate free cash and reduce debt. •Setting Performance Share Targets. Performance share targets are based on external commitments and/or probabilistic modeling. The performance scale range for the Utility ROE and Utility Net Income metrics was based on the following probability levels of achievement: 95% for threshold and 5% for distinguished with the target aligned with projected performance and external commitments. The target for the Exelon FFO/Debt metric is aligned with the expectations of credit rating agencies.•Actual Targets Disclosed After Each Cycle. We do not disclose actual three-year targets used in our performance share performance cycles until each cycle is completed. We feel it is important to safeguard the confidentiality of our long-term outlook on projected performance, especially in light of changes in our industry, with our peer companies, and the overall utility and power generation markets. This policy supports the propriety of our long-standing disclosure practices to only issue annual performance guidance as part of our financial disclosure policies.•Performance Share Awards Subject to TSR Modifier and Cap. Performance share awards are subject to a TSR modifier that compares Exelon’s performance relative to the performance of the UTY index on a point by point basis. Performance share awards are also subject to a TSR cap that will limit payouts at target if TSR for the prior 36 month period is negative. (Please note that the TSR cap was modified starting with the 2020 awards to extend the measurement period to the full 36 months of each cycle. Prior awards used a measurement period of 12 months.)*See Definition of Non-GAAP measures in Appendix A at page 79.www.exeloncorp.com 49www.exeloncorp.com 55 TableCompensation Discussion & Analysis (CD&A)LTIP Goal Setting and RigorPerformance share targets are based on external commitments and performance scales aligned to industry standards. The 2021-2023 performance scale range for the Utility Earned ROE and Utility Net Income metrics were based on setting threshold performance at 90% and distinguished performance at 110% of Contents COMPENSATION DISCUSSION & ANALYSIS The Compensation CommitteeTMCC used the following process to determine performance share award targets:•Performance targets (including threshold, target, and awards:
1 Determine Performance Metrics & Individual Targets 2 Determine Performance Multiplier 3 Determine TSR Modifier 4 Calculate Final Multiplier & Apply TSR Cap (if applicable) 5 Apply Final
Multiplier (1)Beginning with the 2020-2022 performance cycle, the TSR cap will apply if TSR is negative for the prior 36-month period.Ondistinguished levels) for each of the metrics are set in January 25,or February of each performance cycle.•We do not disclose actual three-year targets used in our performance share award cycles until each cycle has been completed. We feel it is important to safeguard the confidentiality of our long-term outlook on projected performance, especially in light of changes in our industry, with our peer companies, and the overall utility market. This policy supports the propriety of our long-standing disclosure practices to only issue public annual performance guidance as part of our financial disclosure policies.•At the end of the three-year cycle, the performance factor is calculated based on the weighted average of the actual results for each of the performance metrics. As noted above, for the 2021 – 2023 cycle, the Committee approved awardsperformance metrics were measured over a two-year period,To ensure adequate rigor for the financial targets applicable to the 2021-2023 performance share award cycle, targets were aligned to Exelon’s long-range business plan and external commitments. As noted above, in connection with the Separation, the targets for each metric were adjusted in January 2022 to align with the 2022 - 2023 long-range plan of RSUs and performance shares shown in detail in the Grants of Plan-Based Awards table on page 59.2018 – 2020company.2021 - 2023 LTIP Performance and Performance Share Payout DeterminationsThe following table details the 2018 – 2020 threshold, target, and distinguished (or maximum) performance goals, and the results achieved. achieved for the 2021 – 2023 performance cycle.Performance Scale LTIP Metrics: Threshold
(50%)75% Target
(100%)125% Distinguished
(150%)Final Plan
PerformancePerformance
as % of TargetWeighted
PerformanceUtility Earned ROE* 8.1% — 9.0% — 9.9% 9.3% 116.67 % 38.85 % Utility Net Income*
(in millions)$ 2,095 — $ 2,328 — $ 2,561 $ 2,377 110.52 % 36.80 % Exelon CFO/Debt* (%) ≥12<12.5 ≥12.5<13 ≥13<14 ≥14<15 ≥15.0 12.5 % 75.00 % 25.05 % 2021 – 2023 100.70% Performance Factor The Performance Multiplier for 2018 – 2020 Performance shares awards was calculatedperformance factor is subject to be 76.01% of target (priora TSR modifier that compares Exelon’s performance relative to applicationthe performance of the PHLX Utility Sector Index (UTY) on a point-by-point basis for the full three-year performance cycle. The TSR modifier described below)is calculated by subtracting the TSR of the UTY over the same performance period from Exelon’s TSR for the period.The final factor is calculated by multiplying the performance factor x (100% + TSR Modifier). The final factor is applied to the individual’s target equity incentive award to determine the final award.For the 2021-2023 LTIP, the TMCC approved a payout of 102.48%, based on 2021 - 2023 performance and the following: Actual Award v. Performance Share Threshold Target Distinguished Metric Metric Metrics: (50%) 75% (100%) 125% (150%) Weighting Weighting Utility Earned ROE* 
33.3% 25.62% Utility Net Income* 
33.3% 25.34% Exelon FFO/Debt* 
33.4% 25.05% 2018 – 2020 Performance Multiplier: 76.01% 2022-2023 Exelon TSR (6.81%) 2022-2023 UTY TSR – (8.57%) TSR Modifier: 1.76% Performance Factor x (100% + TSR Modifier) =Overall Award Payout 100.70% x (100% + 1.76%) =102.48% 56 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)2021 - 2023 LTIP Payout DeterminationsAs discussed above, in connection with Separation, the TMCC adjusted the number of 2021 - 2023 performance shares in order to preserve the overall value of the original award. The Utility Earned ROE* and Utility Net Income* use interpolation between threshold, target and distinguished levelsnumber of performance whereasshares was multiplied by the FFO/Debt* metric usesratio of the pre-separation value of Exelon’s stock (5-day volume weighted average price (VWAP)) divided by the post-separation value of Exelon’s stock (5-day VWAP) at 1.3184. Additionally, the TMCC approved a “stair-step” approach (e.g.2021 performance factor of 123.17%, 50%, 75%, 100%, 125% or 150%) with no interpolation betweenwhich reflected the performance levels.*See Definition of Non-GAAP measures in Appendix A at page 79.502021 Exelon 2021 Proxy Statement
TSR of 41.41% relative to the UTY TSR of 18.24%.TableAdjustments to Target Performance Share Awards (made in 2022 at the time of Contents COMPENSATION DISCUSSION & ANALYSIS 
NEO Target At
Time of GrantVWAP Conversion
Factor2021 Performance Factor Adjusted Target Performance Share Award Butler 38,639 x 1.3184 x 123.17% = 62,745 Jones 5,271 x 1.3184 x 123.17% = 8,559 Littleton 19,320 x 1.3184 x 123.17% = 31,373 Glockner 21,947 x 1.3184 x 123.17% = 35,639 The following table shows how the payout formula was calculated and actual Performance sharesperformance share amounts awarded for 2018-2020: Target Performance Target Actual Award Actual Award Share Value Performance Performance (Performance Value NEO ($) Shares Factor shares) ($) Crane 7,370,000 176,541 x 63.65% = 112,368 4,871,153 Nigro 1,600,463 41,133 x 63.65% = 26,181 1,134,946 Cornew 1,955,596 51,020 x 63.65% = 32,474 1,407,748 Von Hoene, Jr 1,956,936 51,055 x 63.65% = 32,497 1,408,745 Butler Jr. 553,217 14,433 x 63.65% = 9,187 398,256 2021 - 2023 Performance Share Award PayoutsNEO Adjusted
Target Performance Share AwardPerformance
FactorFinal Award
(# shares)Award
Value($)
(Note 1)Butler 62,745 x 102.48% = 64,301 2,269,185 Jones 8,559 x 102.48% = 8,772 309,554 Littleton 31,373 x 102.48% = 32,151 1,134,622 Glockner 35,639 x 102.48% = 36,523 1,288,900 1.Award values calculated based on Exelon’s closing stock price on January 29, 2024, of $35.29.Performance Awards Settled in Common Stock and/or Cash. Cash. Pursuant to the terms of the long-term incentive program, performance share award payouts are settled in the form of 50% shares of Exelon common stock and 50% in cash, unless participants have achieved 200% or more of their stock ownership guidelines,requirement as of the measurement date of June 30, 2023, in which case performance share award payouts are settled 100% in cash. All NEOs have achieved 200% of their stock ownership target, so all performance share awards were settled in cash.Performance Share Goal RigorTo ensure adequate rigor for the financial targets applicable to the 2020-2022 performance share performance cycle, we conducted statistical simulations to understand the level of difficulty for our payout range. This included a sensitivity analysis of reasonable value ranges for several internal and external variables known to be significant drivers of performance, and an examination of historical levels of deviation of Company performance compared to plan as shown below for the two prior performance cycles.
*See Definition of Non-GAAP measures in Appendix A at page 79.www.exeloncorp.com 51www.exeloncorp.com 57 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS 
*See Definition of Non-GAAP measures in Appendix A at page 79.2020 Target Compensation for Named Executive OfficersThe table below lists the target value of the compensation elements for each NEO as of December 31, 2020. Cash Compensation Long-Term Incentives Performance Target Total AIP Target RSUs Shares Target Total Direct Base Target Total Cash [33%] [67%] LTIP Compensation Name ($) (%) ($) ($) ($) ($) ($) Crane 1,293,000 145% 3,167,850 3,630,000 7,370,000 11,000,000 14,167,850 Nigro 814,234 95% 1,587,756 788,288 1,600,463 2,388,750 3,976,506 Cornew 951,541 100% 1,903,082 963,204 1,955,596 2,918,800 4,821,882 Von Hoene, Jr. 954,771 100% 1,909,542 963,864 1,956,936 2,920,800 4,830,342 Butler Jr. 700,000 90% 1,330,000 716,100 1,453,900 2,170,000 3,500,000 52 Exelon 2021 Proxy Statement
Analysis (CD&A) COMPENSATION DISCUSSION & ANALYSIS Strong Compensation PracticesWHAT WE DO: WHAT WE DO NOT DO: 
What We Do
Pay for performance Significant stock ownership requirements for Directors and Executive Officers Cap incentive awards and conduct an annual risk assessment of the compensation programs Double-trigger for change-in-control benefits Independent compensation consultant advises the Talent Management and Compensation Committee Annually evaluate management succession and leadership development efforts Limited perquisites based on sound business rationale Clawback provisionpolicy for incentive compensation awards Annual review of Conduct analysis on gender and racial pay equity by an independent third party Engage in year-round shareholder outreach Prohibit hedging short sales, derivative transactions or pledging of Company stock Require Executive Officers to trade through 10b5-1 trading plans Annually assess our programs against peer companies and best practices Set appropriate levels of “stretch” in incentive targets
What We Don’t Do
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 Performanceperformance shares The value of LTIP awards is not included in pension or cash severance calculations No more than two years of additional credited service under supplemental pension plans since 2004 No option repricing or buyouts1Compensation DecisionsSetting Target Compensation for…Executive Officers•The Compensation Committee is responsible for overseeing the development and administration of the executive compensation program for executive officers (other than the CEO) based on several factors including input from the CEO and the independent compensation consultant retained to provide services described below.•Analyze a variety of data to gauge market competitiveness, including peer group compensation and performance data.•Total Direct Compensation (TDC) can vary by named executive officer based on competencies and skills, scope of responsibilities, the executive’s experience and performance, retention, succession planning and the organizational structure of the businesses.Chief Executive Officer•The CEO’s compensation is approved by the independent members of the Board, based on the recommendations of the Compensation Committee.•CEO compensation is developed by analyzing peer group compensation and performance data with its independent compensation consultant.•Every year, the Committee reviews each element of the CEO’s compensation including base salary, annual and long-term incentive target opportunities.Role of (1)The Company has not issued options since 2012 and there are no options outstanding.Independent Compensation ConsultantThe Talent Management and Compensation Committee retains the services of Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant to support its duties and responsibilities.Meridian reports directly to the Committee. A representative of Meridian attends meetings of the TMCC, as requested, and communicates with the TMCC Chair between meetings. Meridian also reports to the Corporate Governance Committee at least annually on matters related to director compensation.Meridian provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs, and strategies including:strategies. In addition, they provide:•Annual market data for each senior executive position including evaluating•Evaluation of Exelon’s compensation strategy and reviewing and confirming the peer group used to prepare the market dataAn independent assessment•Assessment of any management recommendations for changes to the compensation structureAssisting management to ensure•Assistance with ensuring the Company’s executive compensation programs are designed and administered consistent with the Talent Management and Compensation Committee’s requirements•Ad hoc support on executive compensation matters and related governance trendsAnnual Independence EvaluationThe Talent Management and Compensation Committee annually reviews the compensation, performance, and independence of Meridian and approves the firm’s fees and other retention terms. The TMCC has assessed the independence of Meridian and concluded that they are independent and that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the TMCC.58 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)Compensation DecisionsSetting Target CompensationExecutive Officers. The Talent Management and Compensation Committee is responsible for overseeing the development and administration of the executive compensation program for executive officers other than the CEO. For officers other than the CEO, the CEO prepares recommendations for approval by the Committee. The recommendations prepared by the CEO reflect a variety of factors including experience in role, individual performance, retention considerations, succession considerations, competitive posture vs. our peer group (or other relevant market reference points) and internal equity. Annually, the Committee reviews each element of the executive officers’ compensation including base salary, annual and long-term incentive target opportunities.Chief Executive Officer. The CEO’s compensation is approved by the independent members of the Board, based on the recommendations of the Committee. The TMCC developed compensation for Mr. Butler based on a similar set of factors as were considered for the other NEOs including experience in role, individual performance, company results, retention considerations, competitive posture vs. our peer group (or other relevant market reference points) and internal equity. The factors are similar, but the outcomes can vary based on relative experience in role. In 2020, Meridiandeveloping its recommendation for the Board, the TMCC engages its independent compensation consultant and considers multiple potential alternatives. Annually, the Committee reviews each element of the CEO’s compensation including base salary, annual and long-term incentive target opportunities.BenefitsLimited PerquisitesWe provide limited perquisites to our executive officers, consistent with the Company’s goal of providing market-based compensation and benefits. The Talent Management and Compensation Committee has approved the following perquisites:•Limited tax assistance is provided nowhen: employees are required to relocate; work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; income is imputed as a result of business-requested spousal travel; and travel and lodging is required of certain executives in connection with regulatory requirements in connection with the Company’s 2016 acquisition of Pepco Holdings, Inc.•Transportation related benefits including limited personal use of corporate aircraft for certain executives, including spouse, domestic partner, other family members or guests. These benefits allow certain of our executives to perform job duties in a safe, secure environment and promotes effective use of their time. Personal use of corporate aircraft by all executives is subject to approval by the CEO in accordance with the corporate aviation policy. With respect to the CEO’s usage of the corporate aircraft, the Committee approves an annual jet usage cap. For 2023, the Committee approved an annual corporate jet usage cap for Mr. Butler of the lesser of 100 hours and $300,000 of aggregate incremental cost.Exelon also offers Company cars and driver services for ExelonNEOs and certain other officers enabling the effective performance of their duties among the Company’s various offices and facilities. Certain NEOs are also entitled to limited personal use of the Company’s cars and drivers including for purposes of commuting to work locations.•Travel and lodging benefits provided to certain executives pursuant to regulatory commitments in connection with the Company’s 2016 acquisition of Pepco Holdings, Inc.•Personal use of corporate-leased skyboxes for cultural, entertainment, or its affiliates. Fees paidsporting events is provided to Meridian were less than 1% of its gross annual revenues.certain executives.www.exeloncorp.com53
•Personal financial planning services and physical examinations.•Bring Your Own Device (BYOD) benefit provides a stipend toward personal mobile device plans.•Relocation benefits pursuant to Exelon’s Executive Relocation Program.www.exeloncorp.com 59 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSISPeer GroupsGroup Used for Benchmarking 20202023 Executive CompensationWe use a blended peer group for assessing our executive compensation program that consists of two subgroups: energy services peers and general industry peers (except for the position of CEO of Exelon Utilities which only usespeers. The 2023 peer group is more heavily weighted in energy services companies).Why We Use a Blended Peer Group: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 key executives hired from several Fortune 100 companies. 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.As previously disclosed, in connection with the Compensation Committee’s responsibility to oversee and monitor the ongoing effectiveness of Exelon’s executiveThe 2023 compensation program design, the Committee approved changes to Exelon’s peer group in lightis comprised of business developments affecting two peer companies—PG&E filed for bankruptcy in 2019thirteen energy services companies and DowDuPont separated into three separate businesses in 2019. These changes were based on analyses of developments with market peers and a review of benchmarked compensation practices in consultation with the Committee’s independent compensation consultant.As a result of these changes, the Committee replaced PG&E with DTE Energy, the largest of the available utilities that also has a diverse mix of operations. DowDuPont was replaced with Delta Air Lines and Lockheed Martin. Both Delta and Lockheed Martin were selected because each are size-appropriate, have a high proportion of U.S. revenue, operate in mature capital-intensivefive general industry segments, and operate in moderate-to-heavy regulatory environments.Energy Services (11 peer companies)2020 Updates: DTE Energy was added; PG&E was removed.ENERGY SERVICES PEERS: 
General Industry (10 peer companies)2020 Updates: Delta Air Lines and Lockheed Martin were added; DowDuPont was removed.
•American Electric Power Company,Co. (AEP)•Consolidated Edison, Inc.DTE EnergyCorporationCorporationCorporationPublic Service Enterprise Group, Inc.3M Company Deere & Company Delta Air Lines General Dynamics Corporation Honeywell International, Inc. •International Paper Company Lockheed Martin Marathon (IP)•ConocoPhillips (COP)•Union Pacific Corp. (UNP)•Eaton Corp. (ETN)•Occidental Petroleum Company Northrop Grumman Corporation Valero Energy CorporationExelon’s Position Relative to Peer GroupRevenues*Market Capitalization*
Why we use a Regression Analysis:Relative Revenue & Market CapitalizationBased on publicly available information, Exelon’s revenues are in the 56th percentile and Exelon’s market capitalization is in the 37th percentile relative to the peer group based on the four fiscal quarters prior to December 31, 2023.Because there is a correlation between the size of an organization and its compensation levels, market data is statistically adjusted using a regression analysis. This commonly applied technique allows for a more precise estimate of the market value of Exelon given the size/scope of responsibility for Exelon’s executive roles. Each element of NEO compensation is then compared to these size-adjusted medians of the peer group.*Based on the four fiscal quarters prior to and publicly available as of June 20, 2020.54Exelon 2021 Proxy Statement60 Exelon 2024 Proxy StatementTableCompensation Discussion & Analysis (CD&A)Recoupment of ContentsCOMPENSATION DISCUSSION & ANALYSISStock OwnershipTo strengthen the alignment of executive interests with those of shareholders, executives at the vice president level or above are required to own certain multiples of base salary of Exelon common stock by the later of five years following (1) the last adjustment made to the guidelines in 2012 or (2) the date of his or her hiring or promotion to a new position. Compliance with Exelon’s stock ownership guidelines is measured on September 30 each year. As of September 30, 2020, all NEOs had exceeded 200% of their stock ownership guidelines, as shown in the following chart. For additional details about NEO stock ownership, please see the Beneficial Ownership Table on page 71.The following types of ownership count towards meeting the stock ownership guidelines:restricted shares and restricted stock units,shares acquired and held through the exercise of stock options,•shares held in the Exelon Corporation Deferred Compensation Plan, dividend reinvestment plan, and 401(k) employee savings plan, and•common shares beneficially owned directly or indirectly, including shares held in trust. 
Prohibition on Hedging and Pledging of Common Stock; Other Trading RequirementsExelon requires executive officers and above who wish to sell Exelon common stock to do so only through the adoption of a stock trading 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 personal financial plans. The use of Rule 10b5-1 stock trading plans serves to reduce the risks that such transactions will be viewed negatively or as commentary with respect to the future value of Exelon’s stock. In addition, the use of Rule 10b5-1 stock trading plans 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.Our insider trading policy includes provisions that prohibit Directors and employees (including officers) and certain of their related persons (including certain family members and entities which they own a significant interest) from engaging in short sales, put or call options, hedging transactions, pledging, or other derivative transactions involving Exelon stock.In 2018, theThe Board of Directors revised its clawback policy to broaden theDirectors’ Clawback Policy provides discretionary ability to clawbackclaw back incentive compensation when deemed appropriate.appropriate in the event of a financial restatement or a significant financial loss or serious reputational harm.Financial Restatement: Under the current policy, the Board has sole discretion to recoup incentive compensation if it determines that:that (a) the incentive compensation was based on the achievement of financial or other results that were subsequently restated or corrected;corrected, (b) the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction;correction, (c) a lower incentive plan award would have been made to the participant based on the restated or corrected results;results, and (d) recoupment is not precluded by applicable law or employment agreements.www.exeloncorp.com55COMPENSATION DISCUSSION & ANALYSISCompensation CommitteeTMCC determines that:that the current or former incentive plan participant breached a restrictive covenant or engaged or participated in misconduct or intentional or reckless acts or omissions or serious neglect of responsibilities that caused or contributed to a significant financial loss or serious reputational harm to Exelon or its subsidiaries regardless of whether a financial statement restatement or correction of incentive plan results was required;required, andrecoupment is not precluded by applicable law or employment agreements.Mandatory Financial Restatement Compensation Recoupment PolicyIn 2023, the Board adopted the Financial Restatement Compensation Recoupment Policy which complies with Nasdaq listing standards and SEC rules. The policy provides for the mandatory recoupment of certain incentive-based compensation awarded to current and former executive officers, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. Under the policy, if the incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received had it been calculated based on the restated amounts, the Company will recoup such erroneously awarded compensation.Stock Ownership and Trading RequirementsTo strengthen the alignment of executive interests with those of shareholders, executives at the vice president level or above are required to own certain multiples of base salary of Exelon common stock within five years of the date of hiring or promotion to a new position. The table below reflects stock ownership as of the the annual measurement date of June 30, 2023. For additional details about NEO stock ownership, please see the Beneficial Ownership Table.The following types of ownership count towards meeting the stock ownership guidelines: restricted shares and restricted stock units (RSUs); shares acquired and held through the exercise of stock options; shares held in the Exelon Corporation Deferred Compensation Plan, dividend reinvestment plan, and/or Employee Savings Plan; and common shares beneficially owned directly or indirectly, including shares held in trust. Shares underlying performance share awards do not count toward the stock ownership requirement.As of June 30, 2023 NEO Required
OwnershipActual
OwnershipButler 6x 6.4x Jones13x 2.4x Littleton 3x 3.3x Glockner23x 2.9x Quiniones22x 1.2x 1.In connection with her promotion to CFO, Ms. Jones’s stock ownership requirement was increased to 3x her base salary effective October 17, 2022.2.Messrs. Quiniones and Glockner are both within the five-year period from their dates of hire.Prohibition on Hedging and Pledging of Common StockOur insider trading policy includes provisions that prohibit Directors and employees (including officers) and certain of their related persons (including certain family members and entities in which they own a significant interest) from engaging in short sales, put or call options, hedging transactions, pledging, or other derivative transactions involving Exelon stock.www.exeloncorp.com 61 Compensation Discussion & Analysis (CD&A)Risk Management Assessment of Compensation Policies and PracticesThe Talent Management and Compensation Committee periodically reviews Exelon’s compensation policies and practices as they relate to the Company’s risk management practices and risk-taking incentives. In 2020, In 2023, Exelon’s Enterprise Risk Managementcompensation group appliedpartnered with the enterprise risk management policy and framework to theindependent compensation risk assessment processconsultant, Meridian Partners, to assess and validate that the controls in place continued to mitigate incentive compensation risks. which was reviewed by the independent compensation consultant, the Committee believes that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Exelon. In this regard, the Compensation CommitteeTMCC considered the following compensation program features, which balance the degree of risk taking:•The AIP 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- andshort-and long-term incentive compensation elements•Incentive compensation is balanced by formulaic and discretionary fundingShort- and•Short-and long-term incentive awards contain award caps or modifiers•Reasonable change-in-control and severance benefits are within common market normsClawback provisions exceed regulatory mandates•Consistent and meaningful stock ownership requirements create sustained and consistent ownership stakesTax ConsequencesUnder Section 162(m) of the Internal Revenue Code (the Code), generally NEO compensation over $1 million for any year is not deductible for United States income tax purposes. Historically, there was an exemption from this $1 million deduction limit for compensation payments that qualified as “performance-based” under applicable IRS regulations. With the enactment of the 2017 Tax CutsTalent Management and Jobs Act (Tax Act), the performance-based compensation exemption was eliminated under Section 162(m) of the Code, except with respect to certain grandfathered arrangements. The Tax Act also expanded the definition of covered employee to include the CFO and extended the classification for all covered employees in perpetuity even after death through severance and post-death payments. Finally, the application of the $1 million limitation has been expanded to include covered employees at Exelon’s corporate registrants with publicly traded debt in addition to those with publicly traded equity as required prior to the Tax Act.Under the new law, Exelon has eight registrants that now fall within the scope of Section 162(m). The Compensation and Leadership Development Committee believes that it must maintain flexibility in its approach to executive compensation in order to structure a program that it considers to be the most effective in attracting, motivating and retaining the Company’s key executives, and therefore, the deductibility of compensation is one of several factors considered when making executive compensation decisions.The CompensationTalent Management and Leadership DevelopmentCompensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained on pages 42-56 ofin this proxy statement. Based on such review and discussion, the Committee recommended the Board approve the Compensation Discussion and Analysis be included in the 20212023 Proxy Statement.THE TALENT MANAGEMENT AND COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEEYves C. de Balmann, ChairMarjorie Rodgers Cheshire,Robert Lawless
Chair
Anthony Anderson
Linda JojoJohn Young56Exelon 2021 Proxy StatementCharisse Lillie62 Exelon 2024 Proxy StatementCOMPENSATION DISCUSSIONExecutive Compensation TablesSummary Compensation Table Year Salary
($) Bonus
($) Stock Awards
($)
(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 Crane President and CEO, Exelon 2020 1,293,000 — 11,000,013 1,897,536 757,754 214,500 15,162,803 2019 1,335,633 — 11,000,064 2,103,957 468,171 475,912 15,383,737 2018 1,261,000 — 10,099,725 2,123,070 1,734,587 380,051 15,598,433 Joseph Nigro Senior Executive Vice President and CFO, Exelon 2020 810,511 — 2,388,790 782,882 244,253 100,841 4,327,277 2019 790,823 — 2,388,777 846,875 234,992 83,276 4,344,743 2018 767,496 — 4,589,122 885,414 188,680 95,263 6,525,975 Kenneth Cornew Senior Executive Vice President and Chief Commercial Officer, Exelon; President and CEO, Exelon Generation 2020 947,189 — 2,918,828 963,055 299,794 338,335 5,467,201 2019 924,181 — 2,918,842 1,041,774 774,571 69,319 5,728,687 2018 935,596 — 2,918,830 1,089,182 281,793 89,336 5,314,737 William Von Hoene, Jr. Senior Executive Vice President and Chief Strategy Officer, Exelon 2020 948,434 — 2,920,861 966,324 241,308 352,103 5,429,030 2019 962,271 — 2,920,831 1,045,311 270,738 466,524 5,665,675 2018 904,673 — 2,920,823 1,092,880 242,061 524,221 5,684,658 Calvin Butler Jr. Senior Executive Vice President and CEO, Exelon Utilities 2020 700,000 — 2,170,072 637,623 127,209 107,284 3,742,188 2019 559,495 — 2,075,734 706,986 116,481 45,480 3,504,176 Year Salary
($)(Note 1)Bonus
($)
(Note 2)Stock
Awards
($)
(Note 3)Non-Equity
Incentive Plan
Compensation
($)
(Note 4)Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)
(Note 5)All Other
Compensation
($)
(Note 6)Total
($)Calvin G. Butler Jr.
President and CEO, Exelon2023 1,244,271 — 7,951,800 2,265,900 320,832 483,917 12,266,720 2022 928,281 — 3,423,719 1,069,409 198,532 666,150 6,286,091 2021 780,398 — 2,459,853 819,734 149,556 387,401 4,596,942 Jeanne JonesExecutive Vice President and CFO, Exelon2023 671,306 — 1,754,412 787,756 140,314 108,216 3,462,004 2022 515,317 57,500 535,013 373,663 94,763 34,352 1,610,608 Gayle LittletonExecutive Vice President and Chief Legal Officer, Exelon2023 671,306 850,000 1,754,412 787,756 — 106,027 4,169,501 2022 618,854 850,000 1,444,375 593,301 — 125,499 3,632,029 David GlocknerExecutive Vice President, Compliance, Audit & Risk, Exelon2023 641,510 — 1,411,477 669,149 — 93,186 2,815,322 2022 618,415 — 1,519,293 550,339 — 102,177 2,790,224 Gil Quiniones (Note 7)
CEO, ComEd2023 608,969 — 1,181,898 614,250 — 136,104 2,541,221 2022 585,000 — 1,272,139 608,400 — 272,743 2,738,282 Notes to the Summary Compensation Table(1)The amounts shown in this column include the aggregate grant date fair value of restricted stock unit and performance share awards for the 2020-2022 performance period granted on January 27, 2020. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718 using the assumptions described in Note 20 of the Combined Notes to Consolidated Financial Statements included in Exelon’s 2020 Annual Report on Form 10-K. The 2020-2022 performance share award component of the stock award values depicted above are subject to performance conditions and the grant date fair value assumes the achievement of the target level of performance; however, values may be higher based on performance including the maximum total shareholder return multiplier as follows: Performance
Share Award Value At Target At Maximum ($) ($) Crane 7,370,008 14,740,016 Nigro 1,600,468 3,200,936 Cornew 1,955,607 3,911,214 Von Hoene, Jr. 1,956,978 3,913,956 Butler Jr. 1,453,931 2,907,862�� (2)The amounts shown in this column for 2020 represent payments made pursuant to the Annual Incentive Plan.(3)The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, 2019 to December 31, 2020. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2020.www.exeloncorp.com57
1.The reported salary amounts in any year may differ from the annual base salary amount reported due to the timing of payroll periods and/or the effective date in a change in base salary.2.In connection with Ms. Littleton’s joining Exelon in November 2020, she was granted a cash award paid ratably over 4 years. The amounts shown in this column represent the portions of the sign-on bonus paid in corresponding years.3.The amounts shown include the aggregate grant date fair value of restricted stock unit and performance share awards granted in 2023. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718 using the assumptions described in Note 20 of the Combined Notes to Consolidated Financial Statements included in Exelon’s 2023 Annual Report on Form 10-K.The 2023-2025 performance share award component of the stock award values depicted above are subject to performance conditions and the grant date fair value assumes the achievement of the target level of performance. The below table shows the grant date fair value for the 2023-2025 performance share awards based on achieving target and maximum performance:Performance Share Award
Grant Date Fair Value
($)At Target At Maximum Butler 5,311,787 10,720,055 Jones 1,171,943 2,365,172 Littleton 1,171,943 2,365,172 Glockner 942,842 1,902,810 Quiniones 789,501 1,593,342 4.The amounts shown represent payments made pursuant to the Annual Incentive Plan (AIP).5.The amounts shown in this column represent the change in the year over year value of each NEO's accrued benefit (if any) in Exelon's defined benefit pension plans. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2023.www.exeloncorp.com 63 TableCompensation Discussion & Analysis (CD&A)6.All Other Compensation:The following table describes the incremental cost of Contents COMPENSATION DISCUSSION & ANALYSIS (4)All Other Compensation: The following table describes the incremental cost of other benefits provided in 2020 that are shown in this column. The amounts shown for 2018 and 2019 for each NEO have been revised to correct previously overstated compensation amounts arising from a misapplied calculation to determine compensation related to the use of corporate aircraft. For 2018, this includes an overstatement of $44,645, $4,246, and $10,200 for Messrs. Crane, Nigro, and Von Hoene, Jr., respectively. For 2019, this includes an overstatement of $60,955, $2,709, $8,850, $15,459, and $492 for Messrs. Crane, Nigro, Cornew, Von Hoene, Jr., and Butler Jr., respectively.All Other CompensationName Perquisites
($)
(Note 1) Reimbursement
for Income Taxes
($)
(Note 2) Company
Contributions to
Savings Plans
($)
(Note 3) Company
Paid Term
Life Insurance
Premiums
($)
(Note 4) Other
($) Total
($) Crane 108,713 3,257 64,545 37,985 — 214,500 Nigro 50,143 6,568 39,797 4,333 — 100,841 Cornew 271,930 17,363 45,290 3,752 — 338,335 Von Hoene, Jr. 203,940 98,798 45,378 3,987 — 352,103 Butler Jr. 65,511 8,535 30,349 2,889 — 107,284 All Other CompensationName Perquisites
($)
(Note A)Reimbursement
for Income
Taxes
($)
(Note B)Company
Contributions to
Savings Plans
($)
(Note C)Company
PaidLong-Term Disability
Insurance
Premiums
($)
(Note D)Total
($)Butler 345,443 88,241 46,532 3,700 483,917 Jones 89,095 3,556 11,943 3,621 108,216 Littleton 26,137 1,441 73,813 4,636 106,027 Glockner 16,840 — 69,766 6,580 93,186 Quiniones 51,025 — 77,240 7,839 136,104 Notes to All Other Compensation Table(1)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 NEOs’ principal place of work as a result of regulatory commitments in connection with the 2016 acquisition of Pepco Holdings, Inc.; and (3) other benefits (including personal financial planning, Company gifts, and matching charitable contributions, physical examinations, and event tickets) as detailed below:•(a)Amounts reported for personal benefits provided to NEOs include certain perquisites as detailed below:•Personal use of corporate aircraft - 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 limited personal use of the Company’s cars and drivers including commuting to 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 additional taxable income. Amounts reported in this column for Mr. Crane include $81,873 for personal use of corporate aircraft. Amounts reported in this column for Mr. Nigro include $22,041 for personal use of corporate aircraft. Amounts reported for Mr. Von Hoene, Jr. include $61,094 for personal use of corporate aircraft largely related to commuting in compliance with regulatory commitments as described below. Amounts reported for Mr. Butler include $33,642 for personal use of corporate aircraft and $3,751 for spousal travel.•Amounts include the value received by Mr. Cornew due to the company’s agreement to have its relocation vendor purchase at an appraised value the Baltimore residence purchased by Mr. Cornew in connection with his relocation to Baltimore as Chief Executive Officer of Constellation. The value of the benefit included is $216,640, based on a determination of the difference between the average of two appraisals to be received and the price Mr. Cornew paid for the home in 2012 plus qualified capital improvements as provided for under the executive relocation program’s standard terms.•Messrs. Butler Jr., Nigro, and Von Hoene, Jr. were subject to state public service commission requirements to maintain principal workplaces in the District of Columbia pursuant to a regulatory order issued in 2016 that related to the approval of the acquisition of Pepco Holdings Inc. Pursuant to this legacy obligation, Exelon provides transportation and relocation/housing and living benefits to certain executives. Messrs. Nigro, Von Hoene, Jr., and Butler Jr. include $7,755, $116,006, and $10,803, respectively, for such benefits.•Limited personal financial planning benefits valued at $16,840 for each executive 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 Mr. Cornew under the Constellation legacy policy. Executive officers may use Company-provided vendors for comprehensive physical examinations and related medical testing.(2)Exelon provides reimbursements of tax obligations incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; business-requested spousal travel expenses are imputed to the employee; and for required relocation and housing/living expenses incurred in compliance with regulatory requirements. Amounts reported for Mr. Cornew include $16,891 related to such reimbursements. Pursuant to our obligations under the 2016 regulatory order set forth in Note 1 above, amounts reported for Mr. Von Hoene, Jr. include $91,003 related to such reimbursements concerning regulatory requirements.(3)Each of the NEOs participated in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching contributions to the NEOs’ accounts.(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 2020 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.58Exelon 2021 Proxy Statement
•Car and driver services - Exelon provides Company cars and driver services for NEOs and other officers enabling the performance of duties among the Company’s various offices and facilities. Certain executive officers are also entitled to limited personal use of the Company’s cars and drivers including commuting to work locations. Costs reported represent estimated incremental costs per trip based upon average labor cost and mileage, trip duration, fuel costs and traveled miles. For 2023, the amounts for Messrs. Butler and Quiniones were $6,181 and $8,855, respectively.•Benefits resulting from compliance with state public service commission requirements – Ms. Jones is subject to a state public service commission requirement to maintain her principal workplace in the District of Columbia pursuant to a regulatory order issued in 2016 that related to the approval of the acquisition of Pepco Holdings Inc. Mr. Butler was previously subject to the requirement. Pursuant to this regulatory obligation, Exelon provides travel and lodging benefits to the executives covered.•Relocation benefits - Amount reported for Mr. Butler includes $121,611 of relocation benefits provided pursuant to Exelon’s standard management relocation benefits program.•Financial planning - Annual financial planning allowance up to $16,840 for each executive officer.•Health benefits – NEOs and executive officers may use Company-identified medical providers for comprehensive physical examinations and related medical testing.•Bring Your Own Device (BYOD) - Exelon’s BYOD policy offers a monthly stipend for personal mobile plans to eligible employees.•Event tickets - Executives are permitted to use the corporate-leased boxes for cultural, entertainment or sporting events.(b)Exelon provides reimbursements of certain tax obligations, such as those incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; business-requested spousal travel expenses are imputed to the employee; and for required relocation incurred in compliance with regulatory requirements.(c)Each of the NEOs are eligible to participate in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching and fixed contributions to the NEOs’ 401(k) accounts and/or Deferred Compensation Plans.(d)Exelon provides long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during 2023 for supplemental long-term disability insurance over and above the basic coverage provided to all employees.7.The amounts shown in the “All Other Compensation” and “Total” columns for Mr. Quiniones for fiscal year 2022 have been corrected to include (i) $7,045 for car and driver services and (ii) $16,840 for financial planning, which were inadvertently omitted.64 Exelon 2024 Proxy StatementCOMPENSATION DISCUSSIONCompensation Discussion & ANALYSISGrants of Plan-Based Awards Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards
(Note 1) Estimated Possible Payouts
Under Equity Incentive Plan
Awards
(Note 2) All Other
Stock
Awards:
Number of
Shares or Grant Date
Fair Value
of Stock
and Option
Awards Name Grant
Date Threshold
($) Plan
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Units (#)
(Note 3) ($)
(Note 4) Crane 01/27/2020 70,307 1,874,850 3,749,700 01/27/2020 25,991 155,913 311,826 7,370,008 01/27/2020 76,793 3,630,005 Nigro 01/27/2020 29,007 773,522 1,547,044 01/27/2020 5,644 33,858 67,616 1,600,468 01/27/2020 16,677 788,322 Cornew 01/27/2020 35,683 951,541 1,903,082 01/27/2020 6,897 41,371 82,742 1,955,607 01/27/2020 20,377 963,221 Von Hoene, Jr. 01/27/2020 35,804 954,771 1,909,542 01/27/2020 6,901 41,400 82,800 1,956,978 01/27/2020 20,391 963,883 Butler Jr. 01/27/2020 23,625 630,000 1,260,000 01/27/2020 5,127 30,758 61,516 1,453,931 01/27/2020 15,150 272,489 Name Grant
DateEstimated Future Payouts
Under Non-Equity Incentive
Plan Awards (Note 1)Estimated Future Payouts
Under Equity Incentive
Plan Awards (Note 2)All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)
(Note 3)Grant Date
Fair Value
of Stock
and Option
Awards
($)
(Note 4)Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Butler 1/23/23 87,500 1,750,000 3,500,000 1/23/23 21,366 128,169 256,338 5,311,787 1/23/23 63,128 2,640,013 Jones 1/23/23 30,420 608,400 1,216,800 1/23/23 4,714 28,278 56,556 1,171,943 1/23/23 13,928 582,469 Littleton 1/23/23 30,420 608,400 1,216,800 1/23/23 4,714 28,278 56,556 1,171,943 1/23/23 13,928 582,469 Glockner 1/23/23 25,840 516,797 1,033,594 1/23/23 3,792 22,750 45,500 942,842 1/23/23 11,206 468,635 Quiniones 1/23/23 6,143 491,400 982,800 1/23/23 3,176 19,050 38,100 789,501 1/23/23 9,383 392,397 Notes to Grants of Plan-Based Awards Table(1)All NEOs have annual incentive plan target opportunities based on a fixed percentage of their base salary. Under the terms of the AIP, threshold performance earns 50% of the respective target, while performance at plan earns 100% of the respective target and the maximum payout is capped at 200% of target. The possible payout at threshold for AIP was calculated at 3.75% of target, which is 50% performance on the lowest weighted AIP performance metric. For additional information about the terms of these programs, see Compensation Discussion and Analysis.(2)NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target. The maximum possible payout for performance shares was calculated at 150% of target, prior to application of a TSR modifier, which may increase or decrease the amount of awards but which may not cause payment to exceed 200% of target. For additional information about the terms of this program, see discussion starting on page 49.(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.(4)This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and restricted stock units granted to each NEO during 2020. Fair value of performance share awards granted on January 27, 2020, are based on an estimated payout of 100% of target.www.exeloncorp.com59
1.All NEOs have AIP target opportunities based on a fixed percentage of their respective base salaries. Under the terms of the AIP, threshold performance earns 50% of the respective target, while performance at target earns 100% of the respective target and the maximum payout is capped at 200% of target. The possible payout at threshold for AIP shown in the table was calculated at 5% of target, which is 50% performance on the lowest weighted AIP performance metric, and assumes performance for all other performance metrics is below threshold (for Mr. Quiniones the calculation is 1.25% of target, which is 50% on the lowest weighted AIP performance metric). For additional information about the terms of these programs, refer to the Compensation Discussion and Analysis (CD&A).2.NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target which is 50% performance on the lowest weighted long-term performance share metric. The maximum possible payout for performance shares was calculated at 150% of target, prior to application of a TSR modifier, which may increase or decrease the amount of awards but which may not cause payment to exceed 200% of target. For additional information about the terms of this program, refer to the CD&A.3.Reflects the number of restricted stock units granted during 2023, the first third of which will vest in 2024, the second third of which will vest in 2025, and the final third of which will vest in 2026.4.This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and restricted stock units granted to each NEO during 2023. Fair value of performance share awards is based on an estimated payout of 100% of target.www.exeloncorp.com 65 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSISOutstanding 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
$42.22
($)
(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
($)
(Note 3) Crane 285,000 — 39.21 04/02/2022 278,970 11,778,113 623,192 26,311,166 94,000 — 43.40 01/24/2021 Nigro 13,000 — 39.81 03/12/2022 102,857 4,342,623 135,332 5,713,717 13,400 — 43.40 01/24/2021 Cornew 70,000 — 39.81 03/12/2022 77,445 3,269,728 165,362 6,981,584 Von Hoene, Jr. 88,000 — 39.81 03/12/2022 77,498 3,271,966 165,476 6,986,397 67,000 — 43.40 01/24/2021 Butler Jr. — — — — 100,131 4,227,531 84,888 3,583,971 No stock option awards are outstanding, and no stock option awards have been granted since 2012.All equity awards granted prior to February 1, 2022 were modified at the time of Exelon’s separation from Constellation Energy Group in
order to preserve the overall value of the original award. The target number of performance shares was multiplied by the ratio of the pre-separation value of Exelon’s stock (5-day volume weighted average price (VWAP)) divided by the post-separation value of
Exelon’s stock (5-day VWAP) resulting in a conversion factor of 1.3184. Values in columns (a) and (c) below reflect post-separation
adjusted awards.Stock Awards (a) (b) (c) (d) Name Number
of Shares
or Units of
Stock That
Have Not
Yet Vested
(#)
(Note 1)Market Value
of Shares
or Units of
Stock That
Have Not
Yet Vested
($)
(Note 2)Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Yet Vested
(#)
(Note 3)Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have NotYet Vested
($)
(Note 4)Butler 193,947 6,962,702 177,926 6,387,543 Jones 27,194 976,252 36,053 1,294,303 Littleton 58,564 2,102,458 49,269 1,768,757 Glockner 61,124 2,194,349 44,830 1,609,397 Quiniones 16,211 581,990 37,538 1,347,614 Notes to Outstanding Equity Table1.The amount shown in column (a) includes the performance share awards granted in 2021 and subject to a three-year performance period that ended on December 31, 2023, and which vested on January 29, 2024. The amount shown also includes the following tranches of unvested restricted stock unit (RSU) awards: the final third of an award granted in January 2021, which vested on January 29, 2024; two-thirds of an award granted in January 2022, the second third of which vested on January 29, 2024; and the full award granted on January 23, 2023, the first third of which vested on January 29, 2024 and one third of which will vest on the date of each of the Talent Management and Compensation Committee’s first regular meetings in 2025 and 2026, respectively. All RSU awards accrue additional units through automatic dividend reinvestment subject to the vesting requirement applicable to the underlying award.•For Mr. Butler, the amount in column (a) also includes a promotion-related restricted stock unit award representing 37,532 (post-adjustment) shares granted on December 2, 2019, that will vest on December 2, 2024.2.The value of the awards in column (b) is determined by multiplying the number of shares or units in column (a) by the closing price of Company stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).3.The amount in column (c) reflects the target number of performance shares granted under the LTIP in 2022 (for the performance period ending on December 31, 2024) and 2023 (for the performance period ending on December 31, 2025). The ultimate number of shares earned, if any, will be based on the actual performance results at the end of each respective performance period with final awards vesting in January/February 2025 for the 2022-2024 cycle and January/February 2026 for the 2023-2025 cycle.4.The value of the awards in column (d) is determined by multiplying the number of shares or units in column (c) by the closing price of Company stock on December 29, 2023 of $35.90 (December 31, 2023 being a Sunday).(1)Non-qualified stock options granted to NEOs pursuant to the Company’s long-term incentive plans. Awards vest in four equal increments, beginning on the first anniversary of the grant date. All awards expire on the tenth anniversary of the grant date. No stock option awards have been granted since 2012.66 (2)The amount shown includes unvested restricted stock unit (RSU) awards and the performance share award earned for the performance period beginning January 1, 2018, and ending December 31, 2020, which vested on January 25, 2021. The unvested restricted stock unit awards are composed of the final third of the award made in January 2018, which vested on January 25, 2021; two-thirds of the award made in January 2019, half of which vested on January 27, 2020, and half of which will vest on the date of the Compensation Committee’s first regular meeting in 2021; and the full award granted on January 27, 2020, one-third of which vested on January 25, 2021, and one-third of which will vest on the date of each of the Compensation Committee’s first regular meetings in 2022 and 2023, respectively. All RSU awards accrue additional shares through automatic dividend reinvestment. For Mr. Nigro, the amount also includes a retention-related restricted stock unit award for 40,000 shares granted on January 29, 2018 that will cliff vest on January 29, 2022. For Mr. Butler Jr., the amount also includes a promotion-related restricted stock unit award for 28,468 shares granted on December 2, 2019 that will cliff vest on December 2, 2024. All shares are valued at $42.22, the closing price on December 31, 2020.(3)The amount shown includes the target performance share awards granted on February 4, 2019 for the performance period ending December 31, 2021, and the target performance share awards granted on January 27, 2020, for the performance period ending December 31, 2022. The value of these awards has been increased to reflect the highest level of performance achievable for the period, or 200%. All shares are valued at $42.22, the closing price on December 31, 2020.Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)Option Exercises and Stock Vested Option Awards Stock Awards (Note 1) Name Number of
Shares
Acquired
on Exercise
(#) Value
Realized
on
Exercise
($) Number of
Shares
Acquired
on Vesting
(#) Value
Realized on
Vesting
($) Crane — — 300,152 $ 14,188,163 Nigro — — 66,537 3,145,185 Cornew — — 86,120 4,070,907 Von Hoene, Jr. — — 86,181 4,073,761 Butler Jr. — — 24,363 1,151,662 No stock option awards are outstanding or have been granted since 2012 and no stock options were exercised in 2023. Stock Awards Name Number of
Shares Acquired
on Vesting
(#)
(Note 1)
Value Realized
on Vesting
($)
(Note 2)Butler 67,253 2,812,526 Jones 30,153 1,258,428 Littleton 37,355 1,388,415 Glockner 60,243 2,519,353 Quiniones 3,130 130,894 Notes to Option Exercises and Stock Vested Table(1)Share amounts are composed of the following tranches of prior awards that vested on January 27, 2020: the performance share awards granted for the performance period of January 1, 2017, through December 31, 2019; the final third of the RSU awards granted in January 2017, 1.Share amounts are composed of the 2020-2022 performance share awards and the following tranches of prior RSU awards that vested on January 23, 2023:•the final third of the RSU awards granted in 2020,•the second third of the RSU awards granted in January 2018 and the first third of the RSU awards granted in January 2019. All of these awards were valued at $47.27 upon vesting.60Exelon 2021, Proxy Statement
•the first third of the RSU awards granted in 2022.For Ms. Jones, the number of shares includes a retention restricted stock unit award of 19,776 shares granted on January 29, 2018, that vested on January 29, 2023. For Ms. Littleton, the number of shares also includes a retention restricted stock unit award of 29,351 shares granted on November 9, 2020, that vested on December 31, 2023.2.The value of the awards is determined by multiplying the number of shares that vested by the market value of the underlying shares as of the close of business on the date the applicable shares vested.www.exeloncorp.com 67 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Pension BenefitsThe Exelon sponsorsCorporation Cash Balance Pension Plan (CBPP) under the Exelon Corporation Retirement Program is a defined benefit pension plan that includes the Service Annuity System (SAS), a traditional pension plan covering NEOs who commenced employmenteligible employees hired prior to January 1, 2001 and the Cash Balance Pension Plan (CBPP), an account-based plan covering eligible NEOs hired between January 1, 2001, and February 1, 2018, and certain NEOs who previously elected to transfer to the2018. The CBPP from the SAS. The Retirement Program is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.Service Annuity System (SAS)Mr. Crane participates Eligible NEO’s and other employees who participate in the SAS. UnderCBPP also participate in the SAS, Mr. Crane will receive an annuity benefit payable at normal retirement age equalExelon Corporation Supplemental Management Retirement Plan (SMRP), a non-qualified pension plan that supplements benefits provided under the CBPP to the sum of 1.25% of Mr. Crane’s earnings as of December 25, 1994, reduced by a portion of his earned Social Security benefit as of that date, plus 1.6% of Mr. Crane’s highest averageextent participants’ annual pay, multiplied by his years of credited service (up to a maximum of 40 years). Pension-eligible compensation or benefits exceed the limits imposed on the CBPP under 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.“Normal retirement age” under the SAS is 65 and the plan also offers early retirement benefits, which are 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, 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.Cash Balance Pension Plan (CBPP)All other NEOsMr. Butler and Ms. Jones participate in the CBPP. Under the CBPP, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. NEOs who transferred from the SAS to the CBPP also have a frozen transferred SAS benefit and received a “transition” credit based on age, service and compensation at the time of transfer. When the CBPP was initially established in 2001, it provided an annual benefit credit of 5.75% of an employee’s base pay and annual incentive award for the year, and an annual investment credit based on the average of that year’s S&P 500 stock index return and the 30-year bond rate for the month of November (subject to 4% minimum). The benefit and investment credit rates have been subsequently modified periodically pursuant to U.S. Treasury Department guidance on cash balance plans. NEO participants in the CBPP currently receiveaccrue an annual benefit credit ranging from 7.0% to 10.5% (depending on length of service) of base salary and annual incentive award, and an annual investment credit based on the third segment spot rate of interest on long-term investment grade corporate bonds for the month of November of the year credited (subject to a 4% minimum). BenefitsAccrued benefits vest after three years of service, without reduction due to age, and are payable in an annuity or a lump sum at any time following termination of employment. Apart from the benefit credits and the vesting requirement, years of service are not relevant to a determination of accrued benefits under the CBPP.In 2019, the Company also provided a one-time Transition Benefit Credit to all CBPP participants in recognition of the transition to a fully fixed income investment credit rate. The amount of the credit ranged from 0% to 30.5% of 2018 annualized base pay, based on years of service as of December 31, 2007.Supplemental Management Retirement Plan (SMRP)All NEOs participate inUnder the SMRP, which Exelon sponsors as permitted byMr. Butler and Ms. Jones are credited with the Employee Retirement Income Security Act. The SMRP provides supplemental benefits to the benefits provided under the tax-qualified Retirement Program for individuals whose annual compensation exceeds the limits imposed under the Internal Revenue Code. Under the terms of the SMRP, participants are provided theadditional amount of benefitsbenefit and investment credits they would have receivedearned under the SAS or CBPP as applicable but for the application of the Internal Revenue Code limits. TheLike the CBPP, the SMRP offers a lump sum as an optional form of payment, which includespayment. The SMRP also provides a benefit based on the amount of FICA taxes (and, in certain situations, a state income tax differential) imposed on the participant’s SMRP benefits. This benefit is intended to equalize the after-tax treatment of participants’ qualified and non-qualified pension benefits. This benefit is provided to all participants in the SMRP (currently over 170, of whom 95 are executives (i.e., Vice President level or above)).The lump sum value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions to participants inearned under the SAS in 2020 is 2.30%. For participants in the CBPP,SMRP are shown below separately from the lump sum is the value of the non-qualified account balance. The values of the lump sum amounts do not include the value of any pension benefits coveredearned under the qualified pension plans, and the methods and assumptions used to determine the non-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 separationCBPP. Exelon does not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement.In addition, Mr. Crane received a grant of additional credited service under the SMRP upon joining the Company (then ComEd) in 1998. As part of original offer of employment, Mr. Crane was granted the right to earn one additional year of service credit for each year of employment up to a maximum of ten additional years as an incentive to join the Company. Mr. Crane received ten years of credited service as of September 28, 2008, the tenth anniversary of his employment date with the Company.www.exeloncorp.com 61 COMPENSATION DISCUSSION & ANALYSIS Since 2004, Exelon no longer provides additional years of credited service to executives under the SMRP for any period in which services are not actually performed, except that up to two years of service credits may be provided upon a qualifying termination of employment under severance or change in control agreements, and performance-based awards or awards which are intended to make up for lost pension benefits from another employer. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successor arrangements) are not affected.the amount included in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table above.The following table shows the present value of each participating NEO’s accumulatedaccrued pension benefit is shown in(if any) under the following tables. The present value for CBPP participantsand SMRP, which is the participating NEO’s vested account balance. The assumptions used in estimating the present values for SAS participants include the following: pension benefits are assumedbalance without reduction due to begin at each participant’s earliest unreduced retirement age; the SMRP 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 3.34% as of December 31, 2019 and 2.58% as of December 31, 2020; 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, 2020 mortality table is consistent with the mortality used in the Exelon December 31, 2020 pension disclosure.Pension BenefitsName Plan Name(1) Number of
Years Credited
Service
(#) Present Value
of Accumulated
Benefit
($) Payments
During Last
Fiscal Year
($) Crane SAS 22.26 1,685,578 — SMRP (2) 32.26 19,344,451 — Nigro CBPP 24.42 485,767 — SMRP 24.42 1,222,161 — Cornew CBPP 26.59 962,826 — SMRP 26.59 2,293,831 — Von Hoene, Jr. CBPP 18.93 549,567 — SMRP 18.93 1,890,005 — Butler Jr. CBPP 12.91 312,002 — SMRP 12.91 621,538 — Name Plan Name Number of
Years Credited
Service
(#)Present Value
of Accumulated
Benefit
($)PaymentsDuringlast FY($)Butler Cash Balance Pension Plan 15.91 430,318 — Supplemental Management Retirement Plan 15.91 1,172,142 — Jones Cash Balance Pension Plan 16.41 406,195 — Supplemental Management Retirement Plan 16.41 263,404 — Littleton1Cash Balance Pension Plan — — — Supplemental Management Retirement Plan — — — Glockner1Cash Balance Pension Plan — — — Supplemental Management Retirement Plan — — — Quiniones1Cash Balance Pension Plan — — — Supplemental Management Retirement Plan — — — Notes to Pension Benefits Table1.Due to their dates of hire, Ms. Littleton, Mr. Glockner, and Mr. Quiniones do not participate in the defined benefit pension plans.(1)Plans include: Service Annuity System (SAS); Supplemental Management Retirement Plan (SMRP); and Cash Balance Pension Plan (CBPP).(2)68Based on discount rates prescribed by the SEC proxy disclosure guidelines, Mr. Crane’s non-qualified SMRP present value is $19,344,451. Based on lump sum plan rates for immediate distributions under the non-qualified plan, the comparable lump sum amount applicable for service through December 31, 2020 is $28,495,474. Note that, in any event, payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance.Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)Deferred Compensation ProgramsExelon Corporation Deferred CompensationEmployee Savings PlanThe Exelon Corporation Deferred Compensation Plan is a non-qualified plan that permits the NEOs to defer certain cash compensation to facilitate tax and retirement planning. The Deferred Compensation Plan also permits the Company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan (the Company’s tax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code.Exelon Corporation Employee Savings PlanThe Employee Savings Plan(ESP) is a defined contribution plan intended to be tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Exelon maintains the Employee Savings PlanESP to attract and retain qualified employees, including the NEOs, and encourage retirement savings,savings. The ESP generally provides the opportunity for participants, including NEOs, to direct pre-tax, after-tax, and Roth payroll contributions of up to 50% of base salaries, which under the Plan may be supplemented by Company matching contributions. The Company maintains the excess matching featureand profit-sharing contributions, in each case subject to Internal Revenue Code limits.All of the NEOs participate in the ESP. In addition, Ms. Littleton, and Messrs. Glockner and Quiniones, who are not eligible to participate in the CBPP, receive an annual non-discretionary 401(k) contribution equal to 4% of base salary and annual incentive award. Contributions to the ESP are invested in participant-selected investment funds, which may include the Exelon Corporation Stock Fund. Distributions are payable pursuant to participant-selected elections after termination of employment. Prior to termination of employment, in-service “hardship” withdrawals, distributions, or loans are permitted in limited circumstances.Exelon Corporation Deferred Compensation PlanThe Exelon Corporation Deferred Compensation Plan to enable highly compensated employees to save for retirement to the extent they otherwise would have, were it not for the limits established by the IRS.Once(DCP) is a non-qualified plan that permits ESP participants, in the Employee Savings Planincluding NEOs, who reach theira statutory contribution limit during the year, their electedto have payroll contributions and Company matching contribution will becontributions credited to theirindividual notional accounts as provided for under the DCP in accordance with elections filed the Deferred Compensation Plans. Thepreceding year. Available notional investment options under the Deferred Compensation PlanDCP consist of a basket of investment fund benchmarks that are substantially the same as those funds available through the Employee Savings Plan.ESP and are generally payable upon termination of employment in connection with participants’ prior distribution elections. Deferred amounts represent unfunded, unsecured obligations of the Company.62Exelon 2021 Proxy Statement
Non-Qualified Deferred CompensationName Executive
Contributions
in last FY
($)
(Note 1)RegistrantContributionsin last FY($)(Note 2)AggregateEarningsin last FY($)(Note 3)AggregateWithdrawals/Distributions($)Aggregate
Balance at
last FYE
($)
(Note 4)Butler 208,333 33,784 57,132 — 671,653 Jones — — — — — Littleton 23,660 49,781 35,672 — 195,811 Glockner 29,608 45,563 27,586 — 282,430 Quiniones 14,077 49,345 11,069 — 97,352 Notes to Non-Qualified Deferred Compensation Table1.The amounts shown are included in the Salary column of the Summary Compensation Table.2.The amounts shown are included in the All Other Compensation column of the Summary Compensation Table.3.The amount shown under aggregate earnings reflects the NEO’s notional gain or loss based upon the individual allocation of his notional account balance to the basket of investment fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above because the plan does not provide for above market earnings.4.The amounts shown include amounts deferred in prior years and reported as compensation in the Summary Compensation Table through 2022: $252,625 for Mr. Butler, $68,148 for Ms. Littleton, $74,770 for Mr. Glockner, and $23,131 for Mr. Quiniones. Ms. Jones does not participate in the Plan.www.exeloncorp.com 69 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Nonqualified Deferred CompensationName Executive
Contributions
in 2020
($)
(Note 1) Registrant
Contributions
in 2020
($)
(Note 2) Aggregate
Earnings
in 2020
($)
(Note 3) Aggregate
Withdrawals/
Distributions
($)
(Note 4) Aggregate
Balance at
12/31/20
($)
(Note 4) Crane 75,425 44,179 (12,854) — 2,336,947 Nigro 15,267 19,540 (2,351) — 188,147 Cornew 19,824 24,272 (8,926) — 726,658 Von Hoene, Jr. 27,848 24,354 (13,420) — 900,587 Butler Jr. 26,250 5,648 (8,404) — 154,946 Notes to Nonqualified Deferred Compensation Table(1)The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table.(2)The full amount shown under registrant contributions is included in the Company contributions to savings plans for each NEO shown above in the All Other Compensation Table.(3)The amount shown under aggregate earnings reflects the NEO’s gain or loss based upon the individual allocation of his notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above.(4)For all NEOs the aggregate balance shown includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in Note 1 or as Company contributions under all other compensation as described in Note 2 for the current fiscal year ending December 31, 2020. For Mr. Crane, all executive and registrant contributions included in the aggregate balance have previously been disclosed in Summary Compensation Tables.Potential Payments upon Termination with or without a Change in ControlEach NEO is entitled to certain compensation in the event his or her employment terminates in certain circumstances, including a termination in connection with or upon a change in control.control of Exelon. The Talent Management and Compensation Committee adopted changes to severance and change in control benefits effective in 2020, with the amount of benefits payable being contingent upon a variety of factors, including the circumstances under which employment terminates.Severance BenefitsApplicability: Termination of employment other than for cause or disability or terminates for good reason as defined below.NEOs are entitled to certain payments and benefits in connection with athe Company’s termination of their employment, other than for cause or disability or terminatesin connection with the NEO’s resignation for good reason, as provided for in the Senior Management Severance Plan.Plan (SMSP). Benefits under the Plan includeSMSP are noted on the following items.•Base Salary: Continued payment of base salary for a period of 24 months after termination of employment•Annual Incentive: Target annual incentive awards for a period of 24 months after termination of employment and a pro-rated annual incentive award for the year in which the termination of employment occurs.•Equity Awards: Outstanding equity awards vest in whole or in part in accordance with the table on page 65.•Supplemental Management Retirement Plan Benefits: Benefit equal to the amount payable under the SMRP determined as if the SMRP benefit were fully vested and the severance pay constituted covered compensation for purposes of the SMRP.•Retirement Benefits: If applicable, benefits equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan. All current NEOs are fully vested.•Insurance, Health and Welfare Benefits: 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 coverage is available and eligibility requirements have been met.•Financial Planning: Outplacement and financial planning services for at least 12 months.Payments under the Senior Management Severance PlanSMSP 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 Senior Management Severance PlanSMSP includes the following definitions with respect to severance benefits.www.exeloncorp.com 63
benefits: COMPENSATION DISCUSSION & ANALYSIS employers under the Senior Management Severance Plan thatsubsidiaries which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities; (b) willful or reckless commission of acts or omissions which have resulted in, or in Exelon’s reasonable judgment are likely to result in, a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee or other person; (c) commission of a felony or any crime involving dishonesty or moral turpitude; (d) material violation of the Code of Business Conduct (or any corporate policies referenced therein), or of any statutory or common-law duty of loyalty; or (e) any breach by the executive of oneany of his or moreher restrictive covenants contained within the Senior Management Severance Plan.“Good reason” generally means:•with respect to severance benefits generally means the following:payable upon a regular termination of employment, a material reduction of the executive’s salary unless such reduction is part of a policy, program or arrangement applicable to peer executives of Exelon or of the Executive’s business unit that employs the executive;unit; a demotion below an executive salary band level; and solely with respect to the CEO, a material adverse reduction in the executive’s position or duties, but excluding any such change caused solely by a disposition of all or a significant portion of Exelon individuallyExelon’s business or collectively operations; and•with its affiliates as defined in the Plan.Post-Termination Arrangements for Messrs. Cornew and Von Hoene, Jr.As previously announced, the roles that Messrs. Cornew and Von Hoene, Jr. held were eliminatedrespect to severance benefits payable upon a termination in connection with organizational restructurings and ongoing succession management. Each of Messrs. Cornew and Von Hoene, Jr. entered into separation agreements providing for their receipt of standard benefits provided under the non-changeor upon a change in control provisionsof Exelon, a material reduction of the Senior Management Severance Plan, subjectexecutive’s salary, incentive compensation opportunity or aggregate benefits; a material adverse reduction in the Executive’s position, duties or responsibilities (excluding, other than with respect to customary waivers, releases, non-solicitation and non-compete provisions for two years following their departure dates. Benefits include a severance benefit equal to two times the sum of each executive’s base salary and target annual incentive awards. In addition, each is eligible for a pro-rated annual incentive award for 2021 based on the achievement of business performance metrics consistent with those applied to executive peers. In addition, in accordance with the terms in effect on the date of grant for outstanding equity awards, a portion of the performance share unit awards granted to each of Messrs. Cornew and Von Hoene, Jr. will be prorated to reflect the portion of the performance period during which they were employed and all such awards will remain outstanding and subject to their original performance-based vesting schedule. Outstanding restricted stock units will vest and any outstanding stock options will remain exercisable until their expiration date. Messrs. Cornew and Von Hoene, Jr. will also be entitled to receive accrued pension benefits, health care coverage, and other SERP or deferred compensation benefits, as applicable and as described above at page 63.Mr. Cornew also received home sale relocation benefits under which Exelon’s relocation vendor purchased the Baltimore residence Mr. Cornew acquired in connection with his relocation to Baltimore to take the role of Chief Executive Officer, of Constellation. The valuea change in reporting relationship); a relocation that increases the Executive’s one-way commuting distance to his or her primary business location or Exelon’s principal offices by more than fifty miles; or a material breach of the benefit is $216,640, based on a determinationterms of the difference between the average of two appraisals and the price Mr. Cornew paid for the home in 2012 plus qualified capital improvements as provided for under the executive relocation program’s standard terms.Change in Control BenefitsApplicability: Termination of employment following a change of controlPursuant to individual change in control agreements (Messrs. Crane and Nigro) or the Senior Management Severance Plan (Mr. Butler Jr.), these executiveSMSP, NEOs are eligible for certain benefits upon certain involuntary terminations by the Company or a resignation for “good reason” in connection with a change in control of Exelon Corporation. Pursuant to the terms of their separation agreements, Messrs. Cornew and Von Hoene, Jr. are not eligible for Exelon.A “change in control benefits.” generally includes any of the following:•when any person or group acquires 20% of Exelon’s then outstanding common stock or voting securities,•the incumbent members of the Exelon Board (or new members nominated by a majority of incumbent Directors) cease to constitute at least a majority of the members of the Exelon Board,•consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power), or•upon shareholder approval of a plan of complete liquidation or dissolution.If the executive resigns for good reason (as defined below) or his or her employment is terminated by Exelon other than for cause or disability, during the period commencing 90 days before a change of control or during the 24-month period following a change in control, the executive is entitled to the benefits outlined below.•Severance Pay: The executive receives 2.99 times base salary to be paid in substantially equal regular payroll installments.•Annual Incentive: Target annual incentive awards for a period of 2.99 years after termination of employment and a pro-rated annual incentive award for the year in which the termination of employment occurs.•Equity Awards: Outstanding equity awards in whole or in part as detailed in the table on page 65.•Supplemental Management Retirement Plan Benefits: Benefit equal to the amount payable under the SMRP determined as if (1) the executive had 2.00 additional years of age and years of service (2.99 years for Mr. Crane) and (2) the severance pay constituted covered compensation for purposes of the SMRP;•Retirement Benefits: Benefits equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan. All current NEOs are fully vested.64Exelon 2021 Proxy Statement70 Exelon 2024 Proxy StatementTableCompensation Discussion & Analysis (CD&A)Summary of Contents COMPENSATION DISCUSSION & ANALYSIS •Insurance, Health and Welfare Benefits: 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 yearsSeverance and Change in Control Benefits:•Severance Pay: In the case of severance benefits, continued payment of base salary and target annual incentive for a period of 24 months (18 months for Mr. Quiniones) after termination of employment paid in regular payroll installments. In the case of service (or any lesser eligibility requirement then in effect for regular employees); and•Financial Planning: Outplacement and financial planning services for at least 12 months.The individual change in control agreementsseverance benefits, continued payment of base salary and Seniortarget annual incentive for a period of 2.99 years (two years for Mr. Quiniones) after termination of employment paid in regular payroll installments.•Annual Incentive Award: A pro-rated award for the year in which termination of employment occurs. Awards are payable when paid to active executives.•Supplemental Management SeveranceRetirement Plan include Benefits: Benefit equal to the following definitions with respectamount payable under the SMRP, if any, determined as if the severance period (not to change in control benefits:“Change in control” includes anyexceeed 24 months) constituted service and the severance pay constituted covered compensation for purposes of the following: (a) when any person or group acquires 20%SMRP.•Insurance, Health, and Welfare Benefits: Life, long-term, disability, accident, health, and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees. Executives who were hired prior to January 1, 2018, and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of Exelon’s then outstanding common stock or of voting securities; (b) the incumbent membersservice as of the Exelon Board (or new members nominated by a majority of incumbent Directors) cease to constitute at least a majoritylast day of the membersseverance period.•Outplacement and Financial Planning: Outplacement and financial planning services for a period of the Exelon Board; (c) consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power); or (d) upon shareholder approval of a plan of complete liquidation or dissolution.Change in control benefits are also provided under the individual change in control agreements if an 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, (2) within two years after a sale or spin-off of the executive’s business unit in contemplation of a change in control that actually occurs within 60 days after such sale or spin-off (a disaggregation), or (3) within 18 months after a sale or disposition of more than 50% of Exelon’s operating assets affecting the executive’s business unit in which Exelon shareholders do not own more than 66-2/3% of the shares of the resulting entity (a “significant corporate transaction”).“Good reason” generally includes (a) a material reduction in salary, incentive compensation opportunity or aggregate benefits; (b) a material adverse reduction in the executive’s position, duties or responsibilities (other than a change in the position or level of the officer to whom the executive reports); (c) a required relocation by more than 50 miles; (d) a material breach of the terms of the individual change in control agreements or the Senior Management Severance Plan, as applicable, by Exelon or its successor.•Equity Awards – Consequences of Termination of Employment:The following table summarizes the treatment of outstanding equity awards granted under the Exelon Long-Term Incentive Plans and related severance arrangements upon a termination of employment is set forth below:–Retirement1 or Disability:Unvested restricted stock unit (RSU) awards granted in prior years vest and the RSU award granted in the current year vests if the termination is involuntary (other than for cause) or the respective reasons stated below.Award TypeEventConsequencesRSUs (including other restricted stock awards)•Retirement(1) or Disability•Death•Involuntary Termination(3) in connection with a Change in Control(4)Unvested awards vest•Voluntary Termination(2)Unvested awards are forfeited•Involuntary Termination(3)Unvested awards prorated and vestLong Term Incentive Awards (including performance share awards)•Retirement(1) or Disability•Death•Involuntary Termination(3) in connection with a Change in Control(4)Prorated portion vests based on actual performance and is payable to the recipient at the time provided for in the terms of the award•Voluntary Termination(2)Unvested awards are forfeitedStock Options•Retirement(1) or DisabilityOutstanding awards remain exercisable until the earlier of (a) 5 years from termination date or (b) expiration date of award.•Voluntary Termination(2)Outstanding awards are exercisable to the extent the award was exercisable•Involuntary Termination(3)on the date of termination and may be exercised until the earlier of (a) 90 days from termination date or (b) expiration date of award.•DeathOutstanding awards are immediately exercisable and may be exercised until the earlier of (a) 3 years from termination date or (b) expiration date of award.•Involuntary Termination(3) in connection with a Change in Control(4)Outstanding awards are immediately exercisable and may be exercised until the earlier of (a) 5 years from termination date or (b) expiration date of award.(1)Age 55 with at least 10 years of service(2)Not retirement eligible(3)Involuntary Termination means a termination by the Company for reasons other than for cause or disability or a resignation by an eligible executive for good reason(4)To be applicable, termination must occur during the period commencing 90 days before a change of control or during the 24-month period following a change in controlwww.exeloncorp.com 65
–Death:Unvested RSU awards vest. Prior year performance share awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives.–Voluntary Termination(other than retirement eligible) or Termination for Cause:Unvested RSU and performance share awards are forfeited.–Involuntary Termination (other than for cause) or Resignation for Good Reason:Unvested RSU awards vest on a pro-rated basis. Prior and current year performance share awards vest on a prorated basis, each based on actual performance and payable when paid to active executives and subject to the executive’s execution of a waiver and release of claims.–Involuntary Termination (other than for cause) or Resignation for Good Reason upon a Change in Control: Generally, unvested RSU awards vest and unvested performance share awards vest based on actual or deemed performance and are payable upon termination, subject to the executive’s execution of a waiver and release of claims, unless otherwise modified or cancelled pursuant to the terms of the LTIP.1.For purposes of equity awards, “retirement” means a voluntary or involuntary (other than for cause) termination of employment after attaining age 55 and completing at least 10 years of service with the Company.www.exeloncorp.com 71 COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Estimated Value of Benefits to be Received Upon RetirementTermination TablesThe following table showsfour tables show the estimated value of payments and other benefits to be conferred upon each NEO other than Messrs. Cornew and Von Hoene, Jr. assuming they retiredwere terminated as of December 31, 2020. These payments and benefits are in addition to2023 under various scenarios under the present value of the accumulated benefits from each NEO’s qualified and non-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 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 1,898,000 27,643,000 29,541,000 Nigro 783,000 5,723,000 6,506,000 Cornew — — — Von Hoene, Jr. — — — Butler Jr. 638,000 — 638,000 Notes to Benefits to be Received Upon Retirement Table(1)Under the terms of the 2020 AIP, a pro-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 2020 annual incentive payout after Company/business unit performance was determined.(2)Includes the value of the executives’ unvested performance share awards granted in 2018, 2019 and 2020 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards terms, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December 31, 2020 of $42.22.(3)Estimate of total payments and benefits based on a December 31, 2020 retirement date.Estimated Value of Benefits to be Received Upon Termination due to Death or DisabilityThe following table shows the estimated value of payments and other benefits to be conferred upon each NEO other than Messrs. Cornew and Von Hoene, Jr. assuming employment is terminated due to death or disability as of December 31, 2020.SMRP. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the Non-Qualified Deferred Compensation section.Name Cash
Payment
($)
(Note 1) Value of
Unvested Equity
Awards
($)
(Note 2) Total Value of All
Payments and
Benefits
($)
(Note 3) Crane 1,898,000 27,643,000 29,541,000 Nigro 783,000 7,412,000 8,195,000 Cornew — — — Von Hoene, Jr. — — — Butler Jr. 638,000 6,242,000 6,880,000 In each table, the amounts are rounded to the nearest thousands and the value of unvested equity awards is based on Exelon’s closing stock price on December 29, 2023, of $35.90 (December 31, 2023 being a Sunday).Estimated Value of Benefits to be Received Upon RetirementName Cash
Payment
($)
(Note 1)Value of Unvested
Equity Awards
($)
(Note 2)Total Value ofAll Paymentsand Benefits($)Butler 2,266,000 — 2,266,000 Jones 788,000 — 788,000 Littleton 788,000 — 788,000 Glockner 669,000 — 669,000 Quiniones 614,000 — 614,000 Notes to Benefits to be Received Upon Retirement Table1.Represents the portion of the executives’ AIP award (based on actual performance) that, per applicable award terms, the executive would be eligible to receive upon a qualifying termination of employment, including retirement.2.As of December 31, 2023, none of the NEOs had met the criteria for retirement eligibility with respect to equity awards and therefore unvested equity awards would be forfeited upon retirement.Estimated Value of Benefits to be Received Upon Termination due to Death or DisabilityName Cash
Payment
($)
(Note 1)Value of Unvested
Equity Awards
($)
(Note 2)Total Value ofAll Paymentsand Benefits($)Butler 2,266,000 13,295,000 15,561,000 Jones 788,000 2,263,000 3,051,000 Littleton 788,000 3,844,000 4,632,000 Glockner 669,000 3,772,000 4,441,000 Quiniones 614,000 1,930,000 2,544,000 Notes to Benefits to be Received Upon Termination due to Death or Disability Table(1)Under the terms of the 2020 AIP, a pro-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’ 2019 annual incentive payout after Company/business unit performance was determined.(2)Includes1.Represents the portion of the executives’ AIP award (based on actual performance) that, per applicable award terms, would be payable upon death or disability.2.Represents the value of the executives’ unvested performance share awards granted in 2018, 2019, and 2020 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards terms, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December 31, 2020 of $42.22.(3)Estimate of total payments and benefits based on a December 31, 2020 termination due to death or disability.66Exelon 2021, Proxy Statement72 Exelon 2024 Proxy Statement COMPENSATION DISCUSSIONCompensation Discussion & ANALYSIS Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in ControlThe following table shows the estimated value of payments and other benefits to be conferred upon each NEO assuming they were terminated as of December 31, 2020 under the terms of the Senior Management Severance Plan. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the Deferred Compensation section.Name Cash
Payment
($)
(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
($)
(Note 6) Crane 8,234,000 2,471,000 27,643,000 112,000 40,000 38,500,000 Nigro 3,959,000 270,000 6,961,000 35,000 40,000 11,265,000 Cornew 4,769,000 362,000 7,544,000 44,000 40,000 12,759,000 Von Hoene, Jr. 4,785,000 306,000 7,549,000 33,000 40,000 12,713,000 Butler Jr. 3,298,000 186,000 4,838,000 41,000 40,000 8,403,000 Name Cash
Payment
($)
(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
($)Butler 8,266,000 420,000 7,603,000 48,000 40,000 16,377,000 Jones 3,357,000 193,000 1,113,000 42,000 40,000 4,745,000 Littleton 3,357,000 — 2,480,000 46,000 40,000 5,923,000 Glockner 2,995,000 — 2,591,000 19,000 40,000 5,645,000 Quiniones 2,272,000 — 941,000 16,000 40,000 3,269,000 Notes to Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control Table(1)Represents the estimated severance benefit equal to two times the sum of the executive’s (i) current base salary and (ii) the target annual incentive for the year of termination, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2020 annual incentive payout after Company/business unit performance was determined.(2)Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan.(3)Includes the value of the executives’ unvested performance share awards granted in 2018, 2019, and 2020 assuming target performance and the unvested portion of the executives’ RSU awards that, per applicable awards terms, would vest upon an involuntary separation not related to a change of control. The value of the shares is based on Exelon’s closing stock price on December 31, 2020 of $42.22.(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)Estimate of total payments and benefits based on a December 31, 2020 termination date.1.Represents the estimated cash severance benefit plus the portion of the executives’ AIP award (based on actual performance) that, in each case, would be payable upon a separation not related to a change in control (described above).2.Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan.3.Represents the value of the executives’ unvested performance share awards granted in 2021, and 2022 and 2023 (assuming target performance) and the unvested portion of the executives’ RSU awards that, per applicable award terms, would vest upon an involuntary separation not related to a change of control.4.Represents estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period.5.Represents estimated costs of outplacement and financial planning services for 12 months.Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in ControlThe following table shows the estimated value of payments and other benefits to be conferred upon each NEO other than Messrs. Cornew and Von Hoene, Jr. assuming termination upon a qualifying change in control as of December 31, 2020. Such payments and benefits are in addition to the present value of accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the 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) Scaleback Total
Value of All
Payments
and Benefits
($)
(Note 6) Crane 11,370,000 3,976,000 27,643,000 168,000 40,000 — 43,197,000 Nigro 5,530,000 427,000 7,412,000 53,000 40,000 — 13,462,000 Cornew — — — — — — — Von Hoene, Jr. — — — — — — — Butler Jr. 4,615,000 278,000 6,242,000 62,000 40,000 (1,438,000) 9,799,000 www.exeloncorp.com 67Name Cash
Payment
($)
(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)Scaleback Total Value of
All Payments
and Benefits
($)Butler 11,236,000 628,000 13,295,000 71,000 40,000 — 25,270,000 Jones 4,628,000 288,000 2,263,000 62,000 40,000 — 7,281,000 Littleton 4,628,000 — 3,844,000 69,000 40,000 — 8,581,000 Glockner 4,146,000 — 3,772,000 28,000 40,000 — 7,986,000 Quiniones 2,825,000 — 1,930,000 21,000 40,000 — 4,816,000 COMPENSATION DISCUSSION & ANALYSIS Notes to Benefits to be Received Upon a Qualifying Termination following a Change in Control Table1.Represents the estimated cash severance benefit payable upon a qualifying termination following a change in control (described above) plus the executive’s AIP award based on actual performance.2.Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that two years of the severance pay constituted covered compensation for purposes of the
non-qualified pension plan.3.Represents the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (for 2021, 2022 and 2023, assuming target performance) and the accelerated portion of the executives’ RSUs that would vest upon a qualifying termination following a change in control.4.Represents estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period.5.Represents estimated costs of outplacement and financial planning services for 12 months.(1)Represents the estimated cash severance benefit equal to 2.99 times the sum of the executive’s (i) current base salary and (ii) the annual incentive award at target, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2020 annual incentive payout after Company/business unit performance was determined.(2)www.exeloncorp.comRepresents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that two years of the severance pay (2.99 years for Mr. Crane) constituted covered compensation for purposes of the non-qualified pension plan.(3)Includes the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (it is assumed the 2018, 2019, and 2020 performance shares are earned at target) and the accelerated portion of the executives’ RSUs that 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 31, 2020 of $42.22.(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)Estimate of total payments and benefits based on a December 31, 2020 termination date.73Compensation Discussion & Analysis (CD&A)CEO Pay RatioAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of annual total compensation, calculated pursuant to SEC rules, of our median employee and our CEO, Christopher M. Crane. Calvin G. Butler, Jr.During 2023, there were no changes to our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio calculations and disclosure. Accordingly, consistent with SEC rules, we have calculated and presented the CEO pay ratio for 2023, below, on the basis of the same median employee identified as of December 31, 2022.For 2020,the year ended December 31, 2023, the total compensation for Mr. Butler was $12,266,720 as reported in the “Total” column of the Summary Compensation Table on page 63. The total annual compensation for the median employee was $146,180. Based on these values, the ratio of annual total compensation of our CEO and the median of the annual total compensation of all employees for 2023 was 96:84:1, 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 $15,178,000 and $157,000, respectively.OnAs previously reported in our 2023 Proxy statement, on December 31, 2020,2022, our employee population consisted of approximately 32,33919,063 individuals (excluding(including the CEO), which includes two employees based in the United Kingdom and eight employees based in Canada. We chose 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 used to identify the median employee was W-2 Box 1 wages for employees as of December 31, 2020.2022. 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 57 in this proxy statement for our NEOs. This ratio is a reasonablean 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.68Exelon 2021 Proxy Statement74 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)Pay For PerformanceAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis. Value of initial fixed $100
investment based on: Year
(a)Summary
Compensation
Table Total for PEO
($) Compensation
Actually Paid to PEO
($)Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
(d)Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(e)Exelon Total
Shareholder
Return
($)
(f)Peer Group
Total
Shareholder
Return
($)
(g)Net Income
(millions)
($)
(h)Utility
Earned
ROE*
(i)Butler
(b1)Crane
(b2)Butler
(c1)Crane
(c2)2023 12,266,720 9,261,591 3,247,012 2,557,696 127 111 2,328 9.3% 2022 6,286,091 30,084,980 5,509,746 10,875,275 3,223,949 2,895,438 147 122 2,054 9.4% 2021 — 15,667,002 — 29,721,525 5,459,913 7,403,484 136 121 1,616 9.2% 2020 — 14,440,051 — 9,364,603 4,611,546 3,334,402 96 103 1,099 8.7% Notes to Pay-For-Performance Table1.The dollar amounts reported in column (b1) are the amounts of total compensation reported for Mr. Butler (our current Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.2.The dollar amounts reported in column (b2) are the amounts of total compensation reported for Mr. Crane (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.3.The dollar amounts reported in columns (c1) and (c2) represent the amount of “compensation actually paid” to Messrs. Butler and Crane, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Crane and Butler during the applicable year. Compensation actually paid is determined using the following assumptions:Date Performance Share
CycleClosing Stock
Price
($)Performance TSR Performance fair
value multiplier12/31/2023 2023-2025 35.90 98.92 % 88.90 % 87.94 % 12/31/2023 2022-2024 35.90 92.36 % 98.20 % 90.70 % 12/31/2023 2021-2023 35.90 100.70 % 101.76 % 102.48 % 12/31/2022 2022-2024 43.23 89.19 % 108.60 % 96.86 % 12/31/2022 2021-2023 43.23 88.29 % 107.10 % 94.56 % 12/31/2022 2020-2022 43.23 100.00 % 100.00 % 100.00 % 12/31/2021 2021-2023 57.76 96.22 % 128.10 % 123.26 % 12/31/2021 2020-2022 57.76 91.73 % 124.10 % 113.84 % 12/31/2021 2019-2021 57.76 80.53 % 87.69 % 70.62 % 12/31/2020 2020-2022 42.22 90.33 % 95.10 % 85.90 % 12/31/2020 2019-2021 42.22 82.27 % 78.90 % 64.91 % 12/31/2020 2018-2020 42.22 76.01 % 83.74 % 63.65 % 12/31/2019 2019-2021 45.59 96.30 % 76.30 % 73.48 % 12/31/2019 2018-2020 45.59 99.97 % 96.90 % 96.87 % 12/31/2019 2017-2019 45.59 114.76 % 93.85 % 107.70 % www.exeloncorp.com 75 Compensation Discussion & Analysis (CD&A)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to their total compensation for each year to determine the compensation actually paid: Adjustments Year Reported Summary
Compensation Table
Total for PEO
($)Reported Value of
Equity Awards
(a)
($)Equity Award
Adjustments
(b)
($)Reported Change
in the Actuarial
Present Value of
Pension Benefits
(c)
($)Pension Benefit
Adjustments
(d)
($)Compensation
Actually
Paid to PEO
($)2023 - Butler12,266,720 (7,951,800) 5,150,486 (320,832) 117,017 9,261,591 2022 - Butler6,286,091 (3,423,719) 2,745,053 (198,532) 100,853 5,509,746 2022 - Crane30,084,980 (11,768,964) 4,732,580 (12,647,990) 474,669 10,875,275 2021 - Crane15,667,002 (10,823,207) 25,401,442 (1,071,663) 547,951 29,721,525 2020 - Crane14,440,051 (10,256,308) 5,382,246 (757,754) 556,368 9,364,603 (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.(b)The amounts deducted or added in calculating the equity award adjustments are as follows: Year End
Fair Value
of Equity Awards
($)Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
($)Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years that
Vested in the Year
($)Fair Value at the
End of the Prior
Year of Equity
Awards that Failed to Meet Vesting
Conditions in
the Year
($)Total Equity
Award
Adjustments
($)2023 - Butler6,395,326 (1,150,012) — (94,827) — 5,150,486 2022 - Butler3,175,677 (371,367) — (59,257) — 2,745,053 2022 - Crane10,916,328 (1,221,723) — (134,318) (4,827,707) 4,732,580 2021 - Crane17,095,928 8,081,315 — 224,199 — 25,401,442 2020 - Crane9,023,213 (4,145,220) — 504,253 — 5,382,246 (c)The amounts included in this column are the amounts reported in “Change in Pension and Non-qualified Deferred Compensation” column of Contentsthe Summary Compensation Table for each applicable year.(d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Crane or Mr. Butler during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with US GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: Service Cost
($)Prior Service Cost
($)Total Pension Benefit
Adjustments
($)2023 - Butler117,017 — 117,017 2022 - Butler100,853 — 100,853 2022 - Crane474,669 — 474,669 2021 - Crane547,951 — 547,951 2020 - Crane556,368 — 556,368 4.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEO(s)) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mses. Jones and Littleton, and Messrs. Glockner and Quiniones; (ii) for 2022, Mses. Jones and Littleton and Messrs. Glockner and Quiniones, and Joseph Nigro; (iii) for 2021, Messrs. Butler, Nigro, Bryan Hanson, James McHugh, Kenneth Cornew, and William Von Hoene, Jr.; and (iv) for 2020, Messrs. Butler, Nigro, Cornew, and Von Hoene.76 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)5.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a Report ongroup (excluding the ImpactPEO(s)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note 3: Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
($)Average
Reported Value
of Equity Awards
($)Average Equity
Award Adjustments
(a)
($)Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
($)Average Pension
Benefit Adjustments
(b)
($)Average
Compensation
Actually Paid to
Non-PEO
NEOs
($)2023 3,247,012 (1,525,550) 857,766 (35,079) 13,546 2,557,696 2022 3,223,949 (1,596,116) 1,300,459 (69,879) 37,024 2,895,438 2021 5,459,913 (2,482,776) 4,497,496 (210,792) 139,643 7,403,484 2020 4,611,546 (2,423,879) 1,244,418 (228,141) 130,458 3,334,402 (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows: Average
Year End
Fair Value of
Equity Awards
($)Year over Year
Average Change
in Fair Value of
Outstanding
and Unvested
Equity Awards
($)Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year
($)Year over
Year Average
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
($)Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)Average Value
of Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
($)Total
Average
Equity
Award
Adjustments
($)2023 1,226,942 (290,123) — (79,052) — — 857,766 2022 1,480,481 (162,202) — (17,819) — — 1,300,459 2021 2,889,493 1,563,343 — 44,660 — — 4,497,496 2020 2,132,461 (998,587) — 110,543 — — 1,244,418 (b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows: Average
Service Cost
($)Average Prior
Service Cost
($)Total Average
Pension Benefit
Adjustments
($)2023 13,546 — 13,546 2022 37,024 — 37,024 2021 139,643 — 139,643 2020 130,458 — 130,458 6.The values in column (f) represent cumulative TSR which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The measurement period with respect to each covered fiscal year is the period between December 31, 2019 and December 31 of the covered year.7.The values in column (g) represent the peer group TSR. The peer group used for this purpose is the published industry index: Philadelphia Utility Index (UTY), a market capitalization-weighted index composed of geographically diverse public utility stocks.8.The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.9.Utility Earned ROE in column (i) is calculated using adjusted (non-GAAP) operating earnings, reflecting all lines of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year. Management uses operating ROE as a measurement of the actual performance of the company’s utility business. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Utility Earned ROE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.www.exeloncorp.com 77 Compensation Discussion & Analysis (CD&A)DiscussionTSR Absolute and Relative Performance to the UTYThe chart below compares the cumulative TSR outperformance of Exelon Plans Involving Electric Vehicles and Charging Stations with Regard to Child Labor Outside the United StatesSteven J. Milloy has notifiedpeer group (UTY).
Exelon’s Financial Metrics that Align to the Overall Business Strategy to Drive CompensationThe following are the most important financial performance measures, as determined by the Company, that he intendslink compensation actually paid to submitour NEOs to the followingCompany’s performance for the most recently completed fiscal year: Adjusted (non-GAAP) operating EPS*, Exelon Net Income (GAAP), and Utility Earned ROE*.Exelon’s Pay for Performance AlignmentThe chart below compares the PEO and other NEOs’ Compensation Actually Paid (CAP) to TSR.
78 Exelon 2024 Proxy StatementCompensation Discussion & Analysis (CD&A)The chart below compares the PEO and other NEOs’ CAP to Exelon Net Income (GAAP).
The chart below compares the PEO and other NEOs’ CAP to Utility Earned ROE.
www.exeloncorp.com 79 Management Proposal: Special MeetingsPROPOSAL4Amend our Articles of Incorporation to Allow Shareholders Owning at least 25% of our Stock to Call Special Meetings The Board recommends a vote FOR the amendment to our Articles of Incorporation.We are asking shareholders to approve an amendment to our governing document that would allow shareholders collectively owning 25% or more of our outstanding capital stock to call special meetings, reflecting the minimum ownership threshold permitted under the law of Pennsylvania, our state of incorporation.BACKGROUNDSection 432 of our Amended and Restated Articles of Incorporation currently does not permit our shareholders to call a special meeting of shareholders, and limits that right to the Board of Directors. In response to the shareholder proposal (Proposal 5) and as part of the Board’s continuing review of our corporate governance practices, the Board has determined that it is in the best interest of the Company and its shareholders to recommend that shareholders approve the removal and replacement of such Section 432. The replacement provision proposed by the Board permits shareholders owning 25% or more of our outstanding capital stock – the minimum ownership threshold permitted under Pennsylvania law – to call a special meeting of shareholders. The Board also recommends that shareholders approve the amendment of Section 502 of the Amended and Restated Articles of Incorporation to remove certain obsolete language related to the Company’s transition to a non-classified Board in 2008.Contingent on the approval and adoption of this Proposal 4, the Amended and Restated Bylaws will be amended to allow shareholders owning 25% or more of our outstanding capital stock to call a special meeting of shareholders. Under the amendments to be adopted, shareholders must comply with certain ownership and procedural requirements as set forth in the amendments to the Amended and Restated Bylaws provided in Appendix B to this Proxy Statement, which are described below.EFFECT OF THE AMENDMENTAmending Article IV of our Amended and Restated Articles of Incorporation to allow shareholders owning 25% or more of our outstanding stock to call a special meeting of the shareholders, together with the anticipated revisions to our Amended and Restated Bylaws implementing the mechanisms for such action, would meaningfully increase shareholder rights and is consistent with the Board’s support for strong corporate governance practices. In proposing to establish a special meeting right for shareholders, the Board is bound by Pennsylvania state law, which expressly requires a minimum 25% ownership threshold for shareholders to call a special meeting. While this is the lowest legally permitted ownership threshold, the Board also believes it strikes a reasonable and acceptable balance. It enhances shareholder rights, while ensuring that special meetings (which involve significant time and expense for the Board and management) are called only when appropriate and supported by a substantial proportion of our shareholders.The proposed right of shareholders to request that the Company call special meetings would also be subject to the notice, information and other requirements set forth in the amendments to the Amended and Restated Bylaws provided in Appendix B to this Proxy Statement. The Board believes these requirements, which are similar to those commonly adopted by companies with special meeting rights, are important to avoid inappropriate, duplicative and/or unnecessary special meetings. If this Proposal 4 is adopted, the Amended and Restated Bylaws will be amended to provide, in part, that:•Shareholders who own at this year’s Annual Meeting. Mr. Milloy has indicatedleast 25% of the outstanding capital stock of the Company entitled to vote on each of the matters proposed to be considered at such special meeting may request that he beneficially owns 100the Board call a special meeting of shareholders. (Article II, Section 2.03(a)). A shareholder would be deemed to “own” only those outstanding shares of the Company’s capital stock as to which the shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. (Article II, Section 2.17(e)(v))•Shareholders requesting a special meeting must furnish, among other items, information that is the same in all material respects as would be required when shareholders seek to nominate a candidate for director or propose other business to be brought before a meeting of shareholders under the Amended and Restated Bylaws. (Article II, Section 2.03(b)(iv))80 Exelon2024 Proxy Statement•The Company will not be required to call a special meeting of shareholders if the special meeting request (i) does not comply with the requirements pertaining to special meeting requests set forth in the Amended and Restated Bylaws; (ii) relates to an item of business that is not a proper matter for shareholder action under applicable law; (iii) is received by the Company during the period commencing 90 days prior to the first anniversary of the preceding year’s annual meeting and ending on the earlier of the date of the next annual meeting and 30 days after the first anniversary of the date of the previous meeting; (iv) relates to an item of business that is identical or substantially similar to any item of business that was previously presented or will be presented at a shareholder meeting, subject to certain specifications; or (v) violates the laws and regulations regarding the solicitation of proxies. (Article II, Section 2.03(c))•Any disposition of shares that count toward the 25% ownership threshold would be treated as a revocation of a shareholder request for a special meeting with respect to those shares. (Article II, Section 2.03(b))LANGUAGE OF PROPOSED AMENDMENTThe proposed changes to our Amended and Restated Articles of Incorporation, with deletions indicated by strike-outs and additions indicated by underlining, are set forth in Appendix A to this Proxy Statement. This summary is qualified in its entirety by reference to Appendix A.The amendments to the Amended and Restated Bylaws that will be adopted in the event that this Proposal 4 is adopted are set forth in Appendix B to this Proxy Statement, with deletions indicated by strike-outs and additions indicated by underlining. This summary is qualified in its entirety by reference to Appendix B.VOTE REQUIRED AND RECOMMENDATIONApproval of this Proposal 4 requires the affirmative vote of the votes cast. Abstentions and broker non-votes (if any) are not votes cast and, accordingly, will have no effect on the outcome of this Proposal 4.The Board of Directors unanimously recommends a vote “FOR” the approval of the amendment to our Amended and Restated Articles of Incorporation to remove and replace the limitation on shareholders calling special meetings of shareholders with a provision that permits such action. The Board of Directors retains the discretion to abandon, and not implement, the amendment to our Amended and Restated Articles of Incorporation described in this Proposal 4 at any time before it becomes effective.www.exeloncorp.com 81 PROPOSAL5Adopt a Shareholder Right to Call a Special Shareholder Meeting 
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock. Westock the power to call a special shareholder meeting (or the lowest percentage according to state law) regardless of length of stock ownership also in accordance with state law. And to enable street name shareholders and non street name shareholder to have as much equal rights in calling for a special shareholder meeting as allowed by state law. This includes making the necessary changes in plain English.Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.Management will provide his address promptly uponhave an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a shareholder’s oral or written request. The proponentrealistic Plan B option of calling a special shareholder meeting. Often the management of a company will claim that shareholders have multiple means to communicate with management - but in most cases these are low impact means that are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is responsiblean important step for the contenteffective shareholder engagement with management.Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors.With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.Please vote yes:Adopt a Shareholder Right to Call a Special Shareholder Meeting — Proposal 5Board’s Response to Shareholder Proposal•As indicated in Proposal 4, the Board recommends that shareholders approve an amendment to the Amended and Restated Articles of Incorporation that would allow shareholders owning at least 25% of the Company’s outstanding capital stock to call a special meeting of shareholders.•Exelon is a Pennsylvania corporation governed by Pennsylvania law, which establishes 25% as the minimum ownership threshold for shareholders to call a special meeting. A 10 percent ownership threshold as proposed is not permissible under Pennsylvania law and thus cannot be adopted.•If Proposal 4 is approved by shareholders, the Company’s bylaws will be amended to implement a 25% ownership threshold, the lowest allowed by law, and provide for reasonable and common requirements for calling special meetings. This would enhance shareholder rights while protecting the long-term interests of the Company and its shareholders.X The Board recommends a vote “AGAINST” the Shareholder Proposal.The Board has already responded to this proposal by recommending, in Proposal 4, that shareholders approve the amendment of the Company’s governing documents to provide shareholders with the right to call special meetings, in a manner consistent with state law.The Board is bound by the law of Pennsylvania, the Company’s state of incorporation, which establishes 25% as the minimum ownership threshold for shareholders to call a result,special meeting. The 10% ownership threshold under this proposal would contravene the Company’s governing law and therefore is not legally permissible to adopt.The Board recommends that shareholders approve Proposal 4, which would grant shareholders owning at least 25% of the Company’s outstanding capital stock the right to call a special meeting. The Company’s Proposal 4 is directly responsive to the request in the proposal82 Exelon 2024 Proxy Statementthat asks the Board to adopt a special meeting right at the lowest ownership threshold permitted by state law if different from the proposed 10% threshold.Recognizing that shareholders generally support the ability of shareholders to request special meetings, the Board believes this right should be adopted in a manner that is permissible under state law and helps ensure that special meetings are called only when appropriate. The special meeting right the Board proposes in Proposal 4, reflecting the lowest ownership threshold permitted under state law and reasonable information and other requirements, enhances shareholder rights while protecting the long-term interests of the Company and its shareholders.Shareholders seeking the ability to call special meetings should vote in favor of Proposal 4, and against this proposal, because approval of Proposal 4 would establish such a shareholder right, whereas approval of this proposal would not.Shareholders should be aware that this shareholder proposal is advisory only. Approval of this proposal would not responsibleresult in the requested action being taken by the Board and, therefore, would not in fact create a shareholder right to call for any inaccuraciesa special meeting. To create such a right, the proposal or statement may contain.The proponent’s concern relatesCompany’s shareholders must approve an amendment to a supply chain issue associated with rechargeable battery productionthe Amended and decisions made by electric vehicle manufacturers. As this issue is well outside Exelon’s primary business focus and control,Restated Articles of Incorporation, which the Board is confidentrecommending that this proposal is NOT in the best interestsshareholders adopt under Proposal 4. Only shareholder approval of Exelon or its shareholders.The Board recommends a vote “AGAINST” this proposal from Steven J. Milloy. 
Child Labor AuditResolved:Shareholders request that, beginning in 2021, Exelon report toProposal 4 will provide shareholders on the extent to which its business plans with respect to electric vehicles and their charging stations may involve, rely or depend on child labor outside the United States.Supporting Statement:Exelon’s business plans involve the promotion of electric vehicles. Exelon hopes to profit from the charging of such vehicles. But according to Amnesty International and media reports:•Cobalt is an expensive metal used in electric car batteries.•59% of the global cobalt supply comes from the Democratic Republic of the Congo•Cobalt mining in the Congo is often done by children — as many as 40,000 — working in brutal and unsafe conditions. A euphemism for these children is “informal” workers.•Many of these children are injured and killed in these conditions.•Such child labor is a gross violation of human rights.More information on these human rights violations may be found at https://junkscience.com/2020/10/mean-and-unclean-electric-cars-powered-by-child-labor-in-africa/.Shareholders have the right to knowcall special meetings; therefore, the extentBoard recommends that shareholders vote in favor of Proposal 4 and vote against this proposal.Exelon’s existing corporate governance policies and practices demonstrate and promote accountability to which, if anyshareholders.Exelon already maintains robust governance practices that promote Board accountability and intentionally or not, Exelon’s business plans rely on or involve enhance shareholder rights, including:•the direct or indirect exploitationannual election of child labor and/ordirectors;•no supermajority vote requirements to amend the violationarticles of incorporation and bylaws;•annual say-on-pay votes;•a process for shareholders to communicate with members of the human rightsBoard, as described in this Proxy Statement;•eight of child workers outsideExelon’s nine Director nominees are “independent” under the United States.standards adopted by the U.S. Securities and Exchange Commission and NASDAQ;•an independent chairman of the Board;www.exeloncorp.com 69
•proxy access rights; and•an active shareholder engagement program. SHAREHOLDER PROPOSAL Board of Directors’ Statement in Opposition to Proposal from Steven J. MilloyRecommendation of the Board:The Exelon Board of Directors considered the proposal and concluded the preparation of the requested report would have no value to Exelon’s shareholders and therefore recommends a vote AGAINSTthis proposal.As an electric service provider, Exelon is responding to the needs and desires of its customers and state and local governments to increase adoption of electric vehicles and access to charging infrastructure.Exelon cannot project or control the types of vehicles that consumers or businesses may purchase or use within our service territories or control the battery technologies that such vehicles may utilize. Nor can Exelon project or control how electric vehicle manufacturers might work with their battery suppliers to transition to technologies not reliant on cobalt or address issues related to the sourcing of cobalt as a raw material.Exelon’s business strategy appropriately recognizes and seeks to respond to the near- and long-term trend towards transportation electrification.Increased deployment of electric vehicles is occurring as part of a broader evolution of transportation – one driven by consumers, policymakers, and other stakeholders seeking to address a range of issues, including carbon emissions. Exelon’s business strategy seeks to anticipate and enable these trends, and it is incumbent on the company to plan for how the delivery systems will need to respond to these trends to ensure continued reliability and performance.Although Exelon is expanding the use of electric vehicles in its fleets and is promoting the use of electric vehicles to mitigate climate change, the issues associated with the sourcing of cobalt are far beyond the scope of control of Exelon’s supply chain or business plans. Exelon acknowledges that there have been supply chain issues involving human rights identified with the sourcing of cobalt, which is used as a key element for the production of rechargeable batteries, including those used with electric vehicles.The issues surrounding child labor and human rights violations associated with cobalt production are best addressed through existing manufacturing supply chain initiatives and industry trade groups with a much more direct influence on the situation.Roughly 50% of global cobalt production is used to manufacture rechargeable batteries, which are used in a variety of equipment including portable devices such as mobile phones, tablets and laptop computers, electric vehicles, and stationary devices. In 2017, manufacturers established the Responsible Cobalt Initiative that aims to increase supply chain transparency through an internationally acceptable audit standard for cobalt refiners; to work on the ground with artisanal miners; and to provide a single voice to communicate with cobalt users. In addition, investments in battery technology research and development are demonstrating that alternative materials in lieu of cobalt present real options and efforts underway are also improving technologies for recycling cobalt batteries at end of life.With respect to purchases of equipment with batteries, Exelon’s suppliers are required to comply with the Exelon Corporation Code of Business Conduct, and we work directly with suppliers and through industry coalitions to address supply chain social and environmental issues.The Company believes in the importance of ethical sourcing in its supply chain and is committed to responsible business practices. All Exelon business partners, including our suppliers, are required to comply with the Exelon Corporation Code of Business Conduct (the “Code”). The Code establishes requirements for how Exelon and our business partners will conduct their business operations. All suppliers must meet Exelon’s standards, including basic work conditions, compensation and environmental performance review.Regarding electric vehicles purchased for our own operations, Exelon currently works with Ford Motor Company, which has supply chain programs specifically addressing cobalt sourcing issues, including their participation in the aforementioned Responsible Cobalt Initiative. Exelon also participates in the Electric Utilities Sustainable Supply Chain Alliance, a coalition of utilities and suppliers working together to advance sustainability best practices in utility supply chain activities and supplier networks.70Exelon 2021 Proxy Statementwww.exeloncorp.com 83 Ownership of
Exelon StockStock Ownership of Directors and Executive OfficersThe following table shows the ownership of Exelon common stock as of MarchFebruary 1, 20212024, by each Director and each NEO in the Summary Compensation Table, and for all Directors and executive officers as a group.Directors and Named Executive Officers Beneficial
Ownership of
Common
Stock
(Note 1) Common Stock
Underlying
Options
Exercisable
Within 60 Days Total Shares
Beneficially
Owned
(Note 2)Anthony Anderson 30,999 0 30,999 Ann Berzin 100,276 0 100,276 Laurie Brlas 8,180 0 8,180 Marjorie Rodgers Cheshire 2,255 0 2,255 Yves de Balmann 79,120 0 79,120 Nicholas DeBenedictis 66,390 0 66,390 Linda Jojo 20,849 0 20,849 Paul Joskow 57,987 0 57,987 Robert Lawless 118,920 0 118,920 John Richardson 5,101 0 5,101 Mayo Shattuck III 310,619 0 310,619 John Young 8,980 0 8,980 Christopher M. Crane 717,588 285,000 1,002,588 Joseph Nigro 153,086 13,000 166,086 Kenneth W. Cornew 127,330 70,000 197,330 William A. Von Hoene, Jr. 262,670 88,000 350,670 Calvin G. Butler Jr. 139,157 0 139,157 Directors & Executive Officers as a group (24 people) (Note 3) 2,587,525 488,000 3,075,525 (1)Includes any shares as to which the individual has sole or shared voting 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 Exelon executive officers listed in Item 1, “Executive Officers of the Registrants” in Exelon’s 2020 Annual Report on Form 10-K filed on February 24, 2021, who are not NEOs for purposes of compensation disclosure.www.exeloncorp.com 71The shares owned by Directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of common stock outstanding.Shares Owned
Directly or
Indirectly (Note 1)Total Shares
Beneficially OwnedNon-Employee Directors Anthony Anderson 57,525 57,525 W. Paul Bowers 18,401 18,401 Marjorie Rodgers Cheshire 19,766 19,766 Linda P Jojo 42,767 42,767 Charisse R. Lillie313,651 13,651 Anna Richo31,732 1,732 Matt Rogers32,849 2,849 Bryan Segedi3— — John Young 25,509 25,509 Named Executive Officers Calvin G. Butler, Jr. 288,566 288,566 Jeanne Jones 84,561 84,561 Gayle Littleton 74,036 74,036 David Glockner 66,730 66,730 Gil Quiniones 27,311 27,311 All other executive officers 270,340 270,340 Directors & Executive Officers as a group (19 people)2993,744 993,744 1.Includes any shares as to which the individual has sole or shared voting or investment power, Directors’ deferred stock units granted under the Exelon deferred stock unit plan along with accumulated units from automatic dividend reinvestment, 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 includes shares held by all Directors and NEOs, as well as Exelon executive officers listed in Item 1, “Executive Officers of the Registrants” in Exelon’s 2023 Annual Report on Form 10-K filed on February 21, 20243.Ms. Lillie and Mr. Rogers were elected to the board effective April 25, 2023. Ms. Richo was elected to the board effective August 1, 2023, and Mr. Segedi was elected to the board effective January 1, 2024.84 Exelon 2024 Proxy Statement OWNERSHIP OF EXELON STOCK Other Significant Owners
of Exelon StockShown 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 13G (or Schedule 13G/A) filedfilings made with the SEC by:•BlackRock, Inc. on January 29, 2021;•Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP jointly filed on February 3, 2021;•The Vanguard Group on February 10, 2021; and•State Street Corporation on February 16, 2021.Name and address of beneficial owner Shares
beneficially owned Percentage
of classThe Vanguard Group(1)
100 Vanguard Blvd., Malvern, PA 19355 83,391,341 8.56% BlackRock, Inc.(2)
55 East 52nd Street, New York, NY 10055 77,161,858 7.9% Wellington Management Group LLP(3)
Wellington Group Holdings LLP
Wellington Investment Advisors Holdings LLP
c/o Wellington Management Company LLP
280 Congress Street, Boston, MA 02210 75,359,646 7.74% State Street Corporation(4)
State Street Financial Center
One Lincoln Street, Boston, MA 02111 59,883,500 6.15% (1)The Vanguard Group disclosed in its Schedule 13G/A that it has sole power to vote or direct the vote of 0 shares, shared voting power over 1,573,299 shares, sole power to dispose or direct the disposition of 79,113,691 shares, and shared dispositive power over 4,277,650 shares.(2)BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of 66,117,799 shares and sole power to dispose or direct the disposition of 77,161,858 shares.(3)Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP disclosed in its Schedule 13G/A that it has shared voting power over 73,362,922 shares and shared dispositive power over 75,359,646.(4)State Street Corporation disclosed in its Schedule 13G that it has shared voting power over 46,649,195 shares and shared dispositive power over 59,831,569 shares.72 Exelon 2021 Proxy Statement•BlackRock, Inc. on January 25, 2024,•State Street Corporation on January 30, 2024,•Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP jointly filed on February 8, 2024, and•The Vanguard Group on February 13, 2024Name and Address of Beneficial Owner Shares
Beneficially
OwnedPercentage
of ClassWellington Management Group LLP193,146,069 9.37 % Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP Wellington Management Company LLP c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210 The Vanguard Group290,559,553 9.10 % 100 Vanguard Blvd., Malvern, PA 19355 BlackRock, Inc.390,113,916 9.10 % 50 Hudson Yards,, New York, NY 10001 State Street Corporation462,628,342 6.30 % 1 Congress Street, Suite 1, Boston, MA 02114 1.Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power over 89,879,302 shares, sole dispositive power over 0 shares, and shared dispositive power over 93,146,069 shares. Wellington Management Company LLP disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power of 87,678,701 shares, sole dispositive power over 0 shares and shared dispositive power over 88,498,373 shares.2.The Vanguard Group disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power over 1,708,642 shares, sole dispositive power over 85,852,753 shares, and shared dispositive power over 4,706,800 shares.3.BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole voting power over 81,698,510 shares, shared voting power over 0 shares, sole dispositive power over 90,113,916 shares, and shared dispositive power over 0 shares.4.State Street Corporation disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power over 37,353,100 shares, sole dispositive power over 0 shares, and shared dispositive power over 62,628,342 shares.www.exeloncorp.com 85 TableAdditional InformationThe Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated Bylaws, and the charters for each of the standing Committees of the Board of Directors are available on the Exelon website at www.exeloncorp.com.Copies are available without charge to any shareholder who requests them by writing to to the Corporate Secretary at the address noted below. In addition, our political contributions guidelines, biographical information concerning each Director, and all our filings submitted to the SEC are also available on our website.Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. InformationShareholder Proposals for 2022 Annual Meeting of ShareholdersShareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be submitted in writing to the Corporate Secretary at the address noted below. Exelon must receive your proposal no later than November 21, 2024 and the proposal must otherwise comply with Rule 14a-8 under the Exchange Act.All other shareholder proposals must be submitted in writing to the Corporate Secretary at the address noted below. Exelon must receive your proposal no earlier than Monday, October 18, 2021, or22, 2024, and no later than Wednesday, November 17, 2021.21, 2024. Exelon will consider only proposals meeting the requirements of the applicable rules of the SEC.requirements outlined in our bylaws. Under our bylaws, the proposal must also disclose fully all ownership interests the proponent has in Exelon and contain a representation as to whether the shareholder has any intention of delivering a proxy statement to the other shareholders of Exelon. We strongly encourage any shareholder interested in submitting a proposal to contact our Corporate Secretary in advance of this deadline to discuss the proposal. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement. Our Corporate Governance Committee (CGC) reviews all shareholder proposals and makes recommendations to the Board for action on such proposals.Director Nominations for 2022A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Corporate Governance CommitteeCGC for nomination as a Director must submit the recommendation in writing to the Chair of the Corporate Governance Committee c/o the Corporate Secretary at the address noted below. The Corporate Governance CommitteeCGC will consider all recommended candidates and self-nominees when making its recommendation to the full Board of Directors to nominate a slate of Directors for election.A shareholder may also use one of two alternative provisions of Exelon’s bylaws to nominate a candidate for election as a Director.•Method 1: Notice of the proposed nomination must be received by Exelon no earlier than Monday, October 18, 2021, or later than Wednesday, November 17, 2021. The notice must include information required under the 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 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.•Method 2 (Proxy-Access): Subject to the requirements set forth in the bylaws, any shareholder or group of up to 20 shareholders holding both investment and voting rights with respect to at least 3% of Exelon’s outstanding common stock continuously for at least three years may nominate up to 20% of the Exelon Directors to be elected (two Directors on Exelon’s current Board of 12 Directors). The nominating shareholder(s) must provide notice of the proposed nomination and other required information must be received by Exelon no earlier than Monday, October 18, 2021, or later than Wednesday, November 17, 2021. The notice must include information required under the bylaws, including: (a) information about the nominating shareholder(s), (b) information about the candidate(s) including information that would be required to be included in a proxy statement under the rules of the SEC, and (c) the signed consent of each candidate to serve as a Director of Exelon, if elected. Under this procedure, the shareholder’s nominees will be included in the Exelon proxy statement and the form of proxy for the meeting.•Method 1: Notice of the proposed nomination must be received by Exelon no earlier than October 22, 2024, and no later than November 21, 2024. The notice must include the information required under by Exelon’s bylaws. 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.•Method 2 (Proxy-Access): Subject to the requirements set forth in the bylaws, any shareholder or group of up to 20 shareholders holding both investment and voting rights with respect to at least 3% of Exelon’s outstanding common stock continuously for at least three years may nominate up to 20% of the Exelon Directors to be elected. The nominating shareholder(s) must provide notice of the proposed nomination and other required information must be received by Exelon no earlier than October 22, 2024, and no later than November 21, 2024. The notice must include the information required under by Exelon’s bylaws. Under this procedure, the shareholder’s nominees will be included in the Exelon proxy statement and the form of proxy for the meeting.Exelon will not consider any proposal or nomination that does not comply with the requirements of the SEC and Exelon’s bylaws. Exelon’s bylaws are amended from time to time. Please review the bylaws posted on our website to determine if any changes to the nomination process or requirements have been made.www.exeloncorp.com 73 ADDITIONAL INFORMATION Availability of Corporate DocumentsThe Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated Bylaws, and the charters for the Audit, Corporate Governance, Compensation and Leadership Development and other standing Committees of the Board of Directors are available on the Exelon website at www.exeloncorp.com. Copies are available without charge to any shareholder who requests them by writing toContact the Corporate Secretary:Exelon Corporation, Attn: Corporate Secretary, at the address noted below. In addition, our Articles of Incorporation, Political Contributions Guidelines, biographical information concerning each Director, and all of our filings submitted to the SEC are also available on our website. Information contained on our website is not part of this proxy statement.Address of theCorporate Secretary:Exelon CorporationAttn: Gayle Littleton, General Counsel & Corporate Secretary
10 South Dearborn Street,
P.O. Box 805398,
Chicago, Illinois 60680-539874 Exelon 2021 Proxy StatementThe following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass and the effect of abstentions and uninstructed shares on each proposal. 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.ItemBoardRecommendationVoting StandardAbstentionsBrokerNon-VotesItem 1 – Election of 12 Directors
FORMajority of votes cast for each DirectorNo EffectNo EffectItem 2 – Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2021 FORMajority of votes castNo EffectDiscretionary VotingPermitted(1)Item 3 – Advisory Vote to approve Executive Compensation (Say-on-Pay) FORMajority of votes castNo EffectNo EffectItem 4 – Shareholder Proposal from Steven J. Milloy 
AGAINSTMajority of votes castNo EffectNo Effect(1)Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters considered “routine,” such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as the election of directors, say-on-pay, and approval of the equity plan. Broker non-votes will not be counted as shares entitled to vote on any of the foregoing non-routine matters and will have no impact on the vote’s outcome.Information about the Virtual Annual MeetingQ: Why are you having a virtual annual meeting?The safety of our shareholders, employees and other attendees is of our utmost concern during the ongoing COVID-19 pandemic. In addition to addressing safety concerns, we received positive feedback on the virtual meeting format from investors. After reviewing last years’ experience, Exelon’s directors were very pleased that the format allowed for significantly more participation from shareholders across the country and that they both received and were able to answer many more questions than at previous in-person meetings.We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions before or during the virtual annual meeting.Q: How can I participate in the annual meeting?Exelon’s 2021 Annual Meeting will be held exclusively via live webcast. There will be no physical meeting location for shareholders to attend. To participate in the virtual annual meeting, visit: www.virtualshareholdermeeting.com/EXC2021 on April 27, 2021 and enter the 16-digit control number included on your proxy card, your Notice of Internet Availability of the proxy materials or the instructions that were included with your proxy materials. Shareholders will be entitled to participate in, vote at, and submit questions in writing during the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. CT on April 27, 2021. Online check-in will begin at 8:45 a.m. CT. Please allow ample time for the online check-in process.Q: What is the pre-meeting forum?One of the benefits of holding the Annual Meeting via live webcast is that it allows us to communicate more effectively with shareholders via a pre-meeting forum that you can access by visiting www.proxyvote.com. On our pre-meeting forum, you can submit question in writing in advance of the Annual Meeting and access copies of our proxy materials. Through the pre-meeting forum, we can respond to more questions than we were able to respond to at previous meetings.www.exeloncorp.com 7586 Exelon 2024 Proxy Statement FREQUENTLY ASKED QUESTIONS Q: What if I have technical difficulties or trouble accessing the virtual annual meeting?If you have any difficult accessing the live webcast of the Annual Meeting during the online check-in process or during the Annual Meeting itself, please call the technical support number that will be posted on the virtual annual meeting log in page.Q: Where can I view a replay of the annual meeting and the answers to questions submitted by shareholders?A replay of the Annual Meeting webcast, as well as answers to questions submitted by shareholders before or during the Annual Meeting will be available for one year following the date of the meeting on the investor relations page of our website (investors.exeloncorp.com).Q: Could other matters be decided at the Annual Meeting?As of the date this proxy statement went to press, we knew of no matters to be raised at the annual meeting other than those referred to in this proxy statement.Additional Information about VotingQ: Who is entitled to vote?Holders of Exelon common stock as of 5:00 p.m. Eastern time on March 1, 2021 are entitled to receive notice of the annual meeting and to vote their shares. Each share of common stock is entitled to one vote on each matter.Q: How do I vote?Your vote is important. We encourage you to vote promptly. You may vote in the following ways:•By Internet. Internet:If you have internet access, you may vote by internet. You will need the control number included on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form, (VIF), as applicable. You may vote in a secure manner at www.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.voting instruction form.•By Telephone. Telephone:If you are located in the U.S. or Canada, you can vote by calling 1-800-690-6903 (toll free) 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,voting instruction form (VIF), as applicable. You may vote by telephone 24 hours a day. The telephone voting system has easy-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. 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 VIFvoting instruction form provided by the holder of record.At•Online during the Annual Meeting. Meeting:If you attend the virtual Annual Meeting, you may vote online during the Annual Meetingmeeting prior to the closing of the polls.Q: Can I change my vote?Yes. If you are a holderQuorumHolders of record, you may change your vote by submitting a subsequent proxy, by written request received by the Corporate Secretary prior to the annual meeting or by attending the annual meeting and voting your shares. If your shares are held through a broker, bank or other nominee, you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions.Q: How many votes do you need to hold the annual meeting?A quorum is required to transact business at the annual meeting. Pursuant to our bylaws, shareholders holding shares of stock constituting at least a majority of the votesshares entitled to vote at the Annual Meeting must be cast constitutespresent at the Annual Meeting or represented by proxy for the transaction of business. This is called a quorum. Shareholders may be present virtually or may be represented by proxy. Abstentions that are marked on the proxy form and broker non-votes are included for the purpose of determining a quorum but shares that otherwise are not voted are not counted toward a quorum.76 Exelon 2021 Proxy StatementVoting StandardsThe following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass and the effect of abstentions on each proposal.Proposals Board
RecommendationVoting Standard Abstain 1 Election of 9 Directors FOR ALL Majority of votes cast for each Director No Effect 2 Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor FOR Majority of votes cast No Effect 3 Advisory Vote to approve Executive Compensation (Say-on-Pay) FOR Majority of votes cast No Effect 4 Management Proposal: Amend Articles of Incorporation FOR Majority of votes cast No Effect 5 Shareholder Proposal X AGAINST Majority of votes cast No Effect Majority Voting For Directors and Director Resignation PolicyWe have a majority vote standard for Director elections, which requires that a nominee for Director in an uncontested election receive a majority of the votes cast at a shareholder meeting in order to be elected to the Board. The Board believes that the majority vote standard in uncontested Director elections strengthens the Director nomination process and enhances Director accountability.We also have a Director resignation policy, which requires any nominee for election as a Director to submit an irrevocable letter of resignation as a condition to being named as such nominee, which would be tendered in the event that nominee fails to receive the affirmative vote of a majority of the votes cast in an uncontested election at a meeting of stockholders. Such resignation would be considered by the Board, and the Board would be required to either accept or reject such resignation within 90 days from the certification of the election results.www.exeloncorp.com 87 TableAdditional InformationBroker Non-VotesBroker non-votes occur when a beneficial owner of Contents FREQUENTLY ASKED QUESTIONS The following proposal is considered a routine matter: Proposal 2: Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor. All other proposals are considered non-routine and broker non-votes will have no impact on the vote’s outcome.Tabulation and Reporting of Vote ResultsPreliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the Annual Meeting. Exelon will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.Abandoned PropertyEscheatment is the process through which abandoned or unclaimed assets are turned over to the state in accordance with each state’s abandoned property laws. Every year, shareholder accounts can be deemed “abandoned” simply because the account owner has not initiated any action with respect to the account in several years. After a period of time, the institution holding the account is legally required to turn the assets over to the state. When Exelon’s records show that you have not voted your shares or otherwise initiated any contact (as defined by each state’s statute) within a certain number of years, we are required to send you a letter notifying you of the pending action by the state and asking you to contact us immediately so that we may record proof that you are still in control of your account. Many states further require us to use specific legal wording in the letter, and as a result many people assume that the warning letter is an attempt at fraud and ignore it.Exelon’s transfer agent is Equinity Trust Company, which does business as EQ Shareowner Services. If you ever receive a letter from EQ Shareowner Services or their affiliate EQ Unify based in St. Paul, Minnesota regarding your Exelon stock account, PLEASE TAKE IT SERIOUSLY. Please read the letter carefully to consider your options. You may call 1-800-626-8729 to verify your identity to one of EQ’s account representatives OR you may also contact Exelon’s Corporate Secretary at the address shown above to confirm its authenticity.88 Exelon 2024 Proxy StatementFrequently Asked
QuestionsQ: How can I participate in the annual meeting?Exelon’s 2024 Annual Meeting will be held exclusively via live webcast. There will be no physical meeting location for shareholders to attend; however, we are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions before or during the virtual Annual Meeting.To participate in the Annual Meeting, visit: www.virtualshareholdermeeting.com/EXC2024 on April 30, 2024, and enter the 16-digit control number included on your proxy card, your Notice of Internet Availability of the Proxy Materials or the instructions that were included with your proxy materials. The Annual Meeting will begin promptly at 9:00 a.m. ET on April 30, 2024. Online check-in will begin at 8:45 a.m. ET. Please allow ample time for the online check-in process.Q: What is the pre-meeting forum?One of the benefits of holding the Annual Meeting via live webcast is that it allows us to communicate more effectively with shareholders via a pre-meeting forum that you can access by visiting www.proxyvote.com. On our pre-meeting forum, you can submit a question in writing in advance of the Annual Meeting and access copies of our proxy materials. Through the pre-meeting forum, we can respond to more questions than we were able to respond to at previous in-person meetings.Appropriate questions submitted by shareholders will be read during the Q&A portion of the Annual Meeting unedited. If multiple questions are submitted on the same topic, we will summarize and respond collectively. Depending on the number of questions submitted, we may not be able to answer all questions during the Annual Meeting. We will post answers to all appropriate questions received in advance of or during the Annual Meeting, including those questions that we do not have time to answer during the Annual Meeting, on the Investor Relations section of our website after the Annual Meeting: investors.exeloncorp.com/.Q: What if I have technical difficulties or trouble accessing the virtual Annual Meeting?If you have any difficulty accessing the live webcast of the Annual Meeting during the online check-in process or during the Annual Meeting itself, please call the technical support number that will be posted on the virtual Annual Meeting log-in page.Q: Could other matters be decided at the Annual Meeting?As of the date this proxy statement went to press, we knew of no matters to be raised at the Annual Meeting other than those referred to in this proxy statement.Q: Where can I view a replay of the Annual Meeting and the answers to questions submitted by shareholders?A replay of the Annual Meeting webcast, as well as answers to questions submitted by shareholders before or during the Annual Meeting will be available for one year following the date of the meeting on the investor relations page of our website: investors.exeloncorp.com.Q: 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.Q: Who will pay for the cost of this proxy solicitation?Exelon will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by Directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. We have hired Morrow Sodali, LLC (Morrow) to distribute and solicit proxies. We will pay Morrow a fee of $20,000 plus reasonable expenses for these services.Q: 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 Shareowner Services, you are the “shareholder“shareholder of record”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”“beneficial owner” of those shares and your shares may be referred to as being held in “street name.“street name.” 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, youwww.exeloncorp.com 89 Frequently Asked Questionshave the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction cardform or by following their instructions for voting by telephone or on the internet.Q: If I am a participant in the Exelon Savings Plan (401(k) retirement plan), how do I vote shares held in my plan account?If you are a participant in the Exelon Savings Plan, you have the right to provide voting directions to the plan trustee, Northern Trust, by submitting your proxy card for those shares of Exelon Corporation common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially.If you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Exelon shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participant’s voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974 (ERISA).Because the plan trustee must process voting instructions from participants before the date of the Annual Meeting, you must deliver your instructions no later than April 22, 2021 at 11:59pm Eastern time.Q: 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.Q: Where can I find the voting results?We will report the voting results in a Form 8-K to be filed with the SEC within four business days following our annual meeting.Other InformationQ: Can I access the Noticenotice of Annual Meetingannual meeting, proxy statement and Proxy Statement and the 2020 Financial Reportannual report (Form 10-K) on the internet?As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the internet at www.proxyvote.com. On or around March 17, 2021,20, 2024 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 at www.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.www.exeloncorp.com 77
Q: If I am a participant in the Exelon Employee Savings Plan (401(k) retirement plan), how do I vote shares held in my plan account?TableIf you are a participant in the Exelon Employee Savings Plan, you have the right to provide voting directions to the plan trustee, Northern Trust, by submitting your proxy card for those shares of Contents FREQUENTLY ASKED QUESTIONS Q: Can I revoke my proxy or change my vote?Yes. If you voted by internet or by telephone, you may follow the same instructions provided above or in the proxy materials to overwrite your previous vote and submit a new vote. If you are a beneficial owner and mailed a VIF, you must contact your bank, broker or other holder of record and either obtain your 16-digit control number so that you can cast a new vote by internet or telephone or you must ask your bank, broker or other holder of record to request that another set of proxy materials be mailed to you.If you are a shareholder of record, you may call Exelon Corporation at 1-312-394-8811 and request that another set of proxy materials be mailed to you.Q: What is householding“householding” and how does it affect me?Shareholders of record who have the same address and last name may receive only one copy of this Notice of Annual Meeting and Proxy Statement and the 20202023 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,election; request that a single copy of the proxy materials be sent to your address,address; or request a separate copy of the proxy materials, please contact our distribution agent, Broadridge Financial Solutions, by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or calling 1-866-540-7095. If you hold your shares in street name, please contact your bank, broker, or other holder of record holder to request information about householding.Q: Why did I receive90 Exelon 2024 Proxy StatementAppendix AAmendments to the Amended and Restated Articles of Incorporation of Exelon Corporation (the “Charter”) to Implement Procedures Relating to a Special Meeting Request RightIf our shareholders approve Proposal 4, the Company intends to file with the Pennsylvania Secretary of State the documents necessary to amend Section 432 of Article IV and Section 502 of Article V of the Charter as follows (with additions shown in underlined text and deletions shown in text that has been struck through):Section 432. Special Meeting of Shareholders. Except as otherwise provided by law or in the express terms of any class or series of shares, or in any contract, warrant, or other instrument issued by the Corporation, no holder of shares of the Corporation shall be entitled, as such, as a matter of right to call a special meeting of the shareholders.Section 432. Special Meetings. A special meeting of shareholders of the Corporation may be called at any time by shareholders entitled to cast at least 25 percent of the votes that all voting shareholders, voting as a single class, are entitled to cast at the particular special meeting. The procedure to be followed by shareholders in calling a special meeting and the methodology for determining the percentage of votes entitled to be cast by the shareholders seeking to call a special meeting (including without limitation any minimum holding periods or other limitations or conditions) shall be as set forth in the Corporation’s bylaws. Section 502. Annual Election of Directors. The board of directors of the Corporation shall not be classified in respect of the time for which they shall hold office. Except as otherwise provided in the express terms of any class or series of Preferred Stock with respect to the election of directors upon the occurrence of a default in the payment of dividends or in the performance of another express requirement of the terms of such Preferred Stock, from and after the 2008 annual meeting of the shareholders, the directors of the Corporation shall be elected at each annual meeting of the shareholders for a one-year term expiring at the next annual meeting of the shareholders; provided that any director who was elected prior to the 2008 annual meeting of the shareholders for a term that extends until after the 2008 annual meeting of shareholders shall not be required to stand for election, and shall continue as a director, until the annual meeting at which the director’s term expires.www.exeloncorp.com 91 Appendix BAmendments to the Amended and Restated Bylaws of Exelon Corporation (the “Bylaws”) to Implement Procedures Relating to a Special Meeting Request RightIf our shareholders approve Proposal 4, the Board intends to amend Section 2.03, Section 2.17(f) and Section 2.17(g)(vi) of Article II of the Bylaws as follows (with additions shown in underlined text and deletions shown in text that has been struck through):Section 2.03 Special Meetings.Special meetings of the shareholders may be called at any time by resolution of the board of directors, which may fix the date, time, and place, if any, of the meeting, and shall be called as provided in the terms of the Preferred Stock (as defined in the corporation’s amended and restated articles of incorporation (as may be further amended in accordance with their terms, the “articles”)). If the board does not fix the date, time, or place, if any, of the meeting, it shall be the duty of the secretary to do so. A date fixed by the secretary shall not be more than sixty (60) calendar days after the date of the action calling the special meeting.(a) General Rule. Special meetings of the shareholders may be called at any time only upon (i) resolution of the board of directors or (ii) the written request delivered to, and received by, the corporation’s secretary (the “secretary”) at the principal executive offices of the corporation, signed and dated by one proxy card?If you receiveor more shareholders of record, or beneficial owners, if any, of the corporation (each, a “(b) Form of Request; Revocation. To be in proper form, any request or requests for a special meeting pursuant to Section 2.03(a)(ii) above (each, a “Special Meeting Request”) (i) must be delivered in accordance with Section 2.03(a)(ii) by one proxy card/voting instruction form, your shares are probably registered inor more Requesting Shareholders who (A) at the time each Special Meeting Request is delivered, owns, or is a duly authorized agent of persons who own, the Requisite Percentage; (B) shall not have revoked such Special Meeting Request; and (C) shall continue to own not less than one account or you may hold shares both as a registered shareholder andthe Requisite Percentage through the Exelon 401(k) Savings Plan. You should votedate of the special meeting; (ii) must provide a statement of the specific purpose or purposes of the special meeting, the matter(s) proposed to be acted on at the special meeting, the reasons for conducting such business at the special meeting and any material interest in such business of each proxy card/voting instruction form you receive.Q: Who will pay for the costRequesting Shareholder or any Shareholder Associated Person (as defined below in Section 2.17(g)(6)) of this proxy solicitation?Exelon will pay the costsuch Requesting Shareholder; (iii) must contain a representation that each Requesting Shareholder, or one or more representatives of soliciting proxies. Proxies may be solicited on our behalf by Directors, officers or employeeseach such Requesting Shareholder, intends to appear in person or by telephone,proxy at the special meeting to present the proposal(s) or business to be brought before the special meeting; (iv) must contain (A) such information, statements, representations, agreements and other documents required by these bylaws as though such Requesting Shareholders are intending to nominate a candidate for director or propose other business to be brought before an annual meeting of shareholders pursuant to Section 2.17(c) of this Article II, and (B) without limitation of the foregoing clause (A), the text of such proposal(s) or business (including the complete text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the corporation’s amended and restated articles of incorporation (as may be further amended in accordance with their terms, the “92 Exelon 2024 Proxy StatementIn determining whether a Special Meeting Request has been properly made in accordance with Section 2.03(a)(ii), multiple Special Meeting Requests delivered to the secretary will be considered together only if (x) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at such meeting (in each case, as determined in good faith by the board) (which, if such purpose is the election or removal of directors, changing the size of the board and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors, will mean that the exact same person or persons are proposed for election or removal in each relevant Special Meeting Request), and (y) such Special Meeting Requests have been delivered to, and received by, the secretary within sixty (60) days of the earliest dated Special Meeting Request.Any Requesting Shareholder may revoke their Special Meeting Request at any time prior to the date of the special meeting by written revocation to the secretary delivered to, and received by, the secretary at the corporation’s principal executive offices. If, at any point following the earliest dated Special Meeting Request, the unrevoked requests from Requesting Shareholders (whether by specific written revocation or deemed revocation pursuant to clause (v) of this Section 2.03(b)), represent in the aggregate less than the Requisite Percentage, the board, in its discretion, may cancel the special meeting. If none of the Requesting Shareholders who submitted a Special Meeting Request appears or sends a duly authorized representative to present the business proposed to be conducted at the special meeting, the corporation need not present such business for a vote at such special meeting, notwithstanding that proxies in respect of such matter may have been received by the corporation.For purposes of this Section 2.03, the terms “ownership,” “owned,” “owning” and other variation of the word “own” shall have the meaning set forth in Section 2.17(e)(v) of these bylaws.(c) Disqualification. The secretary shall not be required to call a special meeting pursuant to Section 2.03(a)(ii) if, in the good faith determination of the board, which determination shall be conclusive and binding on the corporation and its shareholders, (i) the Special Meeting Request does not comply with these bylaws; (ii) the matter(s) set forth in the Special Meeting Request relates to an item of business that is not a proper matter for shareholder action under the Pennsylvania Business Corporation Law as the same exists or hereafter may be amended (the “PBCL”); (iii) the Special Meeting Request is received by the secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting of shareholders and ending on the earlier of (A) the date of the next annual meeting of the shareholders, and (B) thirty (30) days after the first anniversary of the date of the previous meeting; (iv) an identical or substantially similar item of business, as determined in good faith by the board in its sole and absolute discretion, which determination shall be conclusive and binding on the corporation and its shareholders (a “Similar Item”), other than the election of directors, was presented at a meeting of shareholders held not more than twelve (12) months before the Special Meeting Request is received by the secretary; (v) a Similar Item was presented at an annual or special meeting of shareholders held not more than one hundred twenty (120) days before the Special Meeting Request is received by the secretary; or (vi) a Similar Item is or will be included in the notice of meeting at an annual or special meeting of shareholders that has been called but not yet held or that is called for a date within ninety (90) days after the Special Meeting Request is received (and, for purposes of clauses (v) and (vi), the nomination, election or removal of directors shall be deemed to be a Similar Item with respect to all actions involving the nomination, election or removal of directors, changing the size of the board and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); or (vi) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A of the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”) or other applicable law.(d) Scheduling of Special Meeting; Obligation to Update.(i) A special meeting called pursuant to Section 2.03(a)(ii) shall be held at such date, time and place, if any, as may be fixed by the board in accordance with these bylaws; provided, however, that the special meeting shall not be held more than one hundred twenty (120) days after receipt by the corporation of a Special Meeting Request properly made under this Section 2.03.(ii) In fixing a date and time for any special meeting called by a Requesting Shareholder, the board may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the special meeting and any plan of the board to call an annual meeting or a special meeting. Each Requesting Shareholder is required to (A) update and supplement the Special Meeting Request delivered pursuant to Section 2.03(b), if necessary so that it is true and correct as of the record date for determining the shareholders entitled to notice of the special meeting, not later than ten (10) days following the later of the record date for determining the shareholders entitled to notice of the special meeting or the date that notice of such record date is first publicly disclosed to provide any material changes in the foregoing information as of such record date, (B) update and supplement the Special Meeting Request delivered pursuant to Section 2.03(b) in accordance with the requirements under Section 2.17(g) of this Article II as if such requirements applied herein mutatis mutandis, and (C) promptly provide any other information reasonably requested by the corporation pursuant to Section 2.17(d). For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.03(d)(ii) shall not limit the corporation’s rights with respect to any deficiencies in any request provided by a shareholder, extend any applicable deadlines under these bylaws or enable or be deemed to permit a shareholder who has previously submitted a request under these bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before the special meeting of shareholders.www.exeloncorp.com 93 Business. Business transacted at any special meeting as a result of a Special Meeting Request properly made under this Section 2.03 shall be limited to (i) the purpose(s) stated in the Special Meeting Request(s) received from the Requesting Shareholders who own the Requisite Percentage, and (ii) any additional matters the board determines to include in the corporation’s notice of the special meeting. Except as otherwise provided by the PBCL, the articles or these bylaws, the Chairman of the special meeting (or the board in advance of the special meeting) shall have the power and authority to determine whether any business proposed to be brought before a special meeting was proposed in accordance with the foregoing procedures of this Section 2.03. No business shall be conducted at a special meeting of shareholders except in accordance with Article II of these bylaws or as required by the PBCL.Business. Business transacted at any special meeting as a result of a Special Meeting Request properly made under this Section 2.03 shall be limited to (i) the purpose(s) stated in the Special Meeting Request(s) received from the Requesting Shareholders who own the Requisite Percentage, and (ii) any additional matters the board determines to include in the corporation’s notice of the special meeting. Except as otherwise provided by the PBCL, the articles or these bylaws, the Chairman of the special meeting (or the board in advance of the special meeting) shall have the power and authority to determine whether any business proposed to be brought before a special meeting was proposed in accordance with the foregoing procedures of this Section 2.03. No business shall be conducted at a special meeting of shareholders except in accordance with Article II of these bylaws or as required by the PBCL.(e) Business. Business transacted at any special meeting as a result of a Special Meeting Request properly made under this Section 2.03 shall be limited to (i) the purpose(s) stated in the Special Meeting Request(s) received from the Requesting Shareholders who own the Requisite Percentage, and (ii) any additional matters the board determines to include in the corporation’s notice of the special meeting. Except as otherwise provided by the PBCL, the articles or these bylaws, the Chairman of the special meeting (or the board in advance of the special meeting) shall have the power and authority to determine whether any business proposed to be brought before a special meeting was proposed in accordance with the foregoing procedures of this Section 2.03. No business shall be conducted at a special meeting of shareholders except in accordance with Article II of these bylaws or as required by the PBCL.Section 2.17 Conduct of Business; Notice of Shareholder Proposals and Director Nominations; Proxy Access.[...](f) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting (or any supplement thereto) Nominationspursuant to Section 2.04. Subject to the rights of the holders of any class or series of Preferred Stock, nominations of persons for election to the board may be made at a special meeting of shareholders at which directors are to be elected pursuant to the corporation’s notice of meeting (or any supplement thereto) (i) by or at the direction of the board or any duly authorized committee thereof (or Requesting Shareholders pursuant to Section 2.03 of these bylaws) or (ii) provided that the board has determined that one or more directors are to be elected at such special meeting pursuant to the corporation’s notice of meeting, by any shareholder of the corporation who (A)is a shareholder of record on the date of the giving of the notice provided for in this Section 2.17(f) through the date of such special meeting, (B) is entitled to vote at such special meeting and upon such election and (C, (B) complies with the notice procedures set forth in this Section 2.17(f).,and (C) is a shareholder of record on the date that such notice is delivered to, and received by, the secretary. The number of nominees a shareholder may nominate for election at the special meeting on its own behalf (or, in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a shareholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. The proposal by shareholders of other business to be conducted at a special meeting of shareholders may be made only in accordance with Section 2.03 of this Article II. In addition to any other applicable requirements, for director nominations to be properly brought before a special meeting by a shareholder pursuant to the foregoing clause (ii), such shareholder must have given timely notice thereof in proper written form to the secretary. To be timely, such notice must be delivered to, and received by, the secretary at the principal executive offices of the corporation not earlier than the Close of Business on the one hundred twentieth (120th) day prior to such special meeting and not later than the Close of Business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which public disclosure of the date of the special meeting and of the nominees proposed by the board to be elected at such meeting is first made by the corporation. In no event shall an adjournment, recess, postponement or rescheduling of a special meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. To be in proper written form, such notice shall include all information required pursuant to Section 2.17(c) above, and such shareholder and any Proposed Nominee shall comply with Section 2.17(d) above, as if such notice were being submitted in connection with an annual meeting of shareholders.(g) General.[...](vi) For purposes of these bylaws, (A) “affiliate” and “associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act; (B) “beneficial owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (C) “Close of Business” shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not the day is a business day; (D) “Corporation’s nominee(s)” shall mean any person(s) nominated by or at the direction of the board; (E) “public94 Exelon 2024 Proxy Statementdisclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (F) a “Qualified Representative” of a Noticing Party means (I) a duly authorized officer, manager or partner of such Noticing Party or (II) a person authorized by a writing executed by such Noticing Party (or a reliable reproduction or electronic transmission of the writing) delivered by such Noticing Party to the corporation prior to the making of any nomination or proposal at a shareholder meeting stating that such person is authorized to act for such Noticing Party as proxy at the meeting of shareholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, must be produced at the meeting of shareholders; and facsimile transmission. We have hired Morrow Sodali(G) “Shareholder Associated Person” shall mean, with respect to distributeany Noticing Party, (or, in the case of Section 2.03(b), any Requesting Shareholder), (I) any person directly or indirectly controlling, controlled by, under common control with such Noticing Party, (or Requesting Shareholder, as applicable), (II) any member of the immediate family of such Noticing Party (or Requesting Shareholder, as applicable) sharing the same household, (III) any person who is a member of a “group” (as such term is used in Rule 13d‑5 under the Exchange Act (or any successor provision at law)) with, or is otherwise known by such Noticing Party (or Requesting Shareholder, as applicable) or other Shareholder Associated Person to be acting in concert with, such Noticing Party (or Requesting Shareholder, as applicable) or any other Shareholder Associated Person with respect to the stock of the corporation, (IV) any beneficial owner of shares of stock of the corporation owned of record by such Noticing Party (or Requesting Shareholder, as applicable) or any other Shareholder Associated Person (other than a shareholder that is a depositary), (V) any affiliate or associate of such Noticing Party (or Requesting Shareholder, as applicable) or any other Shareholder Associated Person, (VI) any participant (as defined in paragraphs (a)(ii)‑(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Noticing Party (or Requesting Shareholder, as applicable) or any other Shareholder Associated Person with respect to any proposed business or nominations, as applicable, and solicit proxies. We will pay Morrow Sodali LLC a fee of $20,000 plus reasonable expenses for these services.78 Exelon 2021 Proxy Statementwww.exeloncorp.com 95 Definitions of Non-GAAP MeasuresExelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP) and supplements its reporting with certain non-GAAP financial measures, including adjustedincluding:•Adjusted (non-GAAP) operating earnings per share earned ROE, and FFO/Debt to enhance investors’ understanding of Exelon’s performance. Our method of calculating adjusted (non-GAAP)•Adjusted operating earnings•Operating ROE•CFO (Cash from Operations)/Debt•FFO (Funds from Operations)/DebtThese non-GAAP financial measures are not a presentation defined under GAAP and operating ROE may not be comparable to other companies’ presentations.Adjusted (non-GAAP) operating earnings per share exclude certain costs, expenses, gains Exelon provides these non-GAAP financial measures as supplemental information and losses and other specified items, including mark-to-market adjustments from economic hedging activities, unrealized gains and losses from nuclear decommissioning trust fund investments, certain costs associated with plant retirements and divestitures, costs relatedshould not be deemed more useful than, a substitute for, or an alternative to cost management programs, and other items as set forth in the table below reconciling adjusted (non-GAAP) operating earnings from GAAP earnings, which is the most directly comparable GAAP measure. Management uses adjusted (non-GAAP) operating earnings as one of the primary indicatorsmeasures.This information is intended to evaluate performance, allocate resources, set incentive compensation targets and plan and forecast future periods. We believe the measure enhancesenhance an investor’s overall understanding of period over period financial results and providesprovide an indication of Exelon’s baseline operating performance by excluding items that are considered by management to be not be directly related to the ongoing operations of the business.Adjusted (non-GAAP) operating earnings per share excludes certain costs, expenses, gains and losses and other specified items considered by management to be not directly related to the ongoing operations of the business.The table below reconciles reported GAAP Earningsearnings per share to adjusted (non-GAAP) operating earnings per share for 20202023 (amounts may not add due to rounding).2020 GAAP Earnings (Loss) Per Share $ 2.01 Adjustments: Mark-to-market impact of economic hedging activities (0.22) Unrealized gains related to nuclear decommissioning trust (NDT) funds (0.26) Asset impairments 0.41 Plant retirements and divestitures 0.74 Cost management program 0.05 Change in environmental liabilities 0.02 COVID-19 direct costs 0.05 Deferred Prosecution Agreement Payments 0.20 Asset retirement obligation 0.05 Income tax-related adjustments 0.07 Noncontrolling interests 0.11 2020 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share $ 3.22 Earned ROE is calculated using2023 GAAP Earnings per Share $ 2.34 Adjustments: Changes in Environmental Liabilities 0.03 SEC Matter Loss Contingency 0.05 Separation Costs 0.02 Change in FERC Audit Liability 0.01 Income tax-related adjustments (0.05) 2023 Adjusted (non-GAAP) Operating Earnings Per Share $ 2.38 Adjusted operating earnings excludes certain costs, expenses, gains and losses and other specified items considered by management to be not directly related to the ongoing operations of the business.The table below reconciles between Net income attributable to common shareholders from continuing operations as determined in accordance with GAAP and adjusted (non-GAAP) operating earnings reflectingfor 2023 (amounts may not add due to rounding).2023 GAAP Net Income from Continuing Operations $ 2,238 Adjustments: Market-to-market impact of economic hedging activities (4) Changes in Environmental Liabilities 29 Asset retirement obligation (1) SEC Matter Loss Contingency 46 Separation costs 22 Changes in FERC Audit Liability 11 Income tax-related adjustments (54) 2023 Adjusted (non-GAAP) Operating Earnings $ 2,377 96 Exelon 2024 Proxy StatementOperating ROE is calculated using operating net income divided by average equity for the period. The operating income reflects all lines of business for the utility businessesbusiness (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year. Management uses operating ROE as.CFO (Cash from Operations)/Debt is a measurement of the actual performance of the company’s utility business.FFO/coverage ratio that compares cash flow from operations adjusted for common dividends and change in cash on hand to total debt. The ratio is calculated following Moody’s current methodology.FFO (Funds from Operations)/Debtis a coverage ratio that compares funds from operations to total debt and is a key ratio analyzed by the credit rating agencies in determining Exelon’s credit rating. An investment grade rating is critical as it increases the ability to participate in commercial business opportunities, lowers collateral requirements, creates reliable and cost-efficient access to capital markets and increases business and financial flexibility.debt. The ratio is calculated following S&P’s current methodology.The most directly comparable GAAP measure to CFO and FFO is GAAP Cash Flow from Operations and the most directly comparable GAAP measure to Debt is Long-Term Debt plus Short-Term Borrowings. Management uses CFO/Debt (and previously, FFO/DebtDebt) to evaluate financial risk by measuring the company’s ability to service debt using cash from operations. We believe the measure enhances an investor’s overall understanding of the creditworthiness of Exelon’s operating companies.Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be currently available; therefore, management is unable to reconcile these measures.www.exeloncorp.com79www.exeloncorp.com 97 Appendix BCategorical Standards of IndependenceThe Board of Directors (“Board”) of Exelon Corporation (“Exelon”) has determined that the following categories of relationships do not affect an Exelon director’s independence unless any such relationship affects a director’s independence by reason of the independence standards set forth in the listing rules of the Nasdaq stock market. The categorical standards are intended to assist the Board with independence determinations in connection with relationships not specifically covered by the independence standards set forth in the listing rules of the Nasdaq stock market. 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 a family member’s) position as a director, trustee, advisory board member, or similar position with another company or organization; (2) such director’s (or a 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 a family member’s) relationship with another company that participates in a transaction with the CompanyExelon or its consolidated subsidiaries (collectively, the “Exelon Companies”) 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 family member’s) relationship with another company that has made payments to, or received payments from, theany Exelon Company for property or services in an amount which, in the last fiscal year, does not exceed the greater of $200,000 or 5% of such other company’s consolidated gross revenues for such year.Immaterial indebtedness:A director’s (or family member’s) relationship as an executive officer, or where any member of his or her family is an executive officer of any other company which is indebted to theany Exelon Company, or to which thean Exelon Company is indebted, in each case excluding normal trade debt, and the total principal amount of such indebtedness is less than the greater of $200,000 or 5% of the total consolidated assets of such other company.Immaterial investment:A director’s (or family member’s)members’) relationship with another company (1) in which the Exelon or any of its consolidated subsidiariesCompanies (including any benefit plan or arrangement sponsored by Exelon or its consolidated subsidiaries), or any nuclear decommissioning trust) or other segregated investment fund maintained byany Exelon or its subsidiariesCompany makes investments or places funds for investment management or (2) which underwrites or invests in securities issued by an Exelon or any of its consolidated subsidiaries,Company, 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 (or family members’) relationship as a current employee or where any family member serves as executive officer of a charitable or educational organization which receives contributions from thean Exelon Company or any of its consolidated subsidiaries in its most recent fiscal year of less than the greater of $200,000 or 5% of that organization’s consolidated gross revenues in that year. In any other circumstances, a director’s relationship with a charitable or educational organization to which thean Exelon Company or any of its consolidated subsidiaries makes contributions where the aggregate contributions made by the Exelon 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.80Exelon 2021 Proxy Statement98 Exelon 2024 Proxy StatementAppendix EKey Terms & AcronymsAcronyms UsedACE Atlantic City Electric Companyan Exelon company1LTIP Long-term incentive plan AIP Annual incentive plan Annual Incentive PlanNEO Named executive officer BGEARCAudit and Risk Committee O&M Operations and maintenance ASC Accounting Standards Codification OSCC Operations, Safety, and Customer Experience Committee BGE Baltimore Gas and Electric Companyan Exelon company1PCAOB Public Company Accounting Oversight Board CAIDI Customer Average Interruption Duration Index PECO PECO Energy Company1CAM Critical Audit Matters Pepco Potomac Electric Power Company1CBPP Cash Balance Pension Plan PEO Principal executive officer CDCCD&ACompensation Discussion and Analysis Centers for Disease Control and PreventionPHI Pepco Holdings LLC1ComEdCGCCorporate Governance Committee PwC PricewaterhouseCoopers LLP CICF Community Impact Capital Fund ROE Return on equity ComEd Commonwealth Edison Companyan Exelon company1RSU Restricted stock unit DE&ICSICustomer Satisfaction Index Diversity, Equity and InclusionSAIDI System Average Interruption Duration Index DJSIDEIDiversity, equity, and inclusion Dow Jones SustainabilitySAIFI System Average Interruption Frequency Index DPL Delmarva Power & Light Companyan Exelon company1SASB Sustainability Accounting Standards Board EPS Earnings per share SEC Securities and Exchange Commission ERG Employee resource group Employee Resource GroupSMRP Supplemental Management Retirement Plan ESGERISAEmployee Retirement Income Security Act of 1974 Environmental, Social and GovernanceSMSP Senior Management Severance Plan FERCESGEnvironment, social and governance STEM Science, technology, engineering, and mathematics FASB Financial Accounting Standards Board T&D Transmission and distribution FERC Federal Energy Regulatory Commission FFOTCFD Funds from operationsGAAPGenerally accepted accounting principlesGHGGreenhouse gasesGRIGlobal Reporting InitiativeLTIPLong-Term Incentive PlanNEONamed Executive OfficerPCAOBPublic Company Accounting Oversight BoardPECOPECO Energy Company, an Exelon companyPepcoPotomac Electric Power Company, an Exelon companyPHIPepco Holdings LLC, an Exelon company and the holding company for ACE, DPL, PepcoPPEPersonal protective equipmentPwCPricewaterhouseCoopers LLPROEReturn on equityRSURestricted Stock UnitSAIFISystem Average Interruption Frequency IndexSASService Annuity SystemSECSecurities and Exchange CommissionSMRPSupplemental Management Retirement PlanSTEMScience, Technology, Engineering, and MathematicsTCFDTask Force on Climate-Related Financial Disclosures TDCFFOFunds from operations Total DirectTMCC Talent Management and Compensation Committee TSRGAAPGenerally accepted accounting principles TSR Total Shareholder Returnshareholder returnUTYGHGGreenhouse gases UTY PHLX Utility Sector Indexutility sector indexVIFGRIGlobal Reporting Initiative VIF Voting instruction form ZECIRSInternal Revenue Service Zero Emission CreditsVWAP Volume weighted average price www.exeloncorp.com81(1)An Exelon company.www.exeloncorp.com 99 Thank you for being
a shareholder!Useful Links & Phone Numbers:Resources for the 2024 Annual Meeting: To vote in advance of the 2024 Annual Meeting: proxyvote.com To attend the 2024 Annual Meeting: virtualshareholdermeeting.com/EXC2024 To view shareholder Q&A: investors.exeloncorp.com/events-and-presentations To view a replay of the 2024 meeting: investors.exeloncorp.com/events-and-presentations To vote your shares over the phone: 1-800-690-6903 ESG Awards & PartnershipsOther Resources: 
To view our latest Sustainability Report: exeloncorp.com/sustainability Member of CEO Action for Diversity &Inclusion™, the largest CEO-driven businesscommitment to advance diversity and inclusion within the workplaceTo change your householding election:Member of the Billion Dollar Roundtablefor achieving $1B or more in annual spending with minority or women-owned businesses (2017 – 2020)As a Champion for HeForShe campaign,Exelon pledged $3 million to STEM education for young women and is committed to sustaining retention parity among men & women1-866-540-7095 (Broadridge Financial Solutions)To contact our transfer agent: 1-800-626-8729 (EQ Shareowner Services) For institutional analysts and investor inquiries: 1-312-394-2345 To report an ethics concern or question:
Exelon was named to the Dow JonesSustainability North America Index for the15th consecutive yearReceived Wildlife Habitat Council’sEmployee Engagement Award for itsbroad-based engagement with employee teams around habitat and conservation education activitiesMember of Center for Climate andEnergy Solutions since 2005 in support ofadvancing strong policy and market-based programs to reduce GHG emissions
Energy Star® Partner of the Year:Sustained Excellence - Exelon utilitiesBGE, ComEd, DPL, PECO and Pepco were recognized for their continuing leadership efforts in customer energy efficiency programsNamed to the Just 100 by Forbes and JUST Capital (2016-2021); Exelon ranked88th overall on the “Just 100: CompaniesDoing Right By America” list, which rankscompanies on issues including fair pay and equal treatment, sustainability and community engagementExelon ranked No. 29 on DiversityInc’s2020 list of Top 50 Companies forDiversity, 9th of 15 companies for supplierdiversity, 17th of 30 companies for philanthropy and a top company for LGBTQ employees
Exelon earned a perfect score of 100 andthe designation of “Best Place to Work” onHRC’s Corporate Equality Index for the 10th consecutive year in 2021For the third consecutive year, Forbesrecognized Exelon as a Best Employer forDiversity for its diversity within executiveranks, diversity as a business imperative and proactive communication on the issue.U.S. Veterans Magazine Best of the Best (2013-2020) - Exelon was named to theTop Veteran-Friendly Companies list,which recognizes companies for their military-friendly policies and programs to actively recruit and hire veterans
Hispanic Network Magazine, Professional Woman’s Magazine andBlack EOE Journal named Exelon to their 2021 Best of the Best listsfor Top Employers and Supplier Diversity Programs in the nationTop 100 Internship Program (2015-2020) — Exelon was named the#1 Best Energy Internship, ranked #13 on the Best Technologyand Engineering internships and #23 on the Best Internships for Compensation & BenefitsThank you for being a shareholder!
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EXELON CORPORATION10 SOUTH DEARBORN STREETP.O. BOX 805398CHICAGO, IL 60680-5398VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 26, 2021. 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.During The Meeting - Go to www.virtualshareholdermeeting.com/EXC2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 26, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, 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:D35909-P51546-Z79334 KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.EXELON CORPORATIONThe Board of Directors recommends you vote FOR the following:1. Election of DirectorsNominees:ForAgainstAbstain1a. Anthony Andersonooo1b.Ann Berzinooo1c.Laurie Brlasooo1d.Marjorie Rodgers Cheshireooo1e.Christopher Craneooo1f.Yves de Balmannooo1g.Linda Jojoooo1h.Paul Joskowooo1i.Robert Lawlessooo1j.John RichardsonoooForAgainstAbstain1k. Mayo Shattuck IIIooo1l.John YoungoooThe Board of Directors recommends you vote FOR proposals 2 and 3, and AGAINST proposal 4.2. Advisory approval of executive compensation.ooo3.Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2021.ooo4.A shareholder proposal requesting a report on the impact of Exelon plans involving electric vehicles and charging stations with regard to child labor outside the United States.oooNOTE: Authority is also given to vote on all other matters that may properly come before the meeting or any adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETINGExelon’s Notice and Proxy Statement and Annual Report are available online at www.proxyvote.com. The electronic documents have been prepared to offer easy viewing and are completely searchable. The website will allow you to view the materials as you vote the shares. We believe that you will find this method of viewing Exelon’s information and voting the shares more convenient.We encourage you to vote the shares at www.proxyvote.comand then register for the electronic delivery of Exelon’s proxy materials for 2022 and beyond.D35910-P51546-Z79334EXELON CORPORATION2021 COMMON STOCK PROXYThis proxy is solicited on behalf of the Board of Directorsfor the Annual Meeting of Shareholders to be heldon Tuesday, April 27, 2021 at 9:00 A.M. Central Time atwww.virtualshareholdermeeting.com/EXC2021CARTER C. CULVER and GAYLE E. LITTLETON 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, is hereby authorized to execute a proxy with the identical instructions for any shares of common stock held in the 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.Continued and to be signed on reverse side
FOR each Director nominee
AGAINST